Common use of Transfer of Pledged Securities Upon Occurrence of Termination Event Clause in Contracts

Transfer of Pledged Securities Upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer of the Pledged Securities underlying each Holder's Units to the Unit Agent pursuant to the terms of the Pledge Agreement, the Unit Agent shall request transfer instructions with respect to such Pledged Securities from such Holder by written request mailed to such Holder at his address as it appears in the relevant Unit Register and shall give notice of such Termination Event to the Collateral Agent. Thereafter, upon surrender to the Unit Agent of a Unit Certificate evidencing a Holder's Units, with transfer instructions in proper form for transfer of the underlying Pledged Securities, the Unit Agent shall transfer the Pledged Securities evidenced by such Unit Certificate to such Holder in accordance with such instructions; provided, however, that if the Pledged Securities are to be transferred to a Person other than the Person in whose name such Unit Certificate is registered, no such transfer shall be made unless the Person requesting the transfer has paid any transfer and other taxes required by reason of such transfer to a Person other than the registered Holder of such Unit Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable. Until the foregoing conditions to transfer any of the Pledged Securities underlying any Units has been met, the Unit Agent shall hold such Pledged Securities as custodian for the Holder of such Units. If upon a Termination Event any Holder of Units would, after satisfying the foregoing conditions, otherwise be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of any series having a principal amount that is not an integral multiple of $1,000, such Holder shall instead be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of such series in a principal amount equal to the next lower integral multiple of $1,000 plus a portion of the net proceeds from the sale of Treasury Securities of such series contemplated by the succeeding sentence representing such Holder's interest therein. As soon as practicable after transfer to the Unit Agent of the Pledged Securities as provided in the Pledge Agreement, the Unit Agent shall, on behalf of all Holders who, by virtue of the preceding sentence, will not be entitled to a portion of the Treasury Securities of any series to which they would otherwise be entitled, aggregate and sell the Treasury Securities of such series representing such portion to or through one or more U.S. government securities dealers at then prevailing prices, deduct from the proceeds of such sales all commissions and other out-of-pocket transaction costs incurred in connection with such sales and, until the net proceeds therefrom have been distributed to the Holders entitled thereto or their designees, hold such proceeds in trust for such Holders.

Transfer of Pledged Securities Upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer of the Pledged Securities underlying each Holder's Units to the Unit Purchase Contract Agent pursuant to the terms of the Pledge Agreement, the Unit Purchase Contract Agent shall request transfer instructions with respect to such Pledged Securities from such Holder by written request mailed to such Holder at his address as it appears in the relevant Unit Register and shall give notice of such Termination Event to the Collateral Agent. Thereafter, upon surrender to the Unit Purchase Contract Agent of a Unit Certificate evidencing a Holder's Units, with transfer instructions in proper form for transfer of the underlying Pledged Securities, the Unit Purchase Contract Agent shall transfer the Pledged Securities evidenced by such Unit Certificate to such Holder in accordance with such instructions; provided, however, that if the Pledged Securities are to be transferred to a Person other than the Person in whose name such Unit Certificate is registered, no such transfer shall be made unless the Person requesting the transfer has paid any transfer and other taxes required by reason of such transfer to a Person other than the registered Holder of such Unit Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable. Until the foregoing conditions to transfer any of the Pledged Securities underlying any Units has been met, the Unit Purchase Contract Agent shall hold such Pledged Securities as custodian for the Holder of such Units. If upon a Termination Event any Holder of Units would, after satisfying the foregoing conditions, otherwise be entitled to receive (or have transferred to such Holder's designee) Treasury Securities treasury securities of any series having a principal amount that is not an integral multiple of $1,000, such Holder shall instead be entitled to receive (or have transferred to such Holder's designee) Treasury Securities treasury securities of such series in a principal amount equal to the next lower integral multiple of $1,000 plus a portion of the net proceeds from the sale of Treasury Securities treasury securities of such series contemplated by the succeeding sentence representing such Holder's interest therein. As soon as practicable after transfer to the Unit Purchase Contract Agent of the Pledged Securities as provided in the Pledge Agreement, the Unit Purchase Contract Agent shall, at the direction and on behalf of all Holders who, by virtue of the preceding sentence, will not be entitled to a portion of the Treasury Securities treasury securities of any series to which they would otherwise be entitled, aggregate and sell the Treasury Securities treasury securities of such series representing such portion to or through one or more U.S. government securities dealers at then prevailing prices, deduct from the proceeds of such sales all commissions and other out-of-pocket transaction costs incurred in connection with such sales and, until the net proceeds therefrom have been distributed to the Holders entitled thereto or their designees, hold such proceeds in trust for such Holders.

