Common use of Special Event Redemption Clause in Contracts

Special Event Redemption. Upon the occurrence of a Special Event Redemption prior to the successful remarketing of the Notes pursuant to the provisions of Section 5.4, the Company shall instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the Special Event Redemption Principal Amount to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Special Event Redemption prior to a successful remarketing of the Notes pursuant to the provisions of Section 5.4, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. Upon the occurrence of a Special Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

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

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

Special Event Redemption. If the Company elects to redeem the Senior Notes following the occurrence of a Special Event as permitted by the Supplemental Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on the Special Event Redemption Date. Upon the occurrence of such Special Event Redemption while Senior Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 12:30 p.m., New York City time, on such Special Event Redemption Date, by federal funds check or wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Account, the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes shall be released from the Collateral Account and promptly transferred to the Company. Upon the crediting of such funds to the Collateral Account, the Collateral Agent, at the written direction of the Company, shall instruct the Securities Intermediary to (i) apply an amount equal to the Redemption Amount of such funds to purchase the Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of Corporate Units, Pro Rata in accordance with their respective interests. Upon the occurrence of a Special Event Redemption prior to Redemption, (i) the successful remarketing of the Notes pursuant to the provisions of Section 5.4, the Company shall instruct Applicable Ownership Interests in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the Special Event Redemption Principal Amount to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit (as specified in clause (i) of the remaining portion definition of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio term) will be substituted as Collateral for the Pledged Notes, Applicable Ownership Interests in Senior Notes and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement hereof to secure the obligation Obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Special Event Redemption prior to a successful remarketing of the Notes pursuant to the provisions of Section 5.4Corporate Units, (ii) the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) as the Holder Holders of Normal Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreementthereof, and (iii) any reference herein or in the Certificates this Agreement to the Note Applicable Ownership Interests in Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio and any reference herein or (as specified in clause (i) of the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfoliodefinition of such term). The Company may cause to be made in any Normal Unit Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) for Applicable Ownership Interests in Senior Notes as collateral. Upon the occurrence of a Special Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesCollateral.

Special Event Redemption. (a) Upon the occurrence of a Special Event Redemption prior to the successful remarketing of the Notes pursuant to the provisions of Section 5.45.04, the Company shall instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the Special Event Redemption Principal Amount to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the Pledged Notes, Notes and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Special Event Redemption prior to a successful remarketing of the Notes pursuant to the provisions of Section 5.45.04, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. . (b) Upon the occurrence of a Special Event Redemption after the successful remarketing of the NotesNotes or after the Stock Purchase Date, the Redemption Price will be payable in cash to the holders of the Notes.

Special Event Redemption. Upon the occurrence of If a Special Event Redemption shall occur and be continuing, prior to the successful remarketing earlier of the Notes pursuant to date of a Successful Remarketing or the provisions of Section 5.4Purchase Contract Settlement Date, the Company shall instruct in writing the Collateral Agent to applymay, and upon such written instructionat its option, the Collateral Agent shall apply, out of the aggregate Redemption Price for redeem the Notes that are components of Normal Unitson any Interest Payment Date in whole, an amount but not in part, at a price per Note payable in cash equal to the Redemption Price, payable on the date of redemption (the “Special Event Redemption Principal Amount Date”), in accordance with the redemption procedures set forth in Section 3.05 below. The Redemption Price payable in respect of all Notes included in Corporate Units will be distributed to the Collateral Agent, which in turn will apply such Redemption Price to purchase the Special Event Treasury Portfolio on behalf of the Holders of Normal the Corporate Units the Treasury Portfolio and promptly remit the remaining portion (net of fees and expenses, if any), if any, of such Redemption Price to the Purchase Contract Agent for payment to the Holders of such Normal the Corporate Units. The Thereafter, the Applicable Ownership Interests in the Special Event Treasury Portfolio will be substituted for the Pledged Notes, Applicable Ownership Interests in Notes and will be pledged to the Company through the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit Holders’ obligations to purchase the Common Stock under the related Purchase Contract constituting a part Contract. Any then-outstanding accrued and unpaid Deferred Interest (including compounded interest thereon) on the Notes will not be included in such Redemption Price and will be paid to the Holders of the Corporate Units or Separate Notes, as applicable, on the Special Event Redemption Date, at the Company’s election (as evidenced to the Trustee by an Officers’ Certificate delivered to the Trustee promptly after such determination), in cash or by issuing Additional Notes to the Holders of such Normal UnitCorporate Units or Separate Notes in principal amount and denominations equal to the amount of such Deferred Interest (including compounded interest thereon). Holders of Separate Notes will directly receive the Redemption Price with respect to their Separate Note and any cash or Additional Notes that may be issued in payment of any outstanding Deferred Interest. Following the occurrence notice of a Special Event Redemption prior to a successful remarketing in accordance with Section 3.02(b) of the Notes pursuant to Base Indenture, neither the provisions of Section 5.4, Company nor the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note Trustee shall be deemed required to register the transfer of or exchange the Notes to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. Upon the occurrence of a Special Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notesredeemed.

