Common use of Tender Offer and Redemption Clause in Contracts

Tender Offer and Redemption. Each Warrantholder shall specify in its Call Notice if its exercise is in connection with a redemption or tender offer if the specified Call Date will occur on or after the First Regular Call Date. Any Warrantholder giving a Call Notice with respect to a Call Date prior to the First Regular Call Date shall be deemed to specify that it is exercising its Warrants in connection with a tender offer or redemption. A Warrantholder specifying or deemed to specify that it is exercising its Warrants in connection with a tender offer for or a redemption of the Underlying Securities shall be deemed to instruct the Trustee to tender the applicable Corresponding Underlying Security Amount in connection with such redemption or tender offer. To the extent Underlying Securities corresponding to such a deemed instruction to tender are not accepted by the tender offeror or Underlying Security Issuer and paid for in accordance with the terms of the tender offer or redemption, a corresponding number of Warrants shall be reinstated, with exercise thereof rescinded, no Call Date with respect thereto shall be deemed to have occurred and no Call Notice deemed given, with the number of such reinstated Warrants to be allocated among the Warrantholders specifying or deemed to specify exercise in connection with such tender offer or redemption in proportion to the number of Warrants initially so exercised by each, and each such Warrantholder shall be entitled to exercise such reinstated Warrants in the future. The Warrant Agent shall determine such allocation by notice to the applicable Warrantholders. A Warrantholder specifying or deemed to specify that it is exercising its Warrants in connection with a tender offer for or a redemption of the Underlying Securities, to the extent such exercise is not rescinded, shall be entitled to Trust Property in an amount equal to the proceeds of the tender offer or redemption allocable to the applicable Corresponding Underlying Security Amount in excess of the aggregate Call Price for the applicable number of Warrants. If the Warrant Agent receives a Call Notice or Call Notices with respect to Warrants with an aggregate Corresponding Underlying Security Amount that is less than the aggregate principal amount of Underlying Securities held by the Trust subject to redemption, the Warrant Agent shall determine by notice to the applicable Warrantholders which Warrants are to be terminated in connection with such redemption by allocating the termination of Warrants pro rata among remaining Warrantholders (including exercising Warrantholders holding unexercised Warrants) in proportion to their holdings of unexercised Warrants. Warrants so terminated shall be entitled to the applicable Warrant Termination Payment. If the Warrant Agent receives no Call Notices with respect to a redemption of Underlying Securities, a number of Warrants equal to the aggregate principal amount of Underlying Securities held by the Trust that are redeemed divided by the product of (x) the Security Factor and (y) $1,000, shall be terminated. The Warrant Agent shall determine by notice to the applicable Warrantholders which Warrants are to be terminated by allocating such termination among Warrantholders in proportion to the number of Warrants held by each. Warrants so terminated shall be entitled to the applicable Warrant Termination Payment. Whenever the Warrant Agent is obligated to allocate the termination of Warrants pro rata, and this allocation would result in some Warrants being partially terminated, the Warrant Agent shall randomly re-allocate terminations to the extent necessary to ensure that only whole Warrants are terminated or such that only one Warrant is partially terminated.