Transfer of Pledged Securities Upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Unit Agent of the Pledged Securities underlying each Holder's Units to the Unit Agent pursuant to the terms of the Pledge Agreement, the Unit Agent shall request transfer instructions with respect to such Pledged Securities from such Holder by written request mailed to such Holder at his address as it appears in the relevant Unit Register and shall give notice of such Termination Event to the Collateral AgentRegister. Thereafter, upon surrender to the Unit Agent of a Unit Certificate evidencing a Holder's Units, with transfer instructions in proper form for transfer of the underlying Pledged Securities, the Unit Agent shall transfer the Pledged Securities evidenced by such Unit Certificate to such Holder in accordance with such instructions; provided, however, that if the Pledged Securities are to be transferred to a Person other than the Person in whose name such Unit Certificate is registered, no such transfer shall be made unless the Person requesting the transfer has paid any transfer and other taxes required by reason of such transfer to a Person other than the registered Holder of such Unit Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable. Until the foregoing conditions to transfer any of the Pledged Securities underlying any Units has been met, the Unit Agent shall hold such Pledged Securities as custodian for the Holder of such Units. If upon a Termination Event any Holder of Units would, after satisfying the foregoing conditions, otherwise be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of any series having a principal amount that is not an integral multiple of $1,000, such Holder shall instead be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of such series in a principal amount equal to the next lower integral multiple of $1,000 plus a portion of the net proceeds from the sale of Treasury Securities of such series contemplated by the succeeding sentence representing such Holder's interest therein. As soon as practicable after transfer to the Unit Agent of the Pledged Securities as provided in the Pledge Agreement, the Unit Agent shall, on behalf of all Holders who, by virtue of the preceding sentence, will not be entitled to a portion of the Treasury Securities of any series to which they would otherwise be entitled, entitled aggregate and sell the Treasury Securities of such series representing such portion to or through one or more U.S. government securities dealers at then prevailing prices, deduct from the proceeds of such sales all commissions and other out-of-pocket transaction costs incurred in connection with such sales and, until the net proceeds therefrom have been distributed to the Holders entitled thereto or their designees, hold such proceeds in trust for such Holders.