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

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

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

Special Event Redemption. (a) If the Company elects to redeem the Debentures following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Debentures on the Special Event Redemption Date. Upon the occurrence of such Special Event Redemption while Debentures are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Debentures underlying Pledged Applicable Ownership Interests in Debentures for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 12:30 p.m., New York City time, on such Special Event Redemption Date, by wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Account, the Debentures underlying Pledged Applicable Ownership Interests in Debentures shall be released from the Collateral Account and promptly transferred to the Company. Upon the crediting of such funds to the Collateral Account, the Collateral Agent, at the written direction of the Company, shall instruct the Securities Intermediary to (i) apply an amount equal to the Redemption Amount of such funds to purchase the Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of Corporate Units, in accordance with their respective interests. (b) Upon the occurrence of a Special Event Redemption prior to Redemption, (i) the successful remarketing of the Notes pursuant to the provisions of Section 5.4, the Company shall instruct Applicable Ownership Interests in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the Special Event Redemption Principal Amount to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit (as specified in clause (i) of the remaining portion definition of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio term) will be substituted as Collateral for the Pledged Notes, Applicable Ownership Interests in Debentures and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement hereof to secure the obligation Obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Special Event Redemption prior to a successful remarketing of the Notes pursuant to the provisions of Section 5.4Corporate Units, (ii) the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) as the Holder Holders of Normal Corporate Units and the Collateral Agent had in respect of the Notes, as the case may bePledged Applicable Ownership Interests in Debentures, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreementthereof, and (iii) any reference herein or in the Certificates this Agreement to the Note Applicable Ownership Interests in Debentures shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio and any reference herein or (as specified in clause (i) of the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfoliodefinition of such term). The Company may cause to be made in any Normal Unit 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 Notes (as collateral. Upon the occurrence of a Special Event Redemption after the successful remarketing specified in clause (i) of the Notes, the Redemption Price will be payable definition of such term) for Applicable Ownership Interests in cash to the holders of the NotesDebentures as Collateral.

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

Special Event Redemption. Upon the occurrence of a Special Event Redemption prior to the successful remarketing of Forward Purchase Contract Settlement Date, the Notes pursuant aggregate Redemption Price payable on the Special Event Redemption Date with respect to the provisions of Section 5.4Pledged Preferred Stock shall be delivered by the REIT on or prior to 12:00 p.m., the Company shall instruct New York City time, by check or wire transfer in writing immediately available funds to the Collateral Agent to apply, and upon or such written instructionother account as may be designated in writing by the Collateral Agent in exchange for the Pledged Preferred Stock. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent shall applywill, at the written direction of the REIT or the Company, apply an amount, out of such Redemption Price, equal to the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal Amount with respect to the Special Event Redemption Principal Amount Pledged Preferred Stock to purchase on behalf of from the Holders of Normal Units Quotation Agent the Treasury Portfolio and promptly remit the any remaining portion of such Redemption Price to the Forward Purchase Contract Agent for payment to the Holders of such Normal UnitsIncome PRIDES. The Treasury Collateral Agent shall Transfer (or cause to be Transferred) the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) in the Portfolio will be substituted Interests to the Collateral Account pursuant to the Pledge hereunder, in substitution for the Pledged Notes, Preferred Stock and will be pledged shall Transfer the Applicable Ownership Interests (as specified in clause (B) of the definition of such term) of the Portfolio Interests to the Collateral Forward Purchase Contract Agent in accordance with for the terms benefit of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Special Event Redemption prior to a successful remarketing holders of the Notes pursuant to the provisions of Section 5.4Income PRIDES. Thereafter, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent it had in respect of the Notes, as the case may be, subject to the Pledge thereof Pledged Preferred Stock as provided in Articles II, III, IV, V and VI of the Pledge Agreementherein, and any reference herein or in the Certificates to the Note Preferred Stock shall be deemed to be a reference to such Treasury Pledged Portfolio Interests. During any period greater than one Business Day between the receipt of the Redemption Price in Cash upon the Special Event Redemption and any reference herein the payment of all or in a portion thereof to the Certificates to interest on Quotation Agent for the Notes shall be deemed to be a reference to corresponding distributions on purchase of the Treasury Portfolio. The Company may cause , as provided above, the Collateral Agent shall (pursuant to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as the written direction of the Company, which may be appropriate to reflect in the substitution form of a standing order) promptly invest any such Cash in Permitted Investments. Upon receipt of the Proceeds upon the maturity of such Permitted Investments on the date of the purchase of the Treasury Portfolio for Notes as collateral. Upon described above, the occurrence of a Special Event Redemption after Collateral Agent (i) shall pay such Proceeds (and deliver any certified or cashiers checks received and any funds so wired) in an amount equal to the successful remarketing purchase price of the Notes, the Redemption Price will be payable in cash Treasury Portfolio to the holders Quotation Agent and (ii) shall distribute any funds in respect of the Notesinterest earned from the Permitted Investments to the Forward Purchase Contract Agent for payment to the relevant Holders.

