Common use of SPECIAL ACCELERATION Clause in Contracts

SPECIAL ACCELERATION. (a) Notwithstanding the foregoing, if, on any Exchange Property Adjustment Date (which will be deemed to include, for purposes of the provisions relating to Special Accelerations, any date on which an Exchange Security ceases to be a Marketable Security, if such cessation does not arise as a result of a Dilution Event or Reorganization Event) occurring prior to the sixth Business Day before the first Trading Day in the Observation Period, after giving effect to the Exchange Property adjustment required as of such date, if any, the percentage (“Non-Marketable Securities Percentage”) obtained by dividing (1) the aggregate Then-Current Value of the items of Exchange Property included in one Exchange Property Unit other than Marketable Securities (such items, the “Non-Marketable Securities Exchange Property”) by (2) the aggregate Then-Current Value of all the items of Exchange Property included in one Exchange Property Unit, each determined as of the Exchange Property Adjustment Date, equals or exceeds 20 percent, then delivery of the Non-Marketable Securities Exchange Property by Shareholder under this Agreement will be accelerated in accordance with this Section 6.3 (such acceleration, a “Special Acceleration”). For the purposes of the below, “Make-Whole Non-Marketable Securities Exchange Property” for any Special Acceleration in respect of each Trust Security means the amount of Non-Marketable Securities Exchange Property equal to the aggregate of the products, for each type of Non-Marketable Securities Exchange Property that is the subject of such Special Acceleration included in one Exchange Property Unit, of (x) the number of units or amount of each such item of Non-Marketable Securities Exchange Property (or, in the case of cash, the amount of such cash) included in one Exchange Property Unit and (y) the applicable Make-Whole Exchange Property Rate. Notwithstanding anything to the contrary herein, for purposes of determining the Non-Marketable Securities Percentage, if, in connection with a Tax Event, cash, securities or other property is issued or distributed in respect of, or received in exchange for, any Exchange Security (such cash, security or other property, a “Tax Event Security”), and Shareholder fails to satisfy a Reimbursement Obligation in respect of the Tax Event Security, the Tax Event Security shall be deemed to be Non-Marketable Securities Exchange Property. (b) Upon any Special Acceleration, no later than the Special Acceleration Date, Purchaser shall instruct the Collateral Agent to deliver to Purchaser the Make-Whole Non-Marketable Securities Exchange Property (subject to any adjustments for Dilution Events or Reorganization Events, if applicable, as set forth in Section 6.1) in respect of a number of Trust Securities equal to the product of (X) the number of all outstanding Trust Securities for such Special Acceleration and (Y) the Applicable Percentage as of the Special Acceleration Date, and Purchaser will promptly distribute such property pro rata to holders of the Trust Securities then outstanding; provided that in connection with such delivery, Shareholder shall be deemed to have authorized Purchaser to instruct the Collateral Agent to make such delivery. The “Special Acceleration Date” means the fifth Scheduled Trading Day following the Exchange Property Adjustment Date with respect to such Special Acceleration or, if later, on the fifth Scheduled Trading Day after Collateral Agent receives Non-Marketable Securities Exchange Property that is the subject of such Special Acceleration.

SPECIAL ACCELERATION. (a) Notwithstanding the foregoing, if, on any Exchange Property Adjustment Date (which will be deemed to include, for purposes of the provisions relating to Special Accelerations, any date on which an Exchange Security ceases to be a Marketable Security, if such cessation does not arise as a result of a Dilution Event or Reorganization Event) occurring prior to the sixth Business Day before the first Trading Day in the Observation Period, after giving effect to the Exchange Property adjustment required as of such date, if any, the percentage (“Non-Marketable Securities Percentage”) obtained by dividing (1) the aggregate Then-Current Value of the items of Exchange Property included in one Exchange Property Unit other than Marketable Securities (such items, the “Non-Marketable Securities Exchange Property”) by (2) the aggregate Then-Current Value of all the items of Exchange Property included in one Exchange Property Unit, each determined as of the Exchange Property Adjustment Date, equals or exceeds 20 percentthirty percent (30%), then delivery of the Non-Marketable Securities Exchange Property by Shareholder under this Agreement will be accelerated in accordance with this Section 6.3 6.4 (such acceleration, a “Special Acceleration”). For the purposes of the below, “Make-Make- Whole Non-Marketable Securities Exchange Property” for any Special Acceleration in respect of each Trust Security means the amount of Non-Marketable Securities Exchange Property equal to the aggregate of the products, for each type of Non-Marketable Securities Exchange Property that is the subject of such Special Acceleration included in one Exchange Property Unit, of (x) the number of units or amount of each such item of Non-Marketable Securities Exchange Property (or, in the case of cash, the amount of such cash) included in one Exchange Property Unit and (y) the applicable Make-Whole Exchange Property Rate. Notwithstanding anything to the contrary herein, for purposes of determining the Non-Marketable Securities Percentage, if, in connection with a Tax Event, cash, securities or other property is issued or distributed in respect of, or received in exchange for, any Exchange Security (such cash, security or other property, a “Tax Event Security”), and Shareholder fails to satisfy a Reimbursement Obligation in respect of the Tax Event Security, the Tax Event Security shall be deemed to be Non-Marketable Securities Exchange Property. (b) Upon any Special Acceleration, no later than the Special Acceleration Date, Purchaser shall instruct the Collateral Agent to deliver to Purchaser the Make-Whole Non-Marketable Securities Exchange Property (subject to any adjustments for Dilution Events or Reorganization Events, if applicable, as set forth in Section 6.1) in respect of a number of Trust Securities equal to the product of (X) the number of all outstanding Trust Securities for such Special Acceleration and (Y) the Applicable Percentage as of the Special Acceleration Date, and Purchaser will promptly distribute such property pro rata to holders of the Trust Securities then outstanding; provided that in connection with such delivery, Shareholder shall be deemed to have authorized Purchaser to instruct the Collateral Agent to make such delivery. The “Special Acceleration Date” means the fifth Scheduled Trading Day following the Exchange Property Adjustment Date with respect to such Special Acceleration or, if later, on the fifth Scheduled Trading Day after Collateral Agent receives Non-Marketable Securities Exchange Property that is the subject of such Special Acceleration.