Tender Offer and Redemption. Each Warrantholder shall specify in its Call Notice if its exercise is in connection with a redemption or tender offer if the specified Call Date will occur on or after the First Regular Call Date. Any Warrantholder giving a Call Notice with respect to a Call Date prior to the First Regular Call Date shall be deemed to specify that it is exercising its Warrants in connection with a tender offer or redemption. A Warrantholder specifying or deemed to specify that it is exercising its Warrants in connection with a tender offer for or a redemption of the Underlying Securities shall be deemed to instruct the Trustee to tender the applicable Corresponding Underlying Security Amount in connection with such redemption or tender offer. To the extent Underlying Securities corresponding to such a deemed instruction to tender are not accepted by the tender offeror or Underlying Security Issuer and paid for in accordance with the terms of the tender offer or redemption, a corresponding number of Warrants shall be reinstated, with exercise thereof rescinded, no Call Date with respect thereto shall be deemed to have occurred and no Call Notice deemed given, with the number of such reinstated Warrants to be allocated among the Warrantholders specifying or deemed to specify exercise in connection with such tender offer or redemption in proportion to the number of Warrants initially so exercised by each, and each such Warrantholder shall be entitled to exercise such reinstated Warrants in the future. The Warrant Agent shall determine such allocation by notice to the applicable Warrantholders. A Warrantholder specifying or deemed to specify that it is exercising its Warrants in connection with a tender offer for or a redemption of the Underlying Securities, to the extent such exercise is not rescinded, shall be entitled to Trust Property in an amount equal to the proceeds of the tender offer or redemption allocable to the applicable Corresponding Underlying Security Amount in excess of the aggregate Call Price for the applicable number of Warrants. If the Warrant Agent receives a Call Notice or Call Notices with respect to Warrants with an aggregate Corresponding Underlying Security Amount that is less than the aggregate principal amount of Underlying Securities held by the Trust subject to redemption, the Warrant Agent shall determine by notice to the applicable Warrantholders which Warrants are to be terminated in connection with such redemption by allocating the termination of Warrants pro rata among remaining Warrantholders (including exercising Warrantholders holding unexercised Warrants) in proportion to their holdings of unexercised Warrants. Warrants so terminated shall be entitled to the applicable Warrant Termination Payment. If the Warrant Agent receives no Call Notices with respect to a redemption of Underlying Securities, a number of Warrants equal to the aggregate principal amount of Underlying Securities held by the Trust that are redeemed divided by the product of (x) the Security Factor and (y) $1,000, shall be terminated. The Warrant Agent shall determine by notice to the applicable Warrantholders which Warrants are to be terminated by allocating such termination among Warrantholders in proportion to the number of Warrants held by each. Warrants so terminated shall be entitled to the applicable Warrant Termination Payment. Whenever the Warrant Agent is obligated to allocate the termination of Warrants pro rata, and this allocation would result in some Warrants being partially terminated, the Warrant Agent shall randomly re-allocate terminations to the extent necessary to ensure that only whole Warrants are terminated or such that only one Warrant is partially terminated.

Tender Offer and Redemption. Each Warrantholder shall specify in its Call Notice if its exercise is in connection with a redemption or tender offer if the specified Call Date will occur on or after the First Regular Call Date. Any Warrantholder giving a Call Notice with respect to a Call Date prior to the First Regular Call Date shall be deemed to specify that it is exercising its Warrants in connection with a tender offer or redemption. A Warrantholder specifying or deemed to specify that it is exercising its Warrants in connection with a tender offer for or a redemption of the Underlying Securities shall be deemed to instruct the Trustee to tender the applicable Corresponding Underlying Security Amount in connection with such redemption or tender offer. To the extent Underlying Securities corresponding to such a deemed instruction to tender are not accepted by the tender offeror or Underlying Security Issuer and paid for in accordance with the terms of the tender offer or redemption, a corresponding number of Warrants shall be reinstated, with exercise thereof rescinded, no Call Date with respect thereto shall be deemed to have occurred and no Call Notice deemed given, with the number of such reinstated Warrants to be allocated among the Warrantholders specifying or deemed to specify exercise in connection with such tender offer or redemption in proportion to the number of Warrants initially so exercised by each, and each such Warrantholder shall be entitled to exercise such reinstated Warrants in the future. The Warrant Agent shall determine such allocation by notice to the applicable Warrantholders. A Warrantholder specifying or deemed to specify that it is exercising its Warrants in connection with a tender offer for or a redemption of the Underlying Securities, to the extent such exercise is not rescinded, shall be entitled to Trust Property in an amount equal to the proceeds of the tender offer or redemption allocable to the applicable Corresponding Underlying Security Amount in excess of the aggregate Call Price for the applicable number of Warrants. If the Warrant Agent receives a Call Notice or Call Notices with respect to Warrants with an aggregate Corresponding Underlying Security Amount that is less than the aggregate principal amount of Underlying Securities held by the Trust subject to redemption, the Warrant Agent shall determine by notice to the applicable Warrantholders which Warrants are to be terminated in connection with such redemption by allocating the termination of Warrants pro rata among remaining Warrantholders (including exercising Warrantholders holding unexercised Warrants) in proportion to their holdings of unexercised Warrants. Warrants so terminated shall be entitled to the applicable Warrant Termination Payment. If the Warrant Agent receives no Call Notices with respect to a redemption of Underlying Securities, a number of Warrants equal to the aggregate principal amount of Underlying Securities held by the Trust that are redeemed divided by the product of (x) the Security Factor and (y) $1,000, shall be terminated. The Warrant Agent shall determine by notice to the applicable Warrantholders which Warrants are to be terminated by allocating such termination among Warrantholders in proportion to the number of Warrants held by each. Warrants so terminated shall be entitled to the applicable Warrant Termination Payment. Whenever the Warrant Agent is obligated to allocate the termination of Warrants pro rata, and this allocation would result in some Warrants being partially terminated, the Warrant Agent shall randomly re-allocate terminations to the extent necessary to ensure that only whole Warrants are terminated or such that only one Warrant is partially terminated.