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

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on the Special Event Redemption Date. After the occurrence of such Special Event Redemption while Senior Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 12:30 p.m. (New York City time) on such Special Event Redemption Date, by wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Account, the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes shall be released from the Collateral Account and promptly transferred to the Company. Upon the crediting of such funds to the Collateral Account, the Collateral Agent, at the written direction of the Company, shall instruct the Securities Intermediary to (i) apply an amount equal to the Redemption Amount of such funds to purchase the Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of Corporate Units, in accordance with their respective interests. (b) Upon the occurrence of a Special Event Redemption prior to Redemption, (i) the successful remarketing of the Notes pursuant to the provisions of Section 5.4, the Company shall instruct Applicable Ownership Interests in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the Special Event Redemption Principal Amount to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit (as specified in clause (i) of the remaining portion definition of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio term) will be substituted as Collateral for the Pledged Notes, Applicable Ownership Interests in Senior Notes and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement hereof to secure the obligation Obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Special Event Redemption prior to a successful remarketing of the Notes pursuant to the provisions of Section 5.4Corporate Units, (ii) the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) as the Holder Holders of Normal Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreementthereof, and (iii) any reference herein or in the Certificates this Agreement to the Note Applicable Ownership Interests in Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio and any reference herein or (as specified in clause (i) of the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfoliodefinition of such term). The Company may cause to be made in any Normal Unit Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) for Applicable Ownership Interests in Senior Notes as collateral. Upon the occurrence of a Special Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesCollateral.

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

Special Event Redemption. (a) If the Company elects to redeem the Notes following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Notes on the Special Event Redemption Date. Upon the occurrence of such Special Event Redemption while Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Notes underlying Pledged Applicable Ownership Interests in Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 11:00 a.m., New York City time, on such Special Event Redemption Date, by wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Account, the Notes underlying Pledged Applicable Ownership Interests in Notes shall be released from the Collateral Account and promptly transferred to the Company. Upon the crediting of such funds to the Collateral Account, the Collateral Agent, at the written direction of the Company, shall instruct the Securities Intermediary to (i) apply an amount equal to the Redemption Amount of such funds to purchase the Special Event Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of Applicable Ownership Interest in the Special Event Treasury Portfolio) and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of Corporate Units, in accordance with their respective interests. (b) Upon the occurrence of a Special Event Redemption prior to Redemption, (i) the successful remarketing Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the Notes pursuant to definition of Applicable Ownership Interest in the provisions of Section 5.4, the Company shall instruct in writing the Special Event Treasury Portfolio) will be substituted as Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the Special Event Redemption Principal Amount to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the underlying Pledged Notes, Applicable Ownership Interests in Notes and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement hereof to secure the obligation Obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Special Event Redemption prior to a successful remarketing of the Notes pursuant to the provisions of Section 5.4Corporate Units, (ii) the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of Applicable Ownership Interest in the Special Event Treasury Portfolio) as the Holder Holders of Normal Corporate Units and the Collateral Agent had in respect of the Notes underlying Pledged Applicable Ownership Interests in Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreementthereof, and (iii) any reference herein or to Applicable Ownership Interests in the Certificates to the Note Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or Applicable Ownership Interests in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of Applicable Ownership Interest in the Special Event Treasury Portfolio) for Applicable Ownership Interests in Notes as collateral. Upon the occurrence of a Special Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesCollateral.