Transfer of Pledged Securities Upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Pledged Securities underlying each Holder's Units to the Unit Agent such Securities pursuant to the terms of the Pledge Agreement, the Unit Agent shall request transfer instructions with respect to such Pledged Securities from such each Holder of Securities by written request mailed to such Holder at his address as it appears in the relevant Unit Register and shall give notice Security Register, in respect of the Pledged Securities underlying the Security Certificate held by such Termination Event to the Collateral AgentHolder. Thereafter, upon Upon surrender to the Unit Agent of a Unit Security Certificate evidencing a Holder's Units, with such transfer instructions in proper form for transfer of the underlying Pledged SecuritiesSecurities by Federal Reserve BankWire, book entry transfer through the facilities of the Depositary Trust Company, or other appropriate procedure, the Unit Agent shall transfer the Pledged Securities evidenced by such Unit Security Certificate to such Holder in accordance with such instructions; provided. If a Security Certificate is not duly surrendered to the Agent with appropriate transfer instructions, however, that if the Agent shall hold the Pledged Securities are to be transferred to a Person other than the Person in whose name evidenced by such Unit Security Certificate is registered, no such transfer shall be made unless the Person requesting the transfer has paid any transfer and other taxes required by reason of such transfer to a Person other than the registered Holder of such Unit Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable. Until the foregoing conditions to transfer any of the Pledged Securities underlying any Units has been met, the Unit Agent shall hold such Pledged Securities as custodian for the Holder of such UnitsSecurity Certificate. If upon Pledged Securities shall be transferred only in denominations of $__________ and integral multiples thereof. As promptly as practicable following the occurrence of a Termination Event any Holder Event, the Agent shall determine the excess of Units would, after satisfying (i) the foregoing conditions, otherwise be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of any series having a aggregate principal amount that is not an integral multiple or liquidation preference, as the case may be, of Pledged Securities underlying the Outstanding Securities over (ii) the aggregate principal amount or liquidation preference, as the case may be, of Pledged Securities in denominations of $1,000, such Holder shall instead be entitled __________ and integral multiples thereof transferrable to receive (or have transferred to such Holder's designee) Treasury Securities Holders of record on the date of such series in a principal amount equal Termination Event (such excess being herein referred to as the next lower integral multiple of $1,000 plus a portion of the net proceeds from the sale of Treasury Securities of such series contemplated by the succeeding sentence representing such Holder's interest therein"Excess Pledged Securities"). As soon as practicable after transfer to the Unit Agent of the Pledged Securities underlying the Outstanding Securities as provided in the Pledge Agreement, the Unit Agent shall, on behalf of all Holders who, by virtue of the preceding sentence, will not be entitled to a portion of the Treasury Securities of any series to which they would otherwise be entitled, aggregate and shall sell the Treasury Excess Pledged Securities of such series representing such portion to or through one or more U.S. government securities registered broker dealers at then prevailing prices, . The Agent shall deduct from the proceeds of such sales all commissions and other out-of-pocket transaction costs incurred in connection with such sales of Excess Pledged Securities and, until the net proceeds therefrom of such sale or sales have been distributed to Holders of the Holders entitled thereto or their designeesSecurities, the Agent shall hold such proceeds in trust for the Holders of Securities. Each Holder shall be entitled to receive a portion, if any, of such Holdersnet proceeds in lieu of Pledged Securities with a principal amount of less than $____ determined by multiplying the aggregate amount of such net proceeds by a fraction, the numerator of which is the fraction of $_____________ in principal amount of Pledged Securities to which such Holder would otherwise be entitled (after taking into account all Securities then held by such Holder) and the denominator of which is the aggregate principal amount of Excess Pledged Securities.

Transfer of Pledged Securities Upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer of the Pledged Securities underlying each Holder's Units to the Unit Agent pursuant to the terms of the Pledge Agreement, the Unit Agent shall request transfer instructions with respect to such Pledged Securities from such Holder by written request mailed to such Holder at his address as it appears in the relevant Unit Register and shall give notice of such Termination Event to the Collateral Agent. Thereafter, upon surrender to the Unit Agent of a Unit Certificate evidencing a Holder's Units, with transfer instructions in proper form for transfer of the underlying Pledged Securities, the Unit Agent shall transfer the Pledged Securities evidenced by such Unit Certificate to such Holder in accordance with such instructions; providedPROVIDED, howeverHOWEVER, that if the Pledged Securities are to be transferred to a Person other than the Person in whose name such Unit Certificate is registered, no such transfer shall be made unless the Person requesting the transfer has paid any transfer and other taxes required by reason of such transfer to a Person other than the registered Holder of such Unit Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable. Until the foregoing conditions to transfer any of the Pledged Securities underlying any Units has been met, the Unit Agent shall hold such Pledged Securities as custodian for the Holder of such Units. If upon a Termination Event any Holder of Units would, after satisfying the foregoing conditions, otherwise be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of any series having a principal amount that is not an integral multiple of $1,000, such Holder shall instead be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of such series in a principal amount equal to the next lower integral multiple of $1,000 plus a portion of the net proceeds from the sale of Treasury Securities of such series contemplated by the succeeding sentence representing such Holder's interest therein. As soon as practicable after transfer to the Unit Agent of the Pledged Securities as provided in the Pledge Agreement, the Unit Agent shall, on behalf of all Holders who, by virtue of the preceding sentence, will not be entitled to a portion of the Treasury Securities of any series to which they would otherwise be entitled, aggregate and sell the Treasury Securities of such series representing such portion to or through one or more U.S. government securities dealers at then prevailing prices, deduct from the proceeds of such sales all commissions and other out-of-pocket transaction costs incurred in connection with such sales and, until the net proceeds therefrom have been distributed to the Holders entitled thereto or their designees, hold such proceeds in trust for such Holders. ARTICLE FIVE The Purchase Contracts Section 501.

Transfer of Pledged Securities Upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer of the Pledged Securities underlying each Holder's Units to the Unit Agent pursuant to the terms of the Pledge Agreement, the Unit Agent shall request transfer instructions with respect to such Pledged Securities from such Holder by written request mailed to such Holder at his address as it appears in the relevant Unit Register and shall give notice of such Termination Event to the Collateral Agent. Thereafter, upon surrender to the Unit Agent of a Unit Certificate evidencing a Holder's Units, with transfer instructions in proper form for transfer of the underlying Pledged Securities, the Unit Agent shall transfer the Pledged Securities evidenced by such Unit Certificate to such Holder in accordance with such instructions; provided, however, that if the Pledged Securities are to be transferred to a Person other than the Person in whose name such Unit Certificate is registered, no such transfer shall be made unless the Person requesting the transfer has paid any transfer and other taxes required by reason of such transfer to a Person other than the registered Holder of such Unit Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable. Until the foregoing conditions to transfer any of the Pledged Securities underlying any Units has been met, the Unit Agent shall hold such Pledged Securities as custodian for the Holder of such Units. If upon a Termination Event any Holder of Units would, after satisfying the foregoing conditions, otherwise be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of any series having a principal amount that is not an integral multiple of $1,000, such Holder shall instead be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of such series in a principal amount equal to the next lower integral multiple of $1,000 plus a portion of the net proceeds from the sale of Treasury Securities of such series contemplated by the succeeding sentence representing such Holder's interest therein. As soon as practicable after transfer to the Unit Agent of the Pledged Securities as provided in the Pledge Agreement, the Unit Agent shall, on behalf of all Holders who, by virtue of the preceding sentence, will not be entitled to a portion of the Treasury Securities of any series to which they would otherwise be entitled, aggregate and sell the Treasury Securities of such series representing such portion to or through one or more U.S. government securities dealers at then prevailing prices, deduct from the proceeds of such sales all commissions and other out-of-pocket transaction costs incurred in connection with such sales and, until the net proceeds therefrom have been distributed to the Holders entitled thereto or their designees, hold such proceeds in trust for such Holders.. ARTICLE FIVE

Transfer of Pledged Securities Upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Pledged Securities underlying each Holder's Units to the Unit Agent such Securities pursuant to the terms of the Pledge Agreement, the Unit Agent shall request transfer instructions with respect to such Pledged Securities from such each Holder of Securities by written request mailed to such Holder at his address as it appears in the relevant Unit Register and shall give notice Security Register, in respect of the Pledged Securities underlying the Security Certificate held by such Termination Event to the Collateral AgentHolder. Thereafter, upon Upon surrender to the Unit Agent of a Unit Security Certificate evidencing a Holder's Units, with such transfer instructions in proper form for transfer of the underlying Pledged SecuritiesSecurities by Federal Reserve BankWire, book entry transfer through the facilities of the Depositary Trust Company, or other appropriate procedure, the Unit Agent shall transfer the Pledged Securities evidenced by such Unit Security Certificate to such Holder in accordance with such instructions; provided. If a Security Certificate is not duly surrendered to the Agent with appropriate transfer instructions, however, that if the Agent shall hold the Pledged Securities are to be transferred to a Person other than the Person in whose name evidