Common use of Early Settlement Clause in Contracts

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Unit, such sale will be made by the Remarketing Agent pursuant to the terms of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Units, a Holder of Corporate Units who does not notify the Purchase Contract Agent, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date of its intention to effect a Cash Settlement shall pay the Purchase Price for the shares of Common Stock to be delivered under the related Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests (as defined in clause (i) of the definition of such term) in the Treasury Portfolio. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Settlement of the Purchase Contract and delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase Contract. In the event of the Company's failure to pay the Put Price when due, the Company shall be deemed to have netted such Holder's obligation to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice to the Purchase Contract Agent and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clause

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component (a) A holder of Corporate Unit, such sale will be made by Units may settle the Remarketing Agent pursuant related Purchase Contracts in their entirety at any time on or prior to the terms seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of 20 Corporate Units; provided, however that a Holder of Corporate Units who does will not notify be permitted to settle the related Purchase Contract AgentContracts during any period commencing on and including the Business Day preceding the first of the three sequential Remarketing Dates comprising any Three‑Day Remarketing Period, and ending on and including, in the case of a Successful Remarketing during such Three‑Day Remarketing Period, the Reset Effective Date, or if none of the Remarketings during such Three‑Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three‑Day Remarketing Period; provided, further, if the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of 8,000 Corporate Units at any time on or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding the Purchase Contract Settlement Date (or such other number of its intention Corporate Units as may be determined by the Remarketing Agents upon a Successful Remarketing of the Debentures if the Reset Effective Date is not a regular quarterly interest payment date). A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (an “Early Settlement”) but only in integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect a Cash Settlement shall pay the Purchase Price for Registration Statement covering the shares of Common Stock to be issued and delivered under the related Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests (as defined in clause (i) of the definition of such term) in the Treasury Portfolio. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Settlement respect of the Purchase Contract Contracts being settled, if such a Registration Statement is required (in the view of counsel for the Company, which need not be in the form of a written opinion) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) in respect of the Purchase Contract AgreementContracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase ContractEarly Settlement. In the event that a Holder seeks to exercise its Early Settlement right and a Registration Statement is required to be effective in connection with the exercise of such right but no such Registration Statement is then effective, the Company's failure to pay the Put Price when due, Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall be deemed have no further obligation with respect to have netted any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder's obligation ’s right to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock receive additional Contract Adjustment Payments in respect of a such Purchase Contract Contracts will terminate and (ii) no adjustment will be made to or deliver any certificates therefor to for the Holder unless it shall have received payment on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder Certificate evidencing Units shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice deliver such Certificate to the Purchase Contract Agent and at the Corporate Trust Office duly endorsed for transfer to the HoldersCompany or in blank with the form of Election to Settle Early/Fundamental Change Early Settlement on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds in an amount (the “Early Settlement Amount”) equal to the sum of (i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, at their addresses plus (ii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date relating to any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable, if any, on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. Except as they appear provided in the Security Registerimmediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock. In order for any of the foregoing requirements to be considered satisfied or effective with respect to a Purchase Contract underlying any Unit on or by a particular Business Day, such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the first Business Day on which all of the foregoing requirements have been satisfied by 5:00 p.m., New York City time shall be the “Early Settlement Date” with respect to such Unit. Upon and after Early Settlement of the occurrence of a Termination EventPurchase Contracts, the Collateral Agent rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments (including any accrued and unpaid Contract Adjustment Payments) with respect to such Purchase Contracts shall release immediately and automatically terminate, except that the Pledged Senior Notes or Holders will receive any accrued and unpaid Contract Adjustment Payments if the appropriate Applicable Ownership Interests (as specified in clauseEarly Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Date.

Early Settlement. Unless (a) A holder of Income PRIDES may settle the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Unit, such sale will be made by the Remarketing Agent pursuant to the terms of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Units, a Holder of Corporate Units who does not notify the related Purchase Contract Agent, Contracts in their entirety on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding either Purchase Contract Settlement Date in the manner described herein, but only in integral multiples of 40 Income PRIDES; provided, however, that such settlements may not be made during the period from the fifth Business Day immediately preceding the First Purchase Contract Settlement Date through the First Purchase Contract Settlement Date, and provided, further, if a Tax Event Redemption has occurred prior to such Purchase Contract Settlement Date and the Treasury Portfolio has become a component of its intention the Income PRIDES, holders of Income PRIDES may settle early only in integral multiples of 1,600,000 Income PRIDES at any time on or prior to effect a Cash the second Business Day immediately preceding such Purchase Contract Settlement shall pay Date (but not during the period two Business Days immediately preceding the First Purchase Price for Contract Settlement Date through the shares First Purchase Contract Settlement Date). A holder of Common Stock to be delivered under Growth PRIDES may settle the related Purchase Contracts in their entirety on or prior to the second Business Day immediately preceding each Purchase Contract from Settlement Date in the proceeds at maturity manner described herein (in either case, an Early Settlement) but only in integral multiples of the Applicable Ownership Interests (as defined in clause 40 Growth PRIDES. Upon Early Settlement, (i) the holder's rights to receive Deferred Contract Adjustment Payments on the Purchase Contracts being settled will be forfeited, (ii) the holder's right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (iii) no adjustment will be made to or for the holder on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any such early settlement ("Early Settlement") with respect to any Purchase Contracts, the Holder of the definition Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to the sum of (i)(A) $50 times the number of Purchase Contracts being settled if settled on or prior to the First Purchase Contract Settlement Date or (B) $25 times the number of Purchase Contracts being settled if settled after the First Purchase Contract Settlement Date, plus, in either case, (ii) if such term) in delivery is made with respect to any Purchase Contracts during the Treasury Portfolioperiod from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts. As Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Agreement, upon the occurrence on account of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the any Contract Adjustment Payments accrued on such Purchase Contract Agent or on account of his intent to effect a Cash Settlement any dividends on the Common Stock issued upon such Early Settlement. In order for any of the Purchase Contract and delivered the Purchase Price foregoing requirements to the Collateral Agent pursuant be considered satisfied or effective with respect to Section 5.02(e)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase Contract. In the event of the Company's failure to pay the Put Price when due, the Company shall be deemed to have netted such Holder's obligation to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract underlying any Security on or deliver any certificates therefor by a particular Business Day, such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the Holder unless it shall have received payment first Business Day on which all of the aggregate Purchase Price for foregoing requirements have been satisfied by 5:00 p.m., New York City time.shall be the shares of Common Stock "Early Settlement Date" with respect to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice to the Purchase Contract Agent and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clausesuch Security.

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Unit, such sale will be made by the Remarketing Agent pursuant to the terms of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Units, a Holder (a) A holder of Corporate Units who does not notify may settle the related Purchase Contract Agent, Contracts in their entirety at any time on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein, but only in integral multiples of its intention 20 Corporate Units; provided, however, if the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of 1,600 Corporate Units. A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to effect a Cash Settlement shall pay the second Business Day immediately preceding the Purchase Price for Contract Settlement Date in the manner described herein (in either case, an "Early Settlement") but only in integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect, if so required under Federal securities laws, a registration statement covering the shares of Common Stock to be delivered under the related Purchase Contract from the proceeds at maturity in respect of the Applicable Ownership Interests (as defined in clause Purchase Contracts being settled. Upon Early Settlement, (i) the holder's rights to receive Deferred Contract Adjustment Payments, if any, on the Purchase Contracts being settled will be forfeited, (ii) the holder's right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (iii) no adjustment will be made to or for the holder on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the definition Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount")) equal to the sum of (i) $50 times the number of Purchase Contracts being settled, plus, (ii) if such term) in delivery is made with respect to any Purchase Contracts during the Treasury Portfolioperiod from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable, if any, on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. As Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Agreement, upon the occurrence on account of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the any Contract Adjustment Payments accrued on such Purchase Contract Agent or on account of his intent to effect a Cash Settlement any dividends on the Common Stock issued upon such Early Settlement. In order for any of the Purchase Contract and delivered the Purchase Price foregoing requirements to the Collateral Agent pursuant be considered satisfied or effective with respect to Section 5.02(e)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase Contract. In the event of the Company's failure to pay the Put Price when due, the Company shall be deemed to have netted such Holder's obligation to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract underlying any Security on or deliver any certificates therefor by a particular Business Day, such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the Holder unless it shall have received payment first Business Day on which all of the aggregate Purchase Price for foregoing requirements have been satisfied by 5:00 p.m., New York City time shall be the shares of Common Stock "Early Settlement Date" with respect to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice to the Purchase Contract Agent and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clausesuch Security.

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component (a) A holder of Corporate Unit, such sale will be made by Units may settle the Remarketing Agent pursuant related Purchase Contracts in their entirety at any time on or prior to the terms seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of 20 Corporate Units; provided, however that a Holder of Corporate Units who does will not notify be permitted to settle the related Purchase Contract AgentContracts during any period commencing on and including the Business Day preceding the first Remarketing Date in any Remarketing Period, and ending on and including, in the case of a Successful Remarketing during such Remarketing Period, the Reset Effective Date, or, if no Remarketing during such Remarketing Period is successful, the Business Day following the last Remarketing Date occurring during such Remarketing Period; provided, further, if the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of 160,000 Corporate Units at any time on or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding the Purchase Contract Settlement Date (or such other number of its intention Corporate Units as may be determined by the Remarketing Agents upon a Successful Remarketing of the Debentures if the Reset Effective Date is not a Payment Date). A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (an “Early Settlement”) but only in integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect a Cash Settlement shall pay the Purchase Price for Registration Statement covering the shares of Common Stock to be issued and delivered under the related Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests (as defined in clause (i) of the definition of such term) in the Treasury Portfolio. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Settlement respect of the Purchase Contract Contracts being settled, if such a Registration Statement is required (in the view of counsel for the Company, which need not be in the form of a written opinion) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its DB1/ 148045032.3 commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) in respect of the Purchase Contract AgreementContracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase ContractEarly Settlement. In the event that a Holder seeks to exercise its Early Settlement right and a Registration Statement is required to be effective in connection with the exercise of such right but no such Registration Statement is then effective, the Company's failure to pay the Put Price when due, Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall be deemed have no further obligation with respect to have netted any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder's obligation ’s right to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock receive additional Contract Adjustment Payments in respect of a such Purchase Contract Contracts will terminate and (ii) no adjustment will be made to or deliver any certificates therefor to for the Holder unless it shall have received payment on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder Certificate evidencing Units shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice deliver such Certificate to the Purchase Contract Agent and at the Corporate Trust Office duly endorsed for transfer to the HoldersCompany or in blank with the form of Election to Settle Early/Fundamental Change Early Settlement on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds) in an amount (the “Early Settlement Amount”) equal to the sum of (i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, at their addresses plus (ii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date relating to any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable, if any, on such Payment Date with respect to such Purchase Contracts; provided, that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. Except as they appear provided in the Security Registerimmediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock. In order for any of the foregoing requirements to be considered satisfied or effective with respect to a Purchase Contract underlying any Unit on or by a particular Business Day, such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the first Business Day on which all of the foregoing requirements have been satisfied by 5:00 p.m., New York City time, shall be the “Early Settlement Date” with respect to such Unit. Upon and after Early Settlement of the occurrence of a Termination EventPurchase Contracts, the Collateral Agent rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments (including any accrued and unpaid Contract Adjustment Payments) with respect to such Purchase Contracts shall release immediately and automatically terminate, except that the Pledged Senior Notes or Holders will receive any accrued and unpaid Contract Adjustment Payments if the appropriate Applicable Ownership Interests (as specified in clauseEarly Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Date.

Early Settlement. Unless (a) Subject to and upon compliance with the Treasury Portfolio has replaced provisions of this Section 5.9, at the Senior Notes as a component of Corporate Unit, such sale will be made by the Remarketing Agent pursuant to the terms option of the Remarketing Agreement on Holder thereof, Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may be settled early ("Early Settlement") in the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Units, a Holder case of Corporate Units who does not notify the Purchase Contract Agent(unless a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has occurred) on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date and in the case of its intention Treasury Units on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Purchase Contracts underlying Corporate Units may be settled early on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of 100,000 Corporate Units or in an integral multiple thereof. In order to exercise the right to effect a Cash Early Settlement shall pay with respect to any Purchase Contracts, the Purchase Price for the shares of Common Stock to be delivered under the related Purchase Contract from the proceeds at maturity Holder of the Applicable Ownership Interests Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office or the New York Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (as defined payable to the Company) in clause immediately available funds in an amount (the "Early Settlement Amount") equal to (i) the product of (A) the definition Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement plus (ii) if such termdelivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (ii) in of this sentence if the Treasury PortfolioCompany shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. As Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Agreement, upon the occurrence on account of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase any Contract Agent of his intent to effect a Cash Settlement of the Purchase Contract and delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) of the Purchase Contract Agreement, Adjustment Payments accrued on such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase Contract. In the event of the Company's failure to pay the Put Price when due, the Company shall be deemed to have netted such Holder's obligation to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to on account of dividends on the Holder unless it shall have received payment of the aggregate Purchase Price for the shares of Common Stock issued upon such Early Settlement or on account of any Deferred Contract Adjustment Payments. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby "Early Settlement Date" with respect to such Securities and all obligations and rights of the Company and the Holder thereunder shall terminate if such requirements are first satisfied after 5:00 p.m., New York City time, on a Termination Event shall occur. Upon the occurrence of Business Day or on a Termination Eventday that is not a Business Day, the Company "Early Settlement Date" with respect to such Securities shall give written notice to be the Purchase Contract Agent and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clausenext succeeding Business Day.

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component (a) A holder of Corporate Unit, such sale will be made by Units may settle the Remarketing Agent pursuant related Purchase Contracts in their entirety at any time on or prior to the terms seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of 20 Corporate Units; provided, however that a Holder of Corporate Units who does will not notify be permitted to settle the related Purchase Contract AgentContracts during any period commencing on and including the Business Day preceding the first of the three sequential Remarketing Dates comprising any Three‑Day Remarketing Period, and ending on and including, in the case of a Successful Remarketing during such Three‑Day Remarketing Period, the Reset Effective Date, or, if none of the Remarketings during such Three‑Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three‑Day Remarketing Period; provided, further, if the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of 80,000 Corporate Units at any time on or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding the Purchase Contract Settlement Date (or such other number of its intention Corporate Units as may be determined by the Remarketing Agents upon a Successful Remarketing of the Debentures if the Reset Effective Date is not a Payment Date). A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (an “Early Settlement”) but only in integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect a Cash Settlement shall pay the Purchase Price for Registration Statement covering the shares of Common Stock to be issued and delivered under the related Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests (as defined in clause (i) of the definition of such term) in the Treasury Portfolio. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Settlement respect of the Purchase Contract Contracts being settled, if such a Registration Statement is required (in the view of counsel for the Company, which need not be in the form of a written opinion) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) in respect of the Purchase Contract AgreementContracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase ContractEarly Settlement. In the event that a Holder seeks to exercise its Early Settlement right and a Registration Statement is required to be effective in connection with the exercise of such right but no such Registration Statement is then effective, the Company's failure to pay the Put Price when due, Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall be deemed have no further obligation with respect to have netted any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder's obligation ’s right to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock receive additional Contract Adjustment Payments in respect of a such Purchase Contract Contracts will terminate and (ii) no adjustment will be made to or deliver any certificates therefor to for the Holder unless it shall have received payment on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder 61 Certificate evidencing Units shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice deliver such Certificate to the Purchase Contract Agent and at the Corporate Trust Office duly endorsed for transfer to the HoldersCompany or in blank with the form of Election to Settle Early/Fundamental Change Early Settlement on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds in an amount (the “Early Settlement Amount”) equal to the sum of (i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, at their addresses plus (ii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date relating to any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable, if any, on such Payment Date with respect to such Purchase Contracts; provided, that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. Except as they appear provided in the Security Registerimmediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock. In order for any of the foregoing requirements to be considered satisfied or effective with respect to a Purchase Contract underlying any Unit on or by a particular Business Day, such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the first Business Day on which all of the foregoing requirements have been satisfied by 5:00 p.m., New York City time, shall be the “Early Settlement Date” with respect to such Unit. Upon and after Early Settlement of the occurrence of a Termination EventPurchase Contracts, the Collateral Agent rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments (including any accrued and unpaid Contract Adjustment Payments) with respect to such Purchase Contracts shall release immediately and automatically terminate, except that the Pledged Senior Notes or Holders will receive any accrued and unpaid Contract Adjustment Payments if the appropriate Applicable Ownership Interests (as specified in clauseEarly Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Date.

Early Settlement. Unless (a) Subject to and upon compliance with the Treasury Portfolio has replaced provisions of this Section 5.9, at the Senior Notes as a component option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") in the case of Corporate Unit, such sale will be made by the Remarketing Agent pursuant to the terms of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio PIES (unless a Tax Event Redemption has replaced the Senior Notes as a component of Corporate Units, a Holder of Corporate Units who does not notify the Purchase Contract Agent, occurred) on or prior to 5:00 p.m. (New York City time) on the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date and in the case of its intention Treasury PIES on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; and that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Corporate PIES, Purchase Contracts, underlying Corporate PIES may be settled early, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of $8,000,000 or in an integral multiple thereof. In order to exercise the right to effect a Cash Early Settlement shall pay with respect to any Purchase Contracts, the Purchase Price for the shares of Common Stock to be delivered under the related Purchase Contract from the proceeds at maturity Holder of the Applicable Ownership Interests Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (as defined payable to the Company in clause immediately available funds) in an amount (the "Early Settlement Amount") equal to (i) the product of (A) the definition Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement plus (ii) if such termdelivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the Treasury Portfoliocase of a Corporate PIES Certificate, the distributions on the related Preferred Securities or Debentures payable on such Payment Date. As Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Agreement, upon the occurrence on account of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase any Contract Agent of his intent to effect a Cash Settlement of the Purchase Contract and delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) of the Purchase Contract Agreement, Adjustment Payments accrued on such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase Contract. In the event of the Company's failure to pay the Put Price when due, the Company shall be deemed to have netted such Holder's obligation to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver on account of any certificates therefor to dividends on the Holder unless it shall have received payment of the aggregate Purchase Price for the shares of Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby "Early Settlement Date" with respect to such Securities and all obligations and rights of the Company and the Holder thereunder shall terminate if such requirements are first satisfied after 5:00 p.m., New York City time, on a Termination Event shall occur. Upon the occurrence of Business Day or on a Termination Eventday that is not a Business Day, the Company "Early Settlement Date" with respect to such Securities shall give written notice to be the Purchase Contract Agent and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clausenext succeeding Business Day.

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component (a) A holder of Corporate Unit, such sale will be made by Units may settle the Remarketing Agent pursuant related Purchase Contracts in their entirety at any time on or prior to the terms seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of 20 Corporate Units; provided, however that a Holder of Corporate Units who does will not notify be permitted to settle the related Purchase Contract AgentContracts during any period commencing on and including the Business Day preceding the first of the three sequential Remarketing Dates comprising any Three‑Day Remarketing Period, and ending on and including, in the case of a Successful Remarketing during such Three‑Day Remarketing Period, the Reset Effective Date, or, if none of the Remarketings during such Three‑Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three‑Day Remarketing Period; provided, further, if the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of 400,000 Corporate Units at any time on or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding the Purchase Contract Settlement Date (or such other number of its intention Corporate Units as may be determined by the Remarketing Agents upon a Successful Remarketing of the Debentures if the Reset Effective Date is not a Payment Date). A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (an “Early Settlement”) but only in integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect a Cash Settlement shall pay the Purchase Price for Registration Statement covering the shares of Common Stock to be issued and delivered under the related Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests (as defined in clause (i) of the definition of such term) in the Treasury Portfolio. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Settlement respect of the Purchase Contract Contracts being settled, if such a Registration Statement is required (in the view of counsel for the Company, which need not be in the form of a written opinion) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) in respect of the Purchase Contract AgreementContracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase ContractEarly Settlement. In the event that a Holder seeks to exercise its Early Settlement right and a Registration Statement is required to be effective in connection with the exercise of such right but no such Registration Statement is then effective, the Company's failure to pay the Put Price when due, Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall be deemed have no further obligation with respect to have netted any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder's obligation ’s right to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock receive additional Contract Adjustment Payments in respect of a such Purchase Contract Contracts will terminate and (ii) no adjustment will be made to or deliver any certificates therefor to for the Holder unless it shall have received payment on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder Certificate evidencing Units shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice deliver such Certificate to the Purchase Contract Agent and at the Corporate Trust Office duly endorsed for transfer to the HoldersCompany or in blank with the form of Election to Settle Early/Fundamental Change Early Settlement on the reverse thereof duly completed DB1/ 116094647.1 and executed and accompanied by payment (payable to the Company in immediately available funds in an amount (the “Early Settlement Amount”) equal to the sum of (i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, at their addresses plus (ii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date relating to any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable, if any, on such Payment Date with respect to such Purchase Contracts; provided, that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. Except as they appear provided in the Security Registerimmediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock. In order for any of the foregoing requirements to be considered satisfied or effective with respect to a Purchase Contract underlying any Unit on or by a particular Business Day, such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the first Business Day on which all of the foregoing requirements have been satisfied by 5:00 p.m., New York City time, shall be the “Early Settlement Date” with respect to such Unit. Upon and after Early Settlement of the occurrence of a Termination EventPurchase Contracts, the Collateral Agent rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments (including any accrued and unpaid Contract Adjustment Payments) with respect to such Purchase Contracts shall release immediately and automatically terminate, except that the Pledged Senior Notes or Holders will receive any accrued and unpaid Contract Adjustment Payments if the appropriate Applicable Ownership Interests (as specified in clauseEarly Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Date.