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

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

Special Event Redemption. (a) If the Company elects to redeem the Subordinated Notes following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Subordinated Notes on the Special Event Redemption Date. Upon the occurrence of such Special Event Redemption while Subordinated Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 12:30 p.m., New York City time, on such Special Event Redemption Date, by federal funds check or wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Account, the Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes shall be released from the Collateral Account and promptly transferred to the Company. Upon the crediting of such funds to the Collateral Account, the Collateral Agent, at the written direction of the Company, shall instruct the Securities Intermediary to (i) apply an amount equal to the Redemption Amount of such funds to purchase the Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of Corporate Units, in accordance with their respective interests. (b) Upon the occurrence of a Special Event Redemption prior to Redemption, (i) the successful remarketing of the Notes pursuant to the provisions of Section 5.4, the Company shall instruct Applicable Ownership Interests in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the Special Event Redemption Principal Amount to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit (as specified in clause (i) of the remaining portion definition of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio term) will be substituted as Collateral for the Pledged Notes, Applicable Ownership Interests in Subordinated Notes and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement hereof to secure the obligation Obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Special Event Redemption prior to a successful remarketing of the Notes pursuant to the provisions of Section 5.4Corporate Units, (ii) the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) as the Holder Holders of Normal Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Subordinated Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreementthereof, and (iii) any reference herein or in the Certificates this Agreement to the Note Applicable Ownership Interests in Subordinated Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio and any reference herein or (as specified in clause (i) of the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfoliodefinition of such term). The Company may cause to be made in any Normal Unit Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) for Applicable Ownership Interests in Subordinated Notes as collateral. Upon the occurrence of a Special Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesCollateral.

Special Event Redemption. (a) Upon the occurrence of a Special Event Redemption prior to the successful remarketing of the Notes August 17, 2005, pursuant to the provisions terms of Section 5.4, the Company shall instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall will apply, out of the aggregate Redemption Price for the Notes shares of Preferred Stock that are components of Normal UnitsIncome PRIDES, an amount equal to the Special Event aggregate Redemption Principal Amount for the Preferred Stock that are components of Income PRIDES, to purchase on behalf of the Holders of Normal Units Income PRIDES the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal UnitsIncome PRIDES. The Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio will be substituted as Collateral for the Pledged Notes, Preferred Stock and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit an Income PRIDES to purchase the Common Stock of the Company under the Forward Purchase Contract constituting a part of such Normal Unit. Income PRIDES. (b) Following the occurrence of a Special Event Redemption prior to a successful remarketing of the Notes pursuant to the provisions of Section 5.4Forward Purchase Contract Settlement Date, the Holders of Normal Units Income PRIDES and the Collateral Agent shall have such security interestsinterest, rights and obligations with respect to the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio as the Holder Holders of Normal Units Income PRIDES and the Collateral Agent had in respect of the NotesPreferred Stock, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note Preferred Stock shall be deemed to be a reference to such Treasury Portfolio and any reference herein or Applicable Ownership Interest (as specified in clause (A) of the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on definition of such term) of the Treasury Portfolio. The Company Co-Issuers may cause to be made in any Normal Unit Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio for Notes Preferred Stock as collateral. Upon the occurrence of a Special Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesCollateral.

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

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

Special Event Redemption. (a) If the Company elects to redeem the Notes following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Notes on the Special Event Redemption Date. Upon the occurrence of such Special Event Redemption while Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Notes underlying Pledged Applicable Ownership Interests in Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 11:00 a.m., New York City time, on such Special Event Redemption Date, by wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Account, the Notes underlying Pledged Applicable Ownership Interests in Notes shall be released from the Collateral Account and promptly transferred to the Company. Upon the crediting of such funds to the Collateral Account, the Collateral Agent, at the written direction of the Company, shall instruct the Securities Intermediary to (i) apply an amount equal to the Redemption Amount of such funds to purchase the Special Event Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the definition thereof) and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of Corporate Units, in accordance with their respective interests. (b) Upon the occurrence of a Special Event Redemption prior to Redemption, (i) the successful remarketing Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the Notes pursuant to the provisions of Section 5.4, the Company shall instruct in writing the definition thereof) will be substituted as Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the Special Event Redemption Principal Amount to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the underlying Pledged Notes, Applicable Ownership Interests in Notes and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement hereof to secure the obligation Obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Special Event Redemption prior to a successful remarketing of the Notes pursuant to the provisions of Section 5.4Corporate Units, (ii) the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the definition thereof) as the Holder Holders of Normal Corporate Units and the Collateral Agent had in respect of the Notes underlying Pledged Applicable Ownership Interests in Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreementthereof, and (iii) any reference herein or to Applicable Ownership Interests in the Certificates to the Note Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or Applicable Ownership Interests in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Special Event Treasury Portfolio. The Company may cause to be made in any Normal Unit Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the definition thereof) for Applicable Ownership Interests in Notes as collateral. Upon the occurrence of a Special Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesCollateral.

