Common use of Recreation of Normal MCAPS Clause in Contracts

Recreation of Normal MCAPS. (a) A Holder of Treasury MCAPS shall have the right, at any time from and after the date of this Agreement and prior to the Successful Remarketing of the Trust Preferred Securities (except (1) on a day in February, May, August or November that is on or after the 15th day of the month through the last day of the month (or the next Business Day if the last day is not a Business Day) or (2) during the period from 3:00 p.m. (New York City time) on the second Business Day immediately preceding the beginning of a Remarketing Period until the opening of business on the Business Day immediately the end of such Remarketing Period), on or prior to 5:00 p.m. (New York City time), to recreate Normal MCAPS by substitution of Trust Preferred Securities or Security Entitlements with respect thereto for Pledged Treasury Securities by: (i) transferring to the Securities Intermediary, for credit to the Collateral Account, Trust Preferred Securities or Security Entitlements with respect thereto having an aggregate liquidation amount equal to the Value of the Pledged Treasury Securities to be released, accompanied by a notice, substantially in the form of Exhibit C to the Stock Purchase Contract Agreement, whereupon the Stock Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, stating that such Holder has Transferred the Trust Preferred Securities or Security Entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury MCAPS; and (ii) delivering the related Treasury MCAPS to the Stock Purchase Contract Agent. Upon receipt of such notice and confirmation that Trust Preferred Securities or Security Entitlements with respect thereto have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by Transfer to the Stock Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. (b) Upon credit to the Collateral Account of Trust Preferred Securities or Security Entitlements with respect thereto delivered by a Holder of Treasury MCAPS and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities from the Pledge and shall promptly Transfer the same to the Stock Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

Recreation of Normal MCAPS. (a) A Subject to the conditions specified in this Agreement, a Holder of Treasury MCAPS shall have the right, may recreate Normal MCAPS at any time from and after the date of this Agreement and prior to the Successful Remarketing of the Trust Preferred Securities (except (1) on a day in February, May, August or November that is on or after the 15th day of the month through the last day of the month (or the next Business Day if the last day is not a Business Day) or (2) during the period from 3:00 p.m. (New York City time) on the second Business Day immediately preceding the beginning of a such Remarketing Period until the opening of business on the Business Day immediately the end of following such Remarketing PeriodSettlement Date), on or prior to 5:00 p.m. (New York City time), to . To recreate Normal MCAPS by substitution of Trust Preferred Securities or Security Entitlements with respect thereto for Pledged Treasury Securities byMCAPS, the Holder must: (i) transferring to deposit with the Securities Intermediary, for credit to the Collateral Account, Intermediary Trust Preferred Securities or Security Entitlements with respect thereto having an aggregate liquidation amount equal to the Value stated amount of the Normal MCAPS to be recreated, which Trust Preferred Securities must be purchased at Holder’s expense (unless otherwise owned by the Holder); and (ii) transfer the related Treasury MCAPS to the Stock Purchase Contract Agent accompanied by a notice to the Stock Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Trust Preferred Securities to the Collateral Agent for deposit in the Collateral Account in substitution for the Pledged Qualifying Treasury Securities and (ii) instructing the Stock Purchase Contract Agent to instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Treasury MCAPS, whereupon the Stock Purchase Contract Agent shall promptly provide an instruction to be released, accompanied by a noticesuch effect to the Collateral Agent, substantially in the form of Exhibit C to the Collateral Agreement. (b) Upon receipt of the Trust Preferred Securities described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Collateral Agreement, the Collateral Agent will effect the release of the Pledged Qualifying Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge and the transfer thereof to the Stock Purchase Contract AgreementAgent on behalf of the Holder free and clear of the Company’s security interest therein. Upon receipt of such Qualifying Treasury Securities, whereupon the Stock Purchase Contract Agent shall deliver promptly: (i) cancel the related Treasury MCAPS; (ii) transfer the Qualifying Treasury Securities to the Collateral Agent a noticeHolder; and (iii) authenticate, substantially execute on behalf of such Holder and deliver Normal MCAPS in book-entry form or, if applicable, in the form of Exhibit C hereto, stating that such Holder has Transferred a Normal MCAPS Certificate executed by the Trust Preferred Securities or Security Entitlements Company in accordance with respect thereto to Section 3.3 evidencing the Collateral Account for credit to same number of Stock Purchase Contracts as were evidenced by the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such cancelled Treasury MCAPS; and. (iic) delivering the related Treasury MCAPS to Except as provided in Section 6.2 or in this Section 3.14 or in connection with a Termination Event, for so long as the Stock Purchase Contract Agent. Upon receipt underlying a Treasury MCAPS remains in effect, such Treasury MCAPS shall not be separable into its constituent parts and the rights and obligations of the Holder of such notice Treasury MCAPS in respect of the Qualifying Treasury Security and confirmation that Trust Preferred Securities or Security Entitlements with respect thereto have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by Transfer to the Stock Purchase Contract Agent for distribution to comprising such Holder, free and clear of the Pledge created hereby. (b) Upon credit to the Collateral Account of Trust Preferred Securities or Security Entitlements with respect thereto delivered by a Holder of Treasury MCAPS may be acquired, and receipt of the related instruction from the Collateral Agentmay be transferred and exchanged, the Securities Intermediary shall release such Pledged only as a Treasury Securities from the Pledge and shall promptly Transfer the same to the Stock Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created herebyMCAPS.