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component (a) A holder of Corporate Unit, such sale will be made by Units may settle the Remarketing Agent pursuant related Purchase Contracts in their entirety at any time on or prior to the terms seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of 20 Corporate Units; provided, however that a Holder of Corporate Units who does will not notify be permitted to settle the related Purchase Contract AgentContracts during any period commencing on and including the Business Day preceding the first of the three sequential Remarketing Dates comprising any Three-Day Remarketing Period, and ending on and including, in the case of a Successful Remarketing during such Three-Day Remarketing Period, the Reset Effective Date, or if none of the Remarketings during such Three-Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three-Day Remarketing Period; provided, further, if the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of _____ Corporate Units at any time on or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding the Purchase Contract Settlement Date (or such other number of its intention Corporate Units as may be determined by the Remarketing Agents upon a Successful Remarketing of the Debentures if the Reset Effective Date is not a Payment Date). A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (an “Early Settlement”) but only in integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect a Cash Settlement shall pay the Purchase Price for Registration Statement covering the shares of Common Stock to be issued and delivered under the related Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests (as defined in clause (i) of the definition of such term) in the Treasury Portfolio. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Settlement respect of the Purchase Contract Contracts being settled, if such a Registration Statement is required (in the view of counsel for the Company, which need not be in the form of a written opinion) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) in respect of the Purchase Contract AgreementContracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase ContractEarly Settlement. In the event that a Holder seeks to exercise its Early Settlement right and a Registration Statement is required to be effective in connection with the exercise of such right but no such Registration Statement is then effective, the Company's failure to pay the Put Price when due, Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall be deemed have no further obligation with respect to have netted any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder's obligation ’s right to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock receive additional Contract Adjustment Payments in respect of a such Purchase Contract Contracts will terminate and (ii) no adjustment will be made to or deliver any certificates therefor to for the Holder unless it shall have received payment on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder Certificate evidencing Units shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice deliver such Certificate to the Purchase Contract Agent and at the Corporate Trust Office duly endorsed for transfer to the HoldersCompany or in blank with the form of Election to Settle Early/Fundamental Change Early Settlement on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds in an amount (the “Early Settlement Amount”) equal to the sum of (i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, at their addresses plus (ii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date relating to any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable, if any, on such Payment Date with respect to such Purchase Contracts; provided, that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. Except as they appear provided in the Security Registerimmediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock. In order for any of the foregoing requirements to be considered satisfied or effective with respect to a Purchase Contract underlying any Unit on or by a particular Business Day, such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the first Business Day on which all of the foregoing requirements have been satisfied by 5:00 p.m., New York City time, shall be the “Early Settlement Date” with respect to such Unit. Upon and after Early Settlement of the occurrence of a Termination EventPurchase Contracts, the Collateral Agent rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments (including any accrued and unpaid Contract Adjustment Payments) with respect to such Purchase Contracts shall release immediately and automatically terminate, except that the Pledged Senior Notes or Holders will receive any accrued and unpaid Contract Adjustment Payments if the appropriate Applicable Ownership Interests (as specified in clauseEarly Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Date.

Early Settlement. Unless (a) Subject to and upon compliance with the Treasury Portfolio has replaced provisions of this Section 5.9, at the Senior Notes as a component of Corporate Unit, such sale will be made by the Remarketing Agent pursuant to the terms option of the Remarketing Agreement on Holder thereof, Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may be settled early ("Early Settlement") in the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Units, a Holder case of Corporate Units who does not notify the Purchase Contract Agent(unless a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has occurred) on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date and in the case of its intention Treasury Units on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Purchase Contracts underlying Corporate Units may be settled early on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of 100,000 Corporate Units or in an integral multiple thereof. In order to exercise the right to effect a Cash Early Settlement shall pay with respect to any Purchase Contracts, the Purchase Price for the shares of Common Stock to be delivered under the related Purchase Contract from the proceeds at maturity Holder of the Applicable Ownership Interests Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office or the New York Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (as defined payable to the Company) in clause immediately available funds in an amount (the "Early Settlement Amount") equal to (i) the product of (A) the definition Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement plus (ii) if such term) in delivery is made with respect to any Purchase Contracts during the Treasury Portfolioperiod from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts. As Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Agreement, upon the occurrence on account of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase any Contract Agent of his intent to effect a Cash Settlement of the Purchase Contract and delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) of the Purchase Contract Agreement, Adjustment Payments accrued on such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase Contract. In the event of the Company's failure to pay the Put Price when due, the Company shall be deemed to have netted such Holder's obligation to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to on account of dividends on the Holder unless it shall have received payment of the aggregate Purchase Price for the shares of Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby "Early Settlement Date" with respect to such Securities and all obligations and rights of the Company and the Holder thereunder shall terminate if such requirements are first satisfied after 5:00 p.m., New York City time, on a Termination Event shall occur. Upon the occurrence of Business Day or on a Termination Eventday that is not a Business Day, the Company "Early Settlement Date" with respect to such Securities shall give written notice to be the Purchase Contract Agent and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clausenext succeeding Business Day.

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Unit, such sale will be made by the Remarketing Agent pursuant to the terms of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Units, a Holder (a) A holder of Corporate Units who does not notify may settle the related Purchase Contract Agent, Contracts in their entirety at any time on or prior to 5:00 p.m. (New York City time) on the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein, but only in integral multiples of its intention 20 Corporate Units; provided, however, if the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of 80,000 Corporate Units at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date (or such other number of Corporate Units as may be determined by the Remarketing Agent upon a Successful Remarketing of the Debentures if the Reset Effective Date is not a regular quarterly interest payment date). A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (an “Early Settlement”) but only in integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect a Cash Settlement shall pay the Purchase Price for Registration Statement covering the shares of Common Stock to be issued and delivered under the related Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests (as defined in clause (i) of the definition of such term) in the Treasury Portfolio. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Settlement respect of the Purchase Contract Contracts being settled, if such a Registration Statement is required (in the view of counsel for the Company, which need not be in the form of a written opinion) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) in respect of the Purchase Contract AgreementContracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase ContractEarly Settlement. In the event that a Holder seeks to exercise its Early Settlement right and a Registration Statement is required to be effective in connection with the exercise of such right but no such Registration Statement is then effective, the Company's failure to pay the Put Price when due, Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall be deemed have no further obligation with respect to have netted any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder's obligation ’s right to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock receive additional Contract Adjustment Payments in respect of a such Purchase Contract Contracts will terminate and (ii) no adjustment will be made to or deliver any certificates therefor to for the Holder unless it shall have received payment on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder Certificate evidencing Units shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice deliver such Certificate to the Purchase Contract Agent and at the Corporate Trust Office duly endorsed for transfer to the HoldersCompany or in blank with the form of Election to Settle Early/Fundamental Change Early Settlement on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds in an amount (the “Early Settlement Amount”) equal to the sum of (i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, at their addresses plus (ii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date relating to any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable, if any, on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. Except as they appear provided in the Security Registerimmediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock. In order for any of the foregoing requirements to be considered satisfied or effective with respect to a Purchase Contract underlying any Unit on or by a particular Business Day, such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the first Business Day on which all of the foregoing requirements have been satisfied by 5:00 p.m., New York City time shall be the “Early Settlement Date” with respect to such Unit. Upon and after Early Settlement of the occurrence of a Termination EventPurchase Contracts, the Collateral Agent rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments (including any accrued and unpaid Contract Adjustment Payments) with respect to such Purchase Contracts shall release immediately and automatically terminate, except that the Pledged Senior Notes or Holders will receive any accrued and unpaid Contract Adjustment Payments if the appropriate Applicable Ownership Interests (as specified in clauseEarly Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Date.

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component (a) A holder of Corporate Unit, such sale will be made by Units may settle the Remarketing Agent pursuant related Purchase Contracts in their entirety at any time on or prior to the terms seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of 20 Corporate Units; provided, however that a Holder of Corporate Units who does will not notify be permitted to settle the related Purchase Contract AgentContracts during any period commencing on and including the Business Day preceding the first of the three sequential Remarketing Dates comprising any Three‑Day Remarketing Period, and ending on and including, in the case of a Successful Remarketing during such Three‑Day Remarketing Period, the Reset Effective Date, or if none of the Remarketings during such Three‑Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three‑Day Remarketing Period; provided, further, if the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of 80,000 Corporate Units at any time on or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding the Purchase Contract Settlement Date (or such other number of its intention Corporate Units as may be determined by the Remarketing Agent upon a Successful Remarketing of the Debentures if the Reset Effective Date is not a regular quarterly interest payment date). A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (an “Early Settlement”) but only in integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect a Cash Settlement shall pay the Purchase Price for Registration Statement covering the shares of Common Stock to be issued and delivered under the related Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests (as defined in clause (i) of the definition of such term) in the Treasury Portfolio. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Settlement respect of the Purchase Contract Contracts being settled, if such a Registration Statement is required (in the view of counsel for the Company, which need not be in the form of a written opinion) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) in respect of the Purchase Contract AgreementContracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase ContractEarly Settlement. In the event that a Holder seeks to exercise its Early Settlement right and a Registration Statement is required to be effective in connection with the exercise of such right but no such Registration Statement is then effective, the CompanyHolder's failure to pay the Put Price when due, exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall be deemed have no further obligation with respect to have netted any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder's obligation right to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock receive additional Contract Adjustment Payments in respect of a such Purchase Contract Contracts will terminate and (ii) no adjustment will be made to or deliver any certificates therefor to for the Holder unless it shall have received payment on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder Certificate evidencing Units shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice deliver such Certificate to the Purchase Contract Agent and at the Corporate Trust Office duly endorsed for transfer to the HoldersCompany or in blank with the form of Election to Settle Early/Fundamental Change Early Settlement on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds in an amount (the “Early Settlement Amount”) equal to the sum of vii. the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clauseplus