Tender Offer and Redemption. Each Warrantholder shall specify in its Call Notice if its exercise is in connection with a redemption or tender offer if the specified Call Date will occur on or after the First Regular Call Date. Any Warrantholder giving a Call Notice with respect to a Call Date prior to the First Regular Call Date shall be deemed to specify that it is exercising its Warrants in connection with a tender offer or redemption. A Warrantholder specifying or deemed to specify that it is exercising its Warrants in connection with a tender offer for or a redemption of the Underlying Securities shall be deemed to instruct the Trustee to tender the applicable Corresponding Underlying Security Amount in connection with such redemption or tender offer. To the extent Underlying Securities corresponding to such a deemed instruction to tender are is not accepted by the tender offeror or Underlying Security Issuer and paid for in accordance with the terms of the tender offer or redemption, a corresponding number of Warrants shall be reinstated, with exercise thereof rescinded, no Call Date with respect thereto shall be deemed to have occurred and no Call Notice deemed given, with the number of such reinstated Warrants to be allocated among the Warrantholders specifying or deemed to specify exercise in connection with such tender offer or redemption in proportion to the number of Warrants initially so exercised by each, and each such Warrantholder shall be entitled to exercise such reinstated Warrants in the future. The Warrant Agent shall determine such allocation by notice to the applicable Warrantholders. A Warrantholder specifying or deemed to specify that it is exercising its Warrants in connection with a tender offer for or a redemption of the Underlying Securities, to the extent such exercise is not rescinded, shall be entitled to Trust Property in an amount equal to the proceeds of the tender offer or redemption allocable to the applicable Corresponding Underlying Security Amount in excess of the aggregate Call Price for the applicable number of Warrants. If the Warrant Agent receives a Call Notice or Call Notices with respect to Warrants with an aggregate Corresponding Underlying Security Amount that is less than the aggregate principal amount of Underlying Securities held by the Trust subject to redemption, the Warrant Agent shall determine by notice to the applicable Warrantholders which Warrants are to be terminated in connection with such redemption by allocating the termination of Warrants pro rata among remaining Warrantholders (including exercising Warrantholders holding unexercised Warrants) in proportion to their holdings of unexercised Warrants. Warrants so terminated shall be entitled to the applicable Warrant Termination Payment. If the Warrant Agent receives no Call Notices with respect to a redemption of Underlying Securities, a number of Warrants equal to (x) the aggregate principal amount of Underlying Securities held by the Trust that are redeemed divided by the product of (x) the Security Factor and (y) $1,000, shall be terminated. The Warrant Agent shall determine by notice to the applicable Warrantholders which Warrants are to be terminated by allocating such termination among Warrantholders in proportion to the number of Warrants held by each. Warrants so terminated shall be entitled to the applicable Warrant Termination Payment. Whenever the Warrant Agent is obligated to allocate the termination of Warrants pro rata, and the Warrant Agent shall first endeavor, to the extent possible, to allocate the termination of Warrants pro rata, provided however, if this allocation would result in some Warrants being partially terminated, the Warrant Agent shall randomly re-allocate terminations to the extent necessary to ensure that only whole Warrants are terminated or such that only one Warrant is partially terminated.