Special Event Redemption. Upon the occurrence of a Special Event Redemption prior to the successful remarketing of the Notes pursuant to the provisions of Section 5.4, the Company shall instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the Special Event Redemption Principal Amount to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock Ordinary Shares under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Special Event Redemption prior to a successful remarketing of the Notes pursuant to the provisions of Section 5.4, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Special Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Special Event Redemption Date, to each Holder of Normal Units including Notes to be redeemed at its registered address. Upon the occurrence of a Special Event Redemption after the successful remarketing of the NotesNotes or after the Stock Purchase Date, the Redemption Price will be payable in cash to the holders of the Notes.

Special Event Redemption. (a) If the Company elects to redeem the Notes following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Notes on the Special Event Redemption Date. Upon the occurrence of such Special Event Redemption while Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Notes underlying Pledged Applicable Ownership Interests in Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 11:00 a.m., New York City time, on such Special Event Redemption Date, by wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Account, the Notes underlying Pledged Applicable Ownership Interests in Notes shall be released from the Collateral Account and promptly transferred to the Company. Upon the crediting of such funds to the Collateral Account, the Collateral Agent, at the written direction of the Company, shall instruct the Securities Intermediary to (i) apply an amount equal to the Redemption Amount of such funds to purchase the Special Event Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the definition thereof) and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of Corporate Units, in accordance with their respective interests. (b) Upon the occurrence of a Special Event Redemption prior to Redemption, (i) the successful remarketing Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the Notes pursuant to the provisions of Section 5.4, the Company shall instruct in writing the definition thereof) will be substituted as Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the Special Event Redemption Principal Amount to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the underlying Pledged Notes, Applicable Ownership Interests in Notes and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement hereof to secure the obligation Obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Special Event Redemption prior to a successful remarketing of the Notes pursuant to the provisions of Section 5.4Corporate Units, the (ii)the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the definition thereof) as the Holder Holders of Normal Corporate Units and the Collateral Agent had in respect of the Notes underlying Pledged Applicable Ownership Interests in Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreementthereof, and (iii) any reference herein or to Applicable Ownership Interests in the Certificates to the Note Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or Applicable Ownership Interests in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Special Event Treasury Portfolio. The Company may cause to be made in any Normal Unit Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the definition thereof for Applicable Ownership Interests in Notes as collateral. Upon the occurrence of a Special Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesCollateral.

Special Event Redemption. Upon The Company may redeem the occurrence of Subordinated Notes, at its option, if (i) a Special Event Redemption prior change or prospective change in law occurs that could prevent HTBK from deducting interest payable on the Subordinated Notes for U.S. Federal income tax purposes, (ii) a subsequent event occurs that could preclude the Subordinated Notes from being recognized as Tier 2 capital for regulatory capital purposes, or (iii) HTBK could be required to the successful remarketing of the Notes register as an investment company pursuant to the provisions Investment Company Act of Section 5.41940, the Company shall instruct as amended, in writing the Collateral Agent to applyeach case, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount at a redemption price equal to the Special Event Redemption Principal Amount to purchase on behalf aggregate principal amount of the Holders Subordinated Notes being redeemed plus any accrued and unpaid interest to, but excluding, the date of Normal Units the Treasury Portfolio redemption. Underwriters’ Discount: 1.50% Net Proceeds to Issuer (after underwriters’ discounts, but before expenses): $39,400,000 Denominations: $1,000 denominations and promptly remit the remaining portion integral multiples of such Redemption Price to the Agent for payment to the Holders of such Normal Units. $1,000 Subordination & Ranking: The Treasury Portfolio Subordinated Notes will be substituted for the Pledged Notesunsecured, subordinated and: · will rank junior in right of payment and upon HTBK’s liquidation to HTBK’s existing and all of HTBK’s future senior indebtedness; · will be pledged to the Collateral Agent rank equally in accordance right of payment and upon HTBK’s liquidation with HTBK’s existing and all future indebtedness the terms of which provide that such indebtedness ranks equally with promissory notes, bonds, debentures and other evidences of indebtedness of types that include the Pledge Agreement Subordinated Notes; · will rank senior in right of payment and upon HTBK’s liquidation to secure (i) existing junior subordinated debentures underlying outstanding trust preferred securities, and (ii) any indebtedness the obligation terms of each Holder which provide that such indebtedness ranks junior to promissory notes, bonds, debentures and other evidences of a Normal Unit indebtedness of types that include the Subordinated Notes; and · will be effectively subordinated to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Special Event Redemption prior to a successful remarketing all of the Notes pursuant existing and future indebtedness, deposits and other liabilities of HTBK’s current and future subsidiaries, including without limitation, its bank subsidiary liabilities to depositors in connection with the provisions of Section 5.4, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had deposits in respect of the Noteseach bank, as well as to its subsidiary’s liabilities to general creditors and liabilities arising during the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein ordinary course or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. Upon the occurrence of a Special Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notesotherwise.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on the Special Event Redemption Date. Upon the occurrence of such Special Event Redemption while Senior Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 12:30 p.m., New York City time, on such Special Event Redemption Date, by federal funds check or wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Account, the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes shall be released from the Collateral Account and promptly transferred to the Company. Upon the crediting of such funds to the Collateral Account, the Collateral Agent, at the written direction of the Company, shall instruct the Securities Intermediary to (i) apply an amount equal to the Redemption Amount of such funds to purchase the Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of Corporate Units, Pro Rata in accordance with their respective interests. (b) Upon the occurrence of a Special Event Redemption prior to Redemption, (i) the successful remarketing of the Notes pursuant to the provisions of Section 5.4, the Company shall instruct Applicable Ownership Interests in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the Special Event Redemption Principal Amount to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit (as specified in clause (i) of the remaining portion definition of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio term) will be substituted as Collateral for the Pledged Notes, Applicable Ownership Interests in Senior Notes and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement hereof to secure the obligation Obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Special Event Redemption prior to a successful remarketing of the Notes pursuant to the provisions of Section 5.4Corporate Units, (ii) the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) as the Holder Holders of Normal Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreementthereof, and (iii) any reference herein or in the Certificates this Agreement to the Note Applicable Ownership Interests in Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio and any reference herein or (as specified in clause (i) of the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfoliodefinition of such term). The Company may cause to be made in any Normal Unit Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) for Applicable Ownership Interests in Senior Notes as collateral. Upon the occurrence of a Special Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesCollateral.

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

Special Event Redemption. Upon the occurrence of a Special Event Redemption prior to the successful remarketing of the Notes pursuant to the provisions of Section 5.4, the Company shall may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the Special Event Redemption Principal Amount to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Special Event Redemption prior to a successful remarketing of the Notes pursuant to the provisions of Section 5.4, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. Upon the occurrence of a Special Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

Special Event Redemption. (a) Upon the occurrence of a Special Event Redemption prior to the successful remarketing earlier of (A) the date of a Successful Remarketing and (B) the Purchase Contract Settlement Date, the Company may, at its option, redeem the Senior Notes in whole, but not in part, at the Redemption Price. If the Company so elects to redeem the Senior Notes, it shall notify the Collateral Agent in writing that a Special Event Redemption has occurred. The Company shall deposit in the Collateral Account in exchange for the Pledged Senior Notes an amount equal to the Redemption Price. Thereafter, pursuant to the provisions terms of Section 5.4, the Company shall instruct in writing the Collateral Agent to apply, and upon such written instructionPledge Agreement, the Collateral Agent shall apply, out of cause the aggregate Redemption Price for the Notes that are components of Normal Units, Securities Intermediary to apply an amount equal to the Special Event Redemption Principal Amount of such funds to purchase on behalf of the Holders of Normal Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price funds to the Purchase Contract Agent for payment to the Holders of such Normal Corporate Units. The . (b) Upon the occurrence of a Special Event Redemption prior to the Purchase Contract Settlement Date, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Notes, Senior Notes and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Corporate Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Normal Corporate Unit. Following the occurrence of a Special Event Redemption prior to the earlier of (i) the date of a successful remarketing of Successful Remarketing or (ii) the Notes pursuant to the provisions of Section 5.4Purchase Contract Settlement Date, the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, interest rights and obligations with respect to the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holder Holders of Normal Corporate Units and the Collateral Agent had in respect of the Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note Senior Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or Applicable Ownership Interests (as specified in clause (i) of the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on definition of such term) in the Treasury Portfolio. The Company may cause to be made in any Normal Unit Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as collateral. Upon Collateral. (c) If the occurrence of a Special Event Redemption occurs after the successful remarketing of Purchase Contract Settlement Date, the Notes, Company shall remit in exchange for the Senior Notes outstanding on such date an amount equal to the Redemption Price will be payable in cash to the holders Purchase Contract Agent for payment to the Holders of the such Senior Notes. (d) The Holders of Separate Senior Notes shall directly receive the redemption price for the Separate Senior Notes.

Special Event Redemption. (a) If the Company elects to redeem the Notes following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Notes on the Special Event Redemption Date. Upon the occurrence of such Special Event Redemption while Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Notes underlying Pledged Applicable Ownership Interests in Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 11:00 a.m., New York City time, on such Special Event Redemption Date, by wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Account, the Notes underlying Pledged Applicable Ownership Interests in Notes shall be released from the Collateral Account and promptly transferred to the Company. Upon the crediting of such funds to the Collateral Account, the Collateral Agent, at the written direction of the Company, shall instruct the Securities Intermediary to (i) apply an amount equal to the Redemption Amount of such funds to purchase the Special Event Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Special Event Treasury Portfolio) and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of Corporate Units, in accordance with their respective interests. (b) Upon the occurrence of a Special Event Redemption prior to Redemption, (i) the successful remarketing Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the Notes pursuant to definition of Applicable Ownership Interest in the provisions of Section 5.4, the Company shall instruct in writing the Special Event Treasury Portfolio) will be substituted as Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the Special Event Redemption Principal Amount to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the underlying Pledged Notes, Applicable Ownership Interests in Notes and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement hereof to secure the obligation Obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Special Event Redemption prior to a successful remarketing of the Notes pursuant to the provisions of Section 5.4Corporate Units, (ii) the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Special Event Treasury Portfolio) as the Holder Holders of Normal Corporate Units and the Collateral Agent had in respect of the Notes underlying Pledged Applicable Ownership Interests in Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreementthereof, and (iii) any reference herein or to Applicable Ownership Interests in the Certificates to the Note Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or Applicable Ownership Interests in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Special Event Treasury Portfolio) for Applicable Ownership Interests in Notes as collateral. Upon the occurrence of a Special Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesCollateral.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on the Special Event Redemption Date. Upon the occurrence of such Special Event Redemption while Senior Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 12:30 p.m., New York City time, on such Special Event Redemption Date, by wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Account, the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes shall be released from the Collateral Account and promptly transferred to the Company. Upon the crediting of such funds to the Collateral Account, the Collateral Agent, at the written direction of the Company, shall instruct the Securities Intermediary to (i) apply an amount equal to the Redemption Amount of such funds to purchase the Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of Corporate Units, in accordance with their respective interests. (b) Upon the occurrence of a Special Event Redemption prior to Redemption, (i) the successful remarketing of the Notes pursuant to the provisions of Section 5.4, the Company shall instruct Applicable Ownership Interests in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the Special Event Redemption Principal Amount to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit (as specified in clause (i) of the remaining portion definition of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio term) will be substituted as Collateral for the Pledged Notes, Applicable Ownership Interests in Senior Notes and will be pledged to held by the Collateral Agent in accordance with the terms of the Pledge Agreement hereof to secure the obligation Obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Special Event Redemption prior to a successful remarketing of the Notes pursuant to the provisions of Section 5.4Corporate Units, (ii) the Holders of Normal Corporate Units and the Collateral Agent shall have such security interests, rights and obligations obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) as the Holder Holders of Normal Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreementthereof, and (iii) any reference herein or in the Certificates this Agreement to the Note Applicable Ownership Interests in Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio and any reference herein or (as specified in clause (i) of the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfoliodefinition of such term). The Company may cause to be made in any Normal Unit Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) for Applicable Ownership Interests in Senior Notes as collateral. Upon the occurrence of a Special Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the NotesCollateral.