Early Settlement. Unless (a) Subject to and upon compliance with the Treasury Portfolio has replaced provisions of this Section 5.7, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the Senior Notes as a component of Corporate Unit, such sale will be made by the Remarketing Agent pursuant to the terms option of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio Holder thereof, be settled early ("Early Settlement") (unless a Tax Event Redemption has replaced the Senior Notes as a component of Corporate Units, a Holder of Corporate Units who does not notify the Purchase Contract Agent, occurred) on or prior to 5:00 p.m. (New York City time) on the fifth seventh Business Day immediately preceding the Remarketing Date or any Subsequent Remarketing Date; and if either the Normal Units have been converted into Stripped Units or if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Normal Units, Purchase Contract Settlement Date Contracts underlying Normal Units may be settled early on or prior to the second Business Day immediately preceding the Stock Purchase Date, but only in an aggregate amount of its intention $1,000 or in an integral multiple thereof. In order to exercise the right to effect a Cash Early Settlement shall pay with respect to any Purchase Contracts, the Purchase Price for Holder of the shares of Common Stock to be delivered under Certificate evidencing the related Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests (as defined in clause (i) of the definition of Units shall deliver such term) in the Treasury Portfolio. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Settlement of the Purchase Contract and delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase Contract. In the event of the Company's failure to pay the Put Price when due, the Company shall be deemed to have netted such Holder's obligation to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice Certificate to the Purchase Contract Agent and at the Corporate Trust office duly endorsed for transfer to the HoldersCompany or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (1) the product of (A) the Stated Amount of such Units times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement. No payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement (2) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date for any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at their addresses as they appear in or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the Security Register. Upon "Early Settlement Date" with respect to such Unit and if such requirements are first satisfied after the occurrence of 5:00 p.m., New York City time, on a Termination EventBusiness Day or on a day that is not a Business Day, the Collateral Agent "Early Settlement Date" with respect to such Units shall release be the Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clausenext succeeding Business Day.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.07 and the last sentence of this Section 5.07(a), at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early (“Early Settlement”) at any time prior to 5:00 p.m., New York City time, on the seventh Business Day immediately preceding the Purchase Contract Settlement Date; provided that no Early Settlement will be permitted pursuant to this Section 5.07 unless, at the time such Early Settlement is effected, there is an effective Registration Statement with respect to any securities to be issued and delivered in connection with such Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Company) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use best efforts to (i) have in effect a Registration Statement covering any securities to be delivered in respect of the Purchase Contracts being settled and (ii) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early Settlement. Unless the Treasury Portfolio has replaced a Successful Remarketing of the Senior Notes as or a component Tax Event Redemption has previously occurred, Holders of Corporate UnitUnits shall not be permitted to effect Early Settlement during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates comprising a Three-Day Remarketing Period and ending on and including the Reset Date relating to a Successful Remarketing or, if none of the Remarketings during such Three-Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three-Day Remarketing Period. (b) In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units shall deliver, at any time prior to 5:00 p.m., New York City time, on the seventh Business Day immediately preceding the Purchase Contract Settlement Date, such sale will Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount (the “Early Settlement Amount”) equal to the sum of: (i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (ii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments and any Deferred Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts, minus (iii) the amount of any Deferred Contract Adjustment Payments. Except as provided in the immediately preceding sentence, no payment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Units at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the “Early Settlement Date” with respect to such Units and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the “Early Settlement Date” with respect to such Units shall be the next succeeding Business Day. Upon the receipt of such Certificate and Early Settlement Amount from the Holder, the Purchase Contract Agent shall pay to the Company such Early Settlement Amount, the receipt of which payment the Company shall confirm in writing. The Purchase Contract Agent shall then notify the Collateral Agent that (A) such Holder has elected to effect an Early Settlement, which notice shall set forth the number of such Purchase Contracts as to which such Holder has elected to effect Early Settlement, (B) the Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Remarketing Company, the related Early Settlement Amount and (C) all conditions to such Early Settlement have been satisfied. Upon receipt by the Collateral Agent of the notice from the Purchase Contract Agent set forth in the preceding paragraph, the Collateral Agent shall release from the Pledge, (1) the Pledged Senior Notes or the Pledged Applicable Ownership Interests in the case of a Holder of Corporate Units or (2) Pledged Treasury Securities, in the case of a Holder of Treasury Units, in each case with a Value equal to the product of (x) the Stated Amount times (y) the number of Purchase Contracts as to which such Holder has elected to effect Early Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Applicable Ownership Interests or Pledged Senior Notes or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. Holders of Treasury Units may only effect Early Settlement pursuant to the terms this Section 5.07 in integral multiples of the Remarketing Agreement on the Final Remarketing Date20 Treasury Units. If the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, a Holder Corporate Units Holders may only effect Early Settlement pursuant to this Section 5.07 in integral multiples of 12,800 Corporate Units or such other number of Corporate Units who does not notify as may be determined by the Purchase Contract Agent, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date of its intention to effect Remarketing Agent following a Cash Settlement shall pay the Purchase Price for the shares of Common Stock to be delivered under the related Purchase Contract from the proceeds at maturity Successful Remarketing of the Applicable Ownership Interests (as defined in clause (i) of Senior Notes if the definition of such term) in the Treasury PortfolioReset Date is not a Payment Date. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Upon Early Settlement of the Purchase Contract and delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase Contract. In the event of the Company's failure to pay the Put Price when dueContracts, the Company shall be deemed to have netted such Holder's obligation to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company Holders to receive and the Holder thereunder shall terminate if a Termination Event shall occur. Upon the occurrence obligation of a Termination Event, the Company to pay any Contract Adjustment Payments (including any accrued and unpaid Contract Adjustment Payments) with respect to such Purchase Contracts shall give written notice to the Purchase Contract Agent immediately and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clauseautomatically terminate.

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component (a) A holder of Corporate Unit, such sale will be made by Units may settle the Remarketing Agent pursuant related Purchase Contracts in their entirety at any time on or prior to the terms seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of 20 Corporate Units; provided, however that a Holder of Corporate Units who does will not notify be permitted to settle the related Purchase Contract AgentContracts during any period commencing on and including the Business Day preceding the first of the three sequential Remarketing Dates comprising any Three-Day Remarketing Period, and ending on and including, in the case of a Successful Remarketing during such Three-Day Remarketing Period, the Reset Effective Date, or, if none of the Remarketings during such Three-Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three-Day Remarketing Period; provided, further, if the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of 4,000 Corporate Units at any time on or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding the Purchase Contract Settlement Date (or such other number of its intention Corporate Units as may be determined by the Remarketing Agents upon a Successful Remarketing of the Debentures if the Reset Effective Date is not a Payment Date). A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (an “Early Settlement”) but only in integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect a Cash Settlement shall pay the Purchase Price for Registration Statement covering the shares of Common Stock to be issued and delivered under the related Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests (as defined in clause (i) of the definition of such term) in the Treasury Portfolio. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Settlement respect of the Purchase Contract Contracts being settled, if such a Registration Statement is required (in the view of counsel for the Company, which need not be in the form of a written opinion) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) in respect of the Purchase Contract AgreementContracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase ContractEarly Settlement. In the event that a Holder seeks to exercise its Early Settlement right and a Registration Statement is required to be effective in connection with the exercise of such right but no such Registration Statement is then effective, the Company's failure to pay the Put Price when due, Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall be deemed have no further obligation with respect to have netted any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder's obligation ’s right to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock receive additional Contract Adjustment Payments in respect of a such Purchase Contract Contracts will terminate and (ii) no adjustment will be made to or deliver any certificates therefor to for the Holder unless it shall have received payment on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder Certificate evidencing Units shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice deliver such Certificate to the Purchase Contract Agent and at the Corporate Trust Office duly endorsed for transfer to the HoldersCompany or in blank with the form of Election to Settle Early/Fundamental Change Early Settlement on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds) in an amount (the “Early Settlement Amount”) equal to the sum of (i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, at their addresses plus DB1/ 132079547.5 (ii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date relating to any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable, if any, on such Payment Date with respect to such Purchase Contracts; provided, that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. Except as they appear provided in the Security Registerimmediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock. In order for any of the foregoing requirements to be considered satisfied or effective with respect to a Purchase Contract underlying any Unit on or by a particular Business Day, such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the first Business Day on which all of the foregoing requirements have been satisfied by 5:00 p.m., New York City time, shall be the “Early Settlement Date” with respect to such Unit. Upon and after Early Settlement of the occurrence of a Termination EventPurchase Contracts, the Collateral Agent rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments (including any accrued and unpaid Contract Adjustment Payments) with respect to such Purchase Contracts shall release immediately and automatically terminate, except that the Pledged Senior Notes or Holders will receive any accrued and unpaid Contract Adjustment Payments if the appropriate Applicable Ownership Interests (as specified in clauseEarly Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Date.

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component (a) A holder of Corporate Unit, such sale will be made by Units may settle the Remarketing Agent pursuant related Purchase Contracts in their entirety at any time on or prior to the terms seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of 20 Corporate Units; provided, however that a Holder of Corporate Units who does will not notify be permitted to settle the related Purchase Contract AgentContracts during any period commencing on and including the Business Day preceding the first of the three sequential Remarketing Dates comprising any Three‑Day Remarketing Period, and ending on and including, in the case of a Successful Remarketing during such Three‑Day Remarketing Period, the Reset Effective Date, or, if none of the Remarketings during such Three‑Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three‑Day Remarketing Period; provided, further, if the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of 160,000 Corporate Units at any time on or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding the Purchase Contract Settlement Date (or such other number of its intention Corporate Units as may be determined by the Remarketing Agents upon a Successful Remarketing of the Debentures if the Reset Effective Date is not a Payment Date). A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (an “Early Settlement”) but only in integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect a Cash Settlement shall pay the Purchase Price for Registration Statement covering the shares of Common Stock to be issued and delivered under the related Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests (as defined in clause (i) of the definition of such term) in the Treasury Portfolio. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Settlement respect of the Purchase Contract Contracts being settled, if such a Registration Statement is required (in the view of counsel for the Company, which need not be in the form of a written opinion) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) in respect of the Purchase Contract AgreementContracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase ContractEarly Settlement. In the event that a Holder seeks to exercise its Early Settlement right and a Registration Statement is required to be effective in connection with the exercise of such right but no such Registration Statement is then effective, the Company's failure to pay the Put Price when due, Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall be deemed have no further obligation with respect to have netted any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder's obligation ’s right to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock receive additional Contract Adjustment Payments in respect of a such Purchase Contract Contracts will terminate and (ii) no adjustment will be made to or deliver any certificates therefor to for the Holder unless it shall have received payment on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder Certificate evidencing Units shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice deliver such Certificate to the Purchase Contract Agent and at the Corporate Trust Office duly endorsed for transfer to the HoldersCompany or in blank with the form of Election to Settle Early/Fundamental Change Early Settlement on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds in an amount (the “Early Settlement Amount”) equal to the sum of (i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, at their addresses plus (ii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date relating to any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable, if any, on such Payment Date with respect to such Purchase Contracts; provided, that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. Except as they appear provided in the Security Registerimmediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock. In order for any of the foregoing requirements to be considered satisfied or effective with respect to a Purchase Contract underlying any Unit on or by a particular Business Day, such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the first Business Day on which all of the foregoing requirements have been satisfied by 5:00 p.m., New York City time, shall be the “Early Settlement Date” with respect to such Unit. Upon and after Early Settlement of the occurrence of a Termination EventPurchase Contracts, the Collateral Agent rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments (including any accrued and unpaid Contract Adjustment Payments) with respect to such Purchase Contracts shall release immediately and automatically terminate, except that the Pledged Senior Notes or Holders will receive any accrued and unpaid Contract Adjustment Payments if the appropriate Applicable Ownership Interests (as specified in clauseEarly Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Date.

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Unit, such sale will be made by the Remarketing Agent pursuant to the terms of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Units, a Holder (a) A holder of Corporate Units who does not notify may settle the related Purchase Contract Agent, Contracts in their entirety at any time on or prior to 5:00 p.m. (New York City time) on the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein, but only in integral multiples of its intention 20 Corporate Units; provided, however, if the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of 20,000 Corporate Units at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date (or such other number of Corporate Units as may be determined by the Remarketing Agent upon a Successful Remarketing of the Debentures if the Reset Effective Date is not a regular quarterly interest payment date). A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (an “Early Settlement”) but only in integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect a Cash Settlement shall pay the Purchase Price for Registration Statement covering the shares of Common Stock to be issued and delivered under the related Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests (as defined in clause (i) of the definition of such term) in the Treasury Portfolio. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Settlement respect of the Purchase Contract Contracts being settled, if such a Registration Statement is required (in the view of counsel for the Company, which need not be in the form of a written opinion) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) in respect of the Purchase Contract AgreementContracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase ContractEarly Settlement. In the event that a Holder seeks to exercise its Early Settlement right and a Registration Statement is required to be effective in connection with the exercise of such right but no such Registration Statement is then effective, the Company's failure to pay the Put Price when due, Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall be deemed have no further obligation with respect to have netted any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder's obligation ’s right to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock receive additional Contract Adjustment Payments in respect of a such Purchase Contract Contracts will terminate and (ii) no adjustment will be made to or deliver any certificates therefor to for the Holder unless it shall have received payment on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder Certificate evidencing Units shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice deliver such Certificate to the Purchase Contract Agent and at the Corporate Trust Office duly endorsed for transfer to the HoldersCompany or in blank with the form of Election to Settle Early/Fundamental Change Early Settlement on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds in an amount (the “Early Settlement Amount”) equal to the sum of (i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, at their addresses plus (ii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date relating to any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable, if any, on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. Except as they appear provided in the Security Registerimmediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock. In order for any of the foregoing requirements to be considered satisfied or effective with respect to a Purchase Contract underlying any Unit on or by a particular Business Day, such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the first Business Day on which all of the foregoing requirements have been satisfied by 5:00 p.m., New York City time shall be the “Early Settlement Date” with respect to such Unit. Upon and after Early Settlement of the occurrence of a Termination EventPurchase Contracts, the Collateral Agent rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments (including any accrued and unpaid Contract Adjustment Payments) with respect to such Purchase Contracts shall release immediately and automatically terminate, except that the Pledged Senior Notes or Holders will receive any accrued and unpaid Contract Adjustment Payments if the appropriate Applicable Ownership Interests (as specified in clauseEarly Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Date.

Early Settlement. Unless (a) Subject to and upon compliance with the Treasury Portfolio has replaced provisions of this Section 5.9, at the Senior Notes as a component of Corporate Unit, such sale will be made by the Remarketing Agent pursuant to the terms option of the Remarketing Agreement on Holder thereof, Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may be settled early ("Early Settlement") in the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Units, a Holder case of Corporate Units who does not notify the Purchase Contract Agent(unless a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has occurred) on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date and in the case of its intention Treasury Units on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Purchase Contracts underlying Corporate Units may be settled early on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of [ ] Corporate Units or in an integral multiple thereof. In order to exercise the right to effect a Cash Early Settlement shall pay with respect to any Purchase Contracts, the Purchase Price for the shares of Common Stock to be delivered under the related Purchase Contract from the proceeds at maturity Holder of the Applicable Ownership Interests Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office or the New York Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (as defined payable to the Company) in clause immediately available funds in an amount (the "Early Settlement Amount") equal to (i) the product of (A) the definition Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement plus (ii) if such term) in delivery is made with respect to any Purchase Contracts during the Treasury Portfolioperiod from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts. As Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Agreement, upon the occurrence on account of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase any Contract Agent of his intent to effect a Cash Settlement of the Purchase Contract and delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) of the Purchase Contract Agreement, Adjustment Payments accrued on such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase Contract. In the event of the Company's failure to pay the Put Price when due, the Company shall be deemed to have netted such Holder's obligation to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to on account of dividends on the Holder unless it shall have received payment of the aggregate Purchase Price for the shares of Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby "Early Settlement Date" with respect to such Securities and all obligations and rights of the Company and the Holder thereunder shall terminate if such requirements are first satisfied after 5:00 p.m., New York City time, on a Termination Event shall occur. Upon the occurrence of Business Day or on a Termination Eventday that is not a Business Day, the Company "Early Settlement Date" with respect to such Securities shall give written notice to be the Purchase Contract Agent and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clausenext succeeding Business Day.

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Unit, such sale will be made by the Remarketing Agent pursuant to the terms of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Units, a Holder (a) A holder of Corporate Units who does not notify may settle the related Purchase Contract Agent, Contracts in their entirety on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding either Purchase Contract Settlement Date in the manner described herein, but only in integral multiples of 40 Corporate Units; provided, however, that such settlements may not be made during the period from the fifth Business Day immediately preceding the First Purchase Contract Settlement Date through the First Purchase Contract Settlement Date, and provided, further, if a Treasury Portfolio has become a component of its intention to effect a Cash Settlement shall pay the Purchase Price for the shares Corporate Units, Holders of Common Stock to be delivered under Corporate Units may settle early only in integral multiples of 1,600,000 Corporate Units. A holder of Treasury Units may settle the related Purchase Contracts in their entirety on or prior to the second Business Day immediately preceding each Purchase Contract from Settlement Date in the proceeds at maturity manner described herein (in either case, an Early Settlement) but only in integral multiples of the Applicable Ownership Interests (as defined in clause 40 Treasury Units. Upon Early Settlement, (i) the holder's rights to receive Deferred Contract Adjustment Payments on the Purchase Contracts being settled will be forfeited, (ii) the holder's right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (iii) no adjustment will be made to or for the holder on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any such early settlement ("Early Settlement") with respect to any Purchase Contracts, the Holder of the definition Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to the sum of (i)(A) $50 times the number of Purchase Contracts being settled if settled on or prior to the First Purchase Contract Settlement Date or (B) $25 times the number of Purchase Contracts being settled if settled after the First Purchase Contract Settlement Date, plus, in either case, (ii) if such term) in delivery is made with respect to any Purchase Contracts during the Treasury Portfolioperiod from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts. As Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or 49 adjustment shall be made upon Early Settlement of any Purchase Contract Agreement, upon the occurrence on account of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the any Contract Adjustment Payments accrued on such Purchase Contract Agent or on account of his intent to effect a Cash Settlement any dividends on the Common Stock issued upon such Early Settlement. In order for any of the Purchase Contract and delivered the Purchase Price foregoing requirements to the Collateral Agent pursuant be considered satisfied or effective with respect to Section 5.02(e)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase Contract. In the event of the Company's failure to pay the Put Price when due, the Company shall be deemed to have netted such Holder's obligation to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract underlying any Security on or deliver any certificates therefor by a particular Business Day, such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the Holder unless it shall have received payment first Business Day on which all of the aggregate Purchase Price for foregoing requirements have been satisfied by 5:00 p.m., New York City time shall be the shares of Common Stock "Early Settlement Date" with respect to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice to the Purchase Contract Agent and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clausesuch Security.

Early Settlement. Unless (a) Subject to and upon ----------------- compliance with the Treasury Portfolio has replaced provisions of this Section 5.11, at the Senior Notes as a component of Corporate Unit, such sale will be made by the Remarketing Agent pursuant to the terms option of the Remarketing Agreement on Holder thereof, Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may be settled early ("Early Settlement") in the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Units, a Holder case of Corporate Units who does not notify the Purchase Contract Agent, (unless a Tax Event Redemption or any earlier Successful Remarketing has occurred) on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date and in the case of its intention Treasury Units on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or any earlier Successful Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Purchase Contracts underlying Corporate Units may be settled early on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of ____ Corporate Units or in an integral multiple thereof. In order to exercise the right to effect a Cash Early Settlement shall pay with respect to any Purchase Contracts, the Purchase Price for the shares of Common Stock to be delivered under the related Purchase Contract from the proceeds at maturity Holder of the Applicable Ownership Interests Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office or the New York Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (as defined payable to the Company) in clause immediately available funds in an amount (the "Early Settlement Amount") equal to the product of (i) the Stated Amount times (ii) the number (A) of Purchase Contracts with respect to which the definition Holder has elected to effect Early Settlement, plus (B) if such delivery is made with respect to any Purchase Contracts during the period from close of business on any Record Date next preceding any Payment Date to the opening of business on such termPayment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) in of this sentence if the Treasury PortfolioCompany shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. As Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase on any Contract Agent of his intent to effect a Cash Settlement of the Purchase Contract and delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) of the Purchase Contract Agreement, Adjustment Payments accrued on such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase Contract. In the event of the Company's failure to pay the Put Price when due, the Company shall be deemed to have netted such Holder's obligation to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to on account of dividends on the Holder unless it shall have received payment of the aggregate Purchase Price for the shares of PCS Common Stock issued upon such Early Settlement or on account of any Deferred Contract Adjustment Payments. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby "Early Settlement Date" with respect to such Securities and all obligations and rights of the Company and the Holder thereunder shall terminate if such requirements are first satisfied after 5:00 p.m., New York City time, on a Termination Event shall occur. Upon the occurrence of Business Day or on a Termination Eventday that is not a Business Day, the Company "Early Settlement Date" with respect to such Securities shall give written notice to be the Purchase Contract Agent and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clausenext succeeding Business Day.

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component (a) A holder of Corporate Unit, such sale will be made by Units may settle the Remarketing Agent pursuant related Purchase Contracts in their entirety at any time on or prior to the terms seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of 20 Corporate Units; provided, however that a Holder of Corporate Units who does will not notify be permitted to settle the related Purchase Contract AgentContracts during any period commencing on and including the Business Day preceding the first of the three sequential Remarketing Dates comprising any Three‑Day Remarketing Period, and ending on and including, in the case of a Successful Remarketing during such Three‑Day Remarketing Period, the Reset Effective Date, or, if none of the Remarketings during such Three‑Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three‑Day Remarketing Period; provided, further, if the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of 100,000 Corporate Units at any time on or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding the Purchase Contract Settlement Date (or such other number of its intention Corporate Units as may be determined by the Remarketing Agents upon a Successful Remarketing of the Debentures if the Reset Effective Date is not a Payment Date). A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (an “Early Settlement”) but only in integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect a Cash Settlement shall pay the Purchase Price for Registration Statement covering the shares of Common Stock to be issued and delivered under the related Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests (as defined in clause (i) of the definition of such term) in the Treasury Portfolio. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Settlement respect of the Purchase Contract Contracts being settled, if such a Registration Statement is required (in the view of counsel for the Company, which need not be in the form of a written opinion) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) in respect of the Purchase Contract AgreementContracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase ContractEarly Settlement. In the event that a Holder seeks to exercise its Early Settlement right and a Registration Statement is required to be effective in connection with the exercise of such right but no such Registration Statement is then effective, the Company's failure to pay the Put Price when due, Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall be deemed have no further obligation with respect to have netted any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder's obligation ’s right to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock receive additional Contract Adjustment Payments in respect of a such Purchase Contract Contracts will terminate and (ii) no adjustment will be made to or deliver any certificates therefor to for the Holder unless it shall have received payment on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder 61 Certificate evidencing Units shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice deliver such Certificate to the Purchase Contract Agent and at the Corporate Trust Office duly endorsed for transfer to the HoldersCompany or in blank with the form of Election to Settle Early/Fundamental Change Early Settlement on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds in an amount (the “Early Settlement Amount”) equal to the sum of (i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, at their addresses plus (ii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date relating to any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable, if any, on such Payment Date with respect to such Purchase Contracts; provided, that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. Except as they appear provided in the Security Registerimmediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock. In order for any of the foregoing requirements to be considered satisfied or effective with respect to a Purchase Contract underlying any Unit on or by a particular Business Day, such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the first Business Day on which all of the foregoing requirements have been satisfied by 5:00 p.m., New York City time, shall be the “Early Settlement Date” with respect to such Unit. Upon and after Early Settlement of the occurrence of a Termination EventPurchase Contracts, the Collateral Agent rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments (including any accrued and unpaid Contract Adjustment Payments) with respect to such Purchase Contracts shall release immediately and automatically terminate, except that the Pledged Senior Notes or Holders will receive any accrued and unpaid Contract Adjustment Payments if the appropriate Applicable Ownership Interests (as specified in clauseEarly Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Date.

Early Settlement. Unless (a) A holder of Income PRIDES may settle the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Unit, such sale will be made by the Remarketing Agent pursuant to the terms of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Units, a Holder of Corporate Units who does not notify the related Purchase Contract Agent, Contracts in their entirety on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding either Purchase Contract Settlement Date in the manner described herein, but only in integral multiples of 40 Income PRIDES; provided, however, that such settlements may not be made during the period from the fifth Business Day immediately preceding the First Purchase Contract Settlement Date through the First Purchase Contract Settlement Date, and provided, further, if a Tax Event Redemption has occurred prior to such Purchase Contract Settlement Date and the Treasury Portfolio has become a component of its intention the Income PRIDES, holders of Income PRIDES may settle early only in integral multiples of 1,600,000 Income PRIDES at any time on or prior to effect a Cash the second Business Day immediately preceding such Purchase Contract Settlement shall pay Date (but not during the period two Business Days immediately preceding the First Purchase Price for Contract Settlement Date through the shares First Purchase Contract Settlement Date). A holder of Common Stock to be delivered under Growth PRIDES may settle the related Purchase Contracts in their entirety on or prior to the second Business Day immediately preceding each Purchase Contract from Settlement Date in the proceeds at maturity manner described herein (in either case, an Early Settlement but only in integral multiples of the Applicable Ownership Interests (as defined in clause 40 Growth PRIDES). Upon Early Settlement, (i) the holder's rights to receive Deferred Contract Adjustment Payments on the Purchase Contracts being settled will be forfeited, (ii) the holder's right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (iii) no adjustment will be made to or for the holder on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any such early settlement ("Early Settlement") with respect to any Purchase Contracts, the Holder of the definition Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to the sum of (i)(A) $50 times the number of Purchase Contracts being settled if settled on or prior to the fifth Business Day immediately preceding the First Purchase Contract Settlement Date or (B) $25 times the number of Purchase Contracts being settled if settled after the First Purchase Contract Settlement Date, plus, in either case, (ii) if such term) in delivery is made with respect to any Purchase Contracts during the Treasury Portfolioperiod from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts. As Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Agreement, upon the occurrence on account of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the any Contract Adjustment Payments accrued on such Purchase Contract Agent or on account of his intent to effect a Cash Settlement any dividends on the Common Stock issued upon such Early Settlement. In order for any of the Purchase Contract and delivered the Purchase Price foregoing requirements to the Collateral Agent pursuant be considered satisfied or effective with respect to Section 5.02(e)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase Contract. In the event of the Company's failure to pay the Put Price when due, the Company shall be deemed to have netted such Holder's obligation to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract underlying any Security on or deliver any certificates therefor by a particular Business Day, such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the Holder unless it shall have received payment first Business Day on which all of the aggregate Purchase Price for foregoing requirements have been satisfied by 5:00 p.m., New York City time.shall be the shares of Common Stock "Early Settlement Date" with respect to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice to the Purchase Contract Agent and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clausesuch Security.

Early Settlement. Unless (a) Subject to and upon compliance with the Treasury Portfolio has replaced provisions of this Section 5.10, at the Senior Notes as a component of Corporate Unit, such sale will be made by the Remarketing Agent pursuant to the terms option of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component Holder thereof, Purchase Contracts underlying Securities having an aggregate Stated Amount of Corporate Units, a Holder of Corporate Units who does not notify the Purchase Contract Agent, $1,000 or integral multiples thereof may effect early settlement ("Early Settlement") on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date Date. Holders of its intention Treasury Units may only effect Early Settlement of the related Purchase Contracts in integral multiples of 20 Treasury Units, and if a Tax Event Redemption, a Successful Initial Remarketing or a Successful Secondary Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Purchase Contracts underlying the Securities may only be settled in integral multiples of 32,000 Corporate Units. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver to the Agent at the Corporate Trust Office or at the New York Office an "Election to Settle Early" form (on the reverse side of the Certificate) and any other documents requested by the Agent and accompanied by payment (payable to the Company in immediately available funds) in an amount (the "Early Settlement Amount") equal to the product of (i) (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (ii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts. Except as provided in the immediately preceding sentence and subject to Section 5.1 hereof, no payment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of dividends payable on the Common Stock issued upon such Early Settlement, the record date for which payment occurs prior to the Early Settlement Date. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities prior to or at 5:00 p.m. (New York City time) on a Cash Business Day, such day shall be the "Early Settlement Date" with respect to such Securities and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Securities shall pay be the next succeeding Business Day (so long as such next succeeding Business Day is not later than the fifth Business Day immediately preceding the Purchase Price Contract Settlement Date) (b) No Early Settlement will be permitted under this Section 5.10 unless, at the time of delivery of the Election to Settle Early form or the time the Early Settlement is effected, there is an effective registration statement with respect to the shares of Common Stock to be issued and delivered in connection with such Early Settlement, if such a registration statement is required (in the view of counsel, which need not be in the form of a written opinion, for either the Company or the Agent) under the Securities Act. If such a registration statement is so required, the Company covenants and agrees to use its reasonable best efforts to (A) have in effect a registration statement covering the shares of Common Stock to be delivered under the related Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests (as defined in clause (i) of the definition of such term) in the Treasury Portfolio. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Settlement respect of the Purchase Contract Contracts being settled and delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii(B) of the Purchase Contract Agreement, such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of provide a portion of the proceeds from the Put Right prospectus in full satisfaction of such Holder's obligations under the Purchase Contract. In the event of the Company's failure to pay the Put Price when due, the Company shall be deemed to have netted such Holder's obligation to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Priceconnection therewith, in full satisfaction of each case in a form that the Agent may use in connection with such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice to the Purchase Contract Agent and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clauseEarly Settlement.

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component (a) A holder of Corporate Unit, such sale will be made by Units may settle the Remarketing Agent pursuant related Purchase Contracts in their entirety at any time on or prior to the terms seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of 20 Corporate Units; provided, however that a Holder of Corporate Units who does will not notify be permitted to settle the related Purchase Contract AgentContracts during any period commencing on and including the Business Day preceding the first of the three sequential Remarketing Dates comprising any Three-Day Remarketing Period, and ending on and including, in the case of a Successful Remarketing during such Three-Day Remarketing Period, the Reset Effective Date, or, if none of the Remarketings during such Three-Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three-Day Remarketing Period; provided, further, if the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of _____ Corporate Units at any time on or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding the Purchase Contract Settlement Date (or such other number of its intention Corporate Units as may be determined by the Remarketing Agents upon a Successful Remarketing of the Debentures if the Reset Effective Date is not a Payment Date). A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (an “Early Settlement”) but only in integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect a Cash Settlement shall pay the Purchase Price for Registration Statement covering the shares of Common Stock to be issued and delivered under the related Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests (as defined in clause (i) of the definition of such term) in the Treasury Portfolio. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Settlement respect of the Purchase Contract Contracts being settled, if such a Registration Statement is required (in the view of counsel for the Company, which need not be in the form of a written opinion) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) in respect of the Purchase Contract AgreementContracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase ContractEarly Settlement. In the event that a Holder seeks to exercise its Early Settlement right and a Registration Statement is required to be effective in connection with the exercise of such right but no such Registration Statement is then effective, the Company's failure to pay the Put Price when due, Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall be deemed have no further obligation with respect to have netted any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder's obligation ’s right to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock receive additional Contract Adjustment Payments in respect of a such Purchase Contract Contracts will terminate and (ii) no adjustment will be made to or deliver any certificates therefor to for the Holder unless it shall have received payment on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder Certificate evidencing Units shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice deliver such Certificate to the Purchase Contract Agent and at the Corporate Trust Office duly endorsed for transfer to the HoldersCompany or in blank with the form of Election to Settle Early/Fundamental Change Early Settlement on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds in an amount (the “Early Settlement Amount”) equal to the sum of (i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, at their addresses plus (ii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date relating to any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable, if any, on such Payment Date with respect to such Purchase Contracts; provided, that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. Except as they appear provided in the Security Registerimmediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock. In order for any of the foregoing requirements to be considered satisfied or effective with respect to a Purchase Contract underlying any Unit on or by a particular Business Day, such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the first Business Day on which all of the foregoing requirements have been satisfied by 5:00 p.m., New York City time, shall be the “Early Settlement Date” with respect to such Unit. Upon and after Early Settlement of the occurrence of a Termination EventPurchase Contracts, the Collateral Agent rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments (including any accrued and unpaid Contract Adjustment Payments) with respect to such Purchase Contracts shall release immediately and automatically terminate, except that the Pledged Senior Notes or Holders will receive any accrued and unpaid Contract Adjustment Payments if the appropriate Applicable Ownership Interests (as specified in clauseEarly Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Date.

Early Settlement. Unless Subject to the conditions described below, a holder of Corporate Units or Treasury Portfolio Units may settle the related stock purchase contracts at any time prior to 5:00 p.m., New York City time, on the second business day immediately preceding the first day of the first remarketing period, in the case of Corporate Units, or the second business day immediately preceding the scheduled stock purchase date for the first remarketing period, in the case of Treasury Units. If the treasury portfolio has replaced the Senior Notes trust preferred securities as a component of Corporate Unit, such sale will be made by the Remarketing Agent pursuant to the terms of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Units, a Holder holders of Corporate Units who does not notify the Purchase Contract Agent, on or may settle early only in integral multiples of 200 Corporate Units at any time prior to 5:00 p.m. (p.m., New York City time) , on the fifth Business Day second business day immediately preceding the Purchase Contract Settlement Date of its intention to effect a Cash Settlement shall pay the Purchase Price scheduled stock purchase date for the shares first remarketing period. We refer to this right as the “early settlement right.” In order to settle stock purchase contracts early, a holder of Common Stock PEPS Units must deliver to be delivered under the related Purchase Contract from stock purchase contract agent (1) a completed “Election to Settle Early” form, along with the proceeds at maturity of the Applicable Ownership Interests Corporate Unit or Treasury Unit certificate, if they are in certificated form, and (as defined 2) a cash payment in clause immediately available funds in an amount equal to (i) $1,000 times the number of stock purchase contracts being settled plus (ii) if the definition delivery is made with respect to stock purchase contracts during the period from the close of business on any record date next preceding any distribution date to the opening of business on such termdistribution date, an amount equal to the contract adjustment payments payable on the distribution date with respect to the stock purchase contracts. So long as you hold PEPS Units as a beneficial interest in a global security deposited with the depositary, procedures for early settlement will also be governed by standing arrangements between the depositary and the stock purchase contract agent. In order to exercise your early settlement right, you must give us written notice of your intention to exercise this right at least 61 days prior to the date of exercise. Upon early settlement, (1) the holder will receive a number of shares of our common stock per PEPS Unit equal to the minimum settlement rate, subject to adjustment under the circumstances described under “—Anti-dilution Adjustments” below, (2) the related trust preferred securities, junior subordinated debentures, applicable interests in the Treasury Portfolio. As provided in treasury portfolio or qualifying treasury securities, as the Purchase Contract Agreementcase may be, upon underlying the occurrence of a Failed Final RemarketingPEPS Units and securing such stock purchase contracts will be released from the pledge under the purchase contract and pledge agreement, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Settlement of the Purchase Contract and delivered within three business days following the Purchase Price early settlement date, in each case to the Collateral Agent pursuant to Section 5.02(e)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase Contract. In the event of the Company's failure to pay the Put Price when due, the Company shall be deemed to have netted such Holder's obligation to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor stock purchase contract agent for delivery to the Holder unless it shall have received holder, (3) the holder’s right to receive future contract adjustment payments and any accrued and unpaid contract adjustment payments for the period since the most recent quarterly payment will terminate, except that the holder will receive any accrued and unpaid contract adjustment payments if the early settlement date falls after a record date next preceding any distribution date and prior to opening of business on such distribution date and (4) no adjustment will be made to or for the holder on account of any accrued and unpaid contract adjustment payments referred to in (3) above. If the stock purchase contract agent receives a completed “Election to Settle Early” form, along with the Corporate Unit or Treasury Unit certificate, if they are in certificated form, and payment of the aggregate Purchase Price $1,000 for the shares of Common Stock each stock purchase contract being settled prior to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby 5:00 p.m., New York City time, on any business day and all obligations and rights of conditions to early settlement have been satisfied, then that day will be considered the Company and early settlement date with respect to such stock purchase contracts. If the Holder thereunder shall terminate if stock purchase contract agent receives the foregoing on or after 5:00 p.m., New York City time, on any business day or at any time on a Termination Event shall occur. Upon day that is not a business day, then the occurrence of a Termination Event, next business day will be considered the Company shall give written notice early settlement date with respect to the Purchase Contract Agent and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clausesuch stock purchase contracts.

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Unit, such sale will be made by the Remarketing Agent pursuant to the terms of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Units, a Holder (a) A holder of Corporate Units who does not notify may settle the related Purchase Contract Agent, Contracts in their entirety at any time on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein, but only in integral multiples of its intention 20 Corporate Units; provided, however, if a Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of 40,000 Corporate Units. A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to effect a Cash Settlement shall pay the second Business Day immediately preceding the Purchase Price for Contract Settlement Date in the manner described herein (in either case, "Early Settlement") but only in integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect, if so required under Federal securities laws, a registration statement covering the shares of Common Stock to be delivered under the related Purchase Contract from the proceeds at maturity in respect of the Applicable Ownership Interests (as defined in clause Purchase Contracts being settled. Upon Early Settlement, (i) the holder's rights to receive Deferred Contract Adjustment Payments, if any, on the Purchase Contracts being settled will be forfeited, (ii) the holder's right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (iii) no adjustment will be made to or for the holder on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the definition Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early therein duly completed and executed and accompanied by payment payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to the sum of (i) $50 times the number of Purchase Contracts being settled (ii) if such term) in delivery is made with respect to any Purchase Contracts during the Treasury Portfolioperiod from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. As Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Agreement, upon the occurrence on account of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the any Contract Adjustment Payments accrued on such Purchase Contract Agent or on account of his intent to effect a Cash Settlement any dividends on the Common Stock issued upon such Early Settlement. In order for any of the Purchase Contract and delivered the Purchase Price foregoing requirements to the Collateral Agent pursuant be considered satisfied or effective with respect to Section 5.02(e)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase Contract. In the event of the Company's failure to pay the Put Price when due, the Company shall be deemed to have netted such Holder's obligation to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract underlying any Security on or deliver any certificates therefor by a particular Business Day, such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the Holder unless it shall have received payment first Business Day on which all of the aggregate Purchase Price for foregoing requirements have been satisfied by 5:00 p.m., New York City time shall be the shares of Common Stock "Early Settlement Date" with respect to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice to the Purchase Contract Agent and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clausesuch Security.

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component (a) A holder of Corporate Unit, such sale will be made by Units may settle the Remarketing Agent pursuant related Purchase Contracts in their entirety at any time on or prior to the terms seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of 20 Corporate Units; provided, however that a Holder of Corporate Units who does will not notify be permitted to settle the related Purchase Contract AgentContracts during any period commencing on and including the Business Day preceding the first of the three sequential Remarketing Dates comprising any Three-Day Remarketing Period, and ending on and including, in the case of a Successful Remarketing during such Three-Day Remarketing Period, the Reset Effective Date, or, if none of the Remarketings during such Three-Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three-Day Remarketing Period; provided, further, if the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of _______ Corporate Units at any time on or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding the Purchase Contract Settlement Date (or such other number of its intention Corporate Units as may be determined by the Remarketing Agents upon a Successful Remarketing of the Debentures if the Reset Effective Date is not a Payment Date). A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (an “Early Settlement”) but only in integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect a Cash Settlement shall pay the Purchase Price for Registration Statement covering the shares of Common Stock to be issued and delivered under the related Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests (as defined in clause (i) of the definition of such term) in the Treasury Portfolio. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Settlement respect of the Purchase Contract Contracts being settled, if such a Registration Statement is required (in the view of counsel for the Company, which need not be in the form of a written opinion) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) in respect of the Purchase Contract AgreementContracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase ContractEarly Settlement. In the event that a Holder seeks to exercise its Early Settlement right and a Registration Statement is required to be effective in connection with the exercise of such right but no such Registration Statement is then effective, the Company's failure to pay the Put Price when due, Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall be deemed have no further obligation with respect to have netted any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder's obligation ’s right to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock receive additional Contract Adjustment Payments in respect of a such Purchase Contract Contracts will terminate and (ii) no adjustment will be made to or deliver any certificates therefor to for the Holder unless it shall have received payment on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder Certificate evidencing Units shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice deliver such Certificate to the Purchase Contract Agent and at the Corporate Trust Office duly endorsed for transfer to the HoldersCompany or in blank with the form of Election to Settle Early/Fundamental Change Early Settlement on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds) in an amount (the “Early Settlement Amount”) equal to the sum of (i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, at their addresses plus (ii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date relating to any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable, if any, on such Payment Date with respect to such Purchase Contracts; provided, that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. Except as they appear provided in the Security Registerimmediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock. In order for any of the foregoing requirements to be considered satisfied or effective with respect to a Purchase Contract underlying any Unit on or by a particular Business Day, such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the first Business Day on which all of the foregoing requirements have been satisfied by 5:00 p.m., New York City time, shall be the “Early Settlement Date” with respect to such Unit. Upon and after Early Settlement of the occurrence of a Termination EventPurchase Contracts, the Collateral Agent rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments (including any accrued and unpaid Contract Adjustment Payments) with respect to such Purchase Contracts shall release immediately and automatically terminate, except that the Pledged Senior Notes or Holders will receive any accrued and unpaid Contract Adjustment Payments if the appropriate Applicable Ownership Interests (as specified in clauseEarly Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Date.

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component (a) A holder of Corporate Unit, such sale will be made by Units may settle the Remarketing Agent pursuant related Purchase Contracts in their entirety at any time on or prior to the terms seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of 20 Corporate Units; provided, however that a Holder of Corporate Units who does will not notify be permitted to settle the related Purchase Contract AgentContracts during any period commencing on and including the Business Day preceding the first of the three sequential Remarketing Dates comprising any Three-Day Remarketing Period, and ending on and including, in the case of a Successful Remarketing during such Three-Day Remarketing Period, the Reset Effective Date, or if none of the Remarketings during such Three-Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three-Day Remarketing Period; provided, further, if the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of Corporate Units at any time on or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding the Purchase Contract Settlement Date (or such other number of its intention Corporate Units as may be determined by the Remarketing Agents upon a Successful Remarketing of the Debentures if the Reset Effective Date is not a regular quarterly interest payment date). A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (an “Early Settlement”) but only in integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect a Cash Settlement shall pay the Purchase Price for Registration Statement covering the shares of Common Stock to be issued and delivered under the related Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests (as defined in clause (i) of the definition of such term) in the Treasury Portfolio. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Settlement respect of the Purchase Contract Contracts being settled, if such a Registration Statement is required (in the view of counsel for the Company, which need not be in the form of a written opinion) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) in respect of the Purchase Contract AgreementContracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase ContractEarly Settlement. In the event that a Holder seeks to exercise its Early Settlement right and a Registration Statement is required to be effective in connection with the exercise of such right but no such Registration Statement is then effective, the Company's failure to pay the Put Price when due, Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall be deemed have no further obligation with respect to have netted any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder's obligation ’s right to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock receive additional Contract Adjustment Payments in respect of a such Purchase Contract Contracts will terminate and (ii) no adjustment will be made to or deliver any certificates therefor to for the Holder unless it shall have received payment on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder Certificate evidencing Units shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice deliver such Certificate to the Purchase Contract Agent and at the Corporate Trust Office duly endorsed for transfer to the HoldersCompany or in blank with the form of Election to Settle Early/Fundamental Change Early Settlement on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds in an amount (the “Early Settlement Amount”) equal to the sum of (i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, at their addresses plus (ii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date relating to any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable, if any, on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. Except as they appear provided in the Security Registerimmediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock. In order for any of the foregoing requirements to be considered satisfied or effective with respect to a Purchase Contract underlying any Unit on or by a particular Business Day, such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the first Business Day on which all of the foregoing requirements have been satisfied by 5:00 p.m., New York City time shall be the “Early Settlement Date” with respect to such Unit. Upon and after Early Settlement of the occurrence of a Termination EventPurchase Contracts, the Collateral Agent rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments (including any accrued and unpaid Contract Adjustment Payments) with respect to such Purchase Contracts shall release immediately and automatically terminate, except that the Pledged Senior Notes or Holders will receive any accrued and unpaid Contract Adjustment Payments if the appropriate Applicable Ownership Interests (as specified in clauseEarly Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Date.

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Unit, such sale will be made by the Remarketing Agent pursuant to the terms of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Units, a Holder (a) A holder of Corporate Units who does not notify may settle the related Purchase Contract Agent, Contracts in their entirety at any time on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein, but only in integral multiples of its intention 20 Corporate Units; provided, however, if the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of 1,600,000 Corporate Units. A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to effect a Cash Settlement shall pay the second Business Day immediately preceding the Purchase Price for Contract Settlement Date in the manner described herein (in either case, an "Early Settlement") but only in integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect, if so required under Federal securities laws, a registration statement covering the shares of Common Stock to be delivered under the related Purchase Contract from the proceeds at maturity in respect of the Applicable Ownership Interests (as defined in clause Purchase Contracts being settled. Upon Early Settlement, (i) the holder's rights to receive Deferred Contract Adjustment Payments, if any, on the Purchase Contracts being settled will be forfeited, (ii) the holder's right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (iii) no adjustment will be made to or for the holder on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the definition Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount")) equal to the sum of (i) $50 times the number of Purchase Contracts being settled, plus, (ii) if such term) in delivery is made with respect to any Purchase Contracts during the Treasury Portfolioperiod from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable, if any, on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. As Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Agreementon account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. In order for any of the foregoing requirements to be considered satisfied or effective with respect to a Purchase Contract underlying any Security on or by a particular Business Day, upon such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the occurrence first Business Day on which all of a Failed Final Remarketingthe foregoing requirements have been satisfied by 5:00 p.m., unless New York City time shall be the "Early Settlement Date" with respect to such Security. (b) Upon Early Settlement of Purchase Contracts by a Holder of a Pledged Senior Note has notified the Purchase Contract Agent related Securities, the Company shall issue, and the Holder shall be entitled to receive, 0.8062 newly issued shares of his intent to effect a Cash Common Stock per Corporate Unit or Treasury Unit (the "Early Settlement Rate") (regardless of the market price of the Common Stock on the date of Early Settlement); provided, however, that upon the Early Settlement of the Purchase Contracts, the Holder of such related Securities will forfeit the right to receive any Deferred Contract and delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) of the Purchase Contract Agreement, such Holder Adjustment Payments. The Early Settlement Rate shall be deemed to have exercised such Holder's Put Right adjusted in the same manner and to have elected to pay at the same time as the Settlement Rate is adjusted, in accordance with Section 5.6. As promptly as practicable after Early Settlement of Purchase Price under Contracts in accordance with the Purchase Contract out provisions of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase Contract. In the event of the Company's failure to pay the Put Price when duethis Section 5.9, the Company shall be deemed issue and shall deliver to have netted such Holder's obligation to pay the Company Agent at the Purchase Price under Corporate Trust Office a certificate or certificates for the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction number of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock issuable upon such Early Settlement together with payment in respect lieu of any fraction of a Purchase Contract or deliver any certificates therefor to share, as provided in Section 5.11. (c) No later than the Holder unless it third Business Day after the applicable Early Settlement Date the Company shall have received payment of the aggregate Purchase Price for cause (i) the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be purchased thereunder in issued and delivered, and (ii) the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice to the Purchase Contract Agent and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Senior Notes related Debentures or the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio, in the case of Corporate Units, or the related Treasury Securities, in the case of Treasury Units, to be released from the Pledge by the Collateral Agent and transferred, in each case to the Agent for delivery to the Holder thereof or its designee. (d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the Debentures, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as specified the case may be, from the Collateral Agent, as applicable, the Agent shall, in clauseaccordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Securities, (i) transfer to the Holder the Debentures, Treasury Portfolio or Treasury Securities, as the case may be, forming a part of such Securities, and (ii) deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.11. (e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Securities evidenced by a Certificate, upon such Early Settlement the Company shall execute and the Agent shall authenticate, countersign and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Securities as to which Early Settlement was not effected.

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Unit, such sale will be made by the Remarketing Agent pursuant to the terms of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Units, a Holder of Corporate Units who does not notify the Purchase Contract Agent, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date of its intention to effect a Cash Settlement shall pay the Purchase Price for the shares of Common Stock to be delivered under the related Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests (as defined in clause (i) of the definition of such term) in the Treasury Portfolio. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Settlement of the Purchase Contract and delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase Contract. In the event of the Company's failure to pay the Put Price when due, the Company shall be deemed to have netted such Holder's obligation to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice to the Purchase Contract Agent and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clauseclause (i) of the definition of such term) in the Treasury Portfolio forming a part of each Corporate Unit from the Pledge. A Corporate Unit shall thereafter represent the right to receive the Senior Note or the appropriate Applicable Ownership Interests in the Treasury Portfolio forming a part of such Corporate Units in accordance with the terms of the Purchase Contract Agreement and the Pledge Agreement. Under the terms of the Pledge Agreement and the Purchase Contract Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Senior Notes, but only to the extent instructed in writing by the Holders. Upon receipt of notice of any meeting at which holders of Senior Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Senior Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail, first class, postage pre-paid, to the Corporate Units Holders a notice:

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Unit, such sale will be made by the Remarketing Agent pursuant to the terms of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Units, a Holder (a) A holder of Corporate Units who does not notify may settle the related Purchase Contract Agent, Contracts in their entirety at any time on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein, but only in integral multiples of its intention __ Corporate Units; provided, however, if a Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of ______ Corporate Units. A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to effect a Cash Settlement shall pay the second Business Day immediately preceding the Purchase Price for Contract Settlement Date in the manner described herein (in either case, "Early Settlement") but only in integral multiples of __ Treasury Units. The right to Early Settlement is subject to there being in effect, if so required under Federal securities laws, a registration statement covering the shares of Common Stock to be delivered under the related Purchase Contract from the proceeds at maturity in respect of the Applicable Ownership Interests (as defined in clause Purchase Contracts being settled. Upon Early Settlement, (i) the holder's rights to receive Deferred Contract Adjustment Payments, if any, on the Purchase Contracts being settled will be forfeited, (ii) the holder's right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (iii) no adjustment will be made to or for the holder on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the definition Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early therein duly completed and executed and accompanied by payment payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to the sum of (i) $__ times the number of Purchase Contracts being settled (ii) if such term) in delivery is made with respect to any Purchase Contracts during the Treasury Portfolioperiod from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. As Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Agreement, upon the occurrence on account of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the any Contract Adjustment Payments accrued on such Purchase Contract Agent or on account of his intent to effect a Cash Settlement any dividends on the Common Stock issued upon such Early Settlement. In order for any of the Purchase Contract and delivered the Purchase Price foregoing requirements to the Collateral Agent pursuant be considered satisfied or effective with respect to Section 5.02(e)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase Contract. In the event of the Company's failure to pay the Put Price when due, the Company shall be deemed to have netted such Holder's obligation to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract underlying any Security on or deliver any certificates therefor by a particular Business Day, such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the Holder unless it shall have received payment first Business Day on which all of the aggregate Purchase Price for foregoing requirements have been satisfied by 5:00 p.m., New York City time shall be the shares of Common Stock "Early Settlement Date" with respect to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice to the Purchase Contract Agent and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clausesuch Security.

Early Settlement. Unless (a) Subject to and upon compliance with the Treasury Portfolio has replaced the Senior Notes as provisions of this Section 5.07, a component of Corporate UnitHolder, such sale will be made by the Remarketing Agent pursuant at his option, may, with respect to the terms of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of Corporate UnitsPurchase Contracts underlying such Holder's Securities, a Holder of Corporate Units who does not notify the Purchase Contract Agent, effect Early Settlement at any time on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date. Holders of Growth Equity Units may effect Early Settlement of the related Purchase Contracts at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date only in integral multiples of its intention 40 Purchase Contracts. If a Tax Event Redemption Date, a Successful Initial Remarketing or a Successful Secondary Remarketing has occurred, Income Equity Units Holders may effect Early Settlement on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date only in multiples of 20,000 Purchase Contracts. In order to exercise the right to effect a Cash Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall pay deliver to the Purchase Price Contract Agent at the Corporate Trust Office an "Election to Settle Early" form (on the reverse side of the Certificate) and any other documents requested by the Purchase Contract Agent and accompanied by payment (payable to the Company in immediately available funds) in an amount (the "EARLY SETTLEMENT AMOUNT") equal to the product of (i) (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (ii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Purchase Contract Payments payable on such Payment Date with respect to such Purchase Contracts. Except as provided in the immediately preceding sentence and subject to Section 5.11(c), no payment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Payments accrued on such Purchase Contract or on account of dividends payable on the Common Stock issued upon such Early Settlement, the record date for which payment occurs prior to the Early Settlement Date. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities prior to or at 5:00 p.m. (New York City time) on a Business Day, such day shall be the "EARLY SETTLEMENT DATE" with respect to such Securities and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Business Day or on a day that is not a Business Day, the "EARLY SETTLEMENT DATE" with respect to such Securities shall be the next succeeding Business Day (so long as such next succeeding Business Day is not later than the fifth Business Day immediately preceding the Purchase Contract Settlement Date). (b) No Early Settlement will be permitted under this Section 5.07 unless, at the time of delivery of the Election to Settle Early form or the time the Early Settlement is effected, there is an effective Registration Statement with respect to the shares of Common Stock to be issued and delivered in connection with such Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for either the Company or the Purchase Contract Agent) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its commercially reasonable efforts to (A) have in effect a Registration Statement covering the shares of Common Stock to be delivered under the related Purchase Contract from the proceeds at maturity in respect of the Applicable Ownership Interests Purchase Contracts being settled and (as defined B) provide a Prospectus in clause (i) of the definition of such term) connection therewith, in the Treasury Portfolio. As provided each case in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified form that the Purchase Contract Agent of his intent to effect a Cash Settlement of the Purchase Contract and delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) of the Purchase Contract Agreement, may use in connection with such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase Contract. In the event of the Company's failure to pay the Put Price when due, the Company shall be deemed to have netted such Holder's obligation to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice to the Purchase Contract Agent and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clauseEarly Settlement.

Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes as a component (a) A holder of Corporate Unit, such sale will be made by Units may settle the Remarketing Agent pursuant related Purchase Contracts in their entirety at any time on or prior to the terms seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of the Remarketing Agreement on the Final Remarketing Date. If the Treasury Portfolio has replaced the Senior Notes as a component of 20 Corporate Units; provided, however that a Holder of Corporate Units who does will not notify be permitted to settle the related Purchase Contract AgentContracts during any period commencing on and including the Business Day preceding the first of the three sequential Remarketing Dates comprising any Three‑Day Remarketing Period, and ending on and including, in the case of a Successful Remarketing during such Three‑Day Remarketing Period, the Reset Effective Date, or if none of the Remarketings during such Three‑Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three‑Day Remarketing Period; provided, further, if the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may settle early only in integral multiples of 80,000 Corporate Units at any time on or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding the Purchase Contract Settlement Date (or such other number of its intention Corporate Units as may be determined by the Remarketing Agents upon a Successful Remarketing of the Debentures if the Reset Effective Date is not a regular quarterly interest payment date). A holder of Treasury Units may settle the related Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (an “Early Settlement”) but only in integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect a Cash Settlement shall pay the Purchase Price for Registration Statement covering the shares of Common Stock to be issued and delivered under the related Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests (as defined in clause (i) of the definition of such term) in the Treasury Portfolio. As provided in the Purchase Contract Agreement, upon the occurrence of a Failed Final Remarketing, unless a Holder of a Pledged Senior Note has notified the Purchase Contract Agent of his intent to effect a Cash Settlement respect of the Purchase Contract Contracts being settled, if such a Registration Statement is required (in the view of counsel for the Company, which need not be in the form of a written opinion) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered the Purchase Price to the Collateral Agent pursuant to Section 5.02(e)(ii) in respect of the Purchase Contract AgreementContracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Holder shall be deemed to have exercised such Holder's Put Right and to have elected to pay the Purchase Price under the Purchase Contract out of a portion of the proceeds from the Put Right in full satisfaction of such Holder's obligations under the Purchase ContractEarly Settlement. In the event that a Holder seeks to exercise its Early Settlement right and a Registration Statement is required to be effective in connection with the exercise of such right but no such Registration Statement is then effective, the CompanyHolder's failure to pay the Put Price when due, exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall be deemed have no further obligation with respect to have netted any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder's obligation right to pay the Company the Purchase Price under the Purchase Contracts against the Company's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. The Company shall not be obligated to issue any shares of Common Stock receive additional Contract Adjustment Payments in respect of a such Purchase Contract Contracts will terminate and (ii) no adjustment will be made to or deliver any certificates therefor to for the Holder unless it shall have received payment on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder Certificate evidencing Units shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice deliver such Certificate to the Purchase Contract Agent and at the Corporate Trust Office duly endorsed for transfer to the HoldersCompany or in blank with the form of Election to Settle Early/Fundamental Change Early Settlement on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds in an amount (the “Early Settlement Amount”) equal to the sum of (i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, at their addresses plus (ii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date relating to any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable, if any, on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. Except as they appear provided in the Security Registerimmediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock. In order for any of the foregoing requirements to be considered satisfied or effective with respect to a Purchase Contract underlying any Unit on or by a particular Business Day, such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the first Business Day on which all of the foregoing requirements have been satisfied by 5:00 p.m., New York City time shall be the “Early Settlement Date” with respect to such Unit. Upon and after Early Settlement of the occurrence of a Termination EventPurchase Contracts, the Collateral Agent rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments (including any accrued and unpaid Contract Adjustment Payments) with respect to such Purchase Contracts shall release immediately and automatically terminate, except that the Pledged Senior Notes or Holders will receive any accrued and unpaid Contract Adjustment Payments if the appropriate Applicable Ownership Interests (as specified in clauseEarly Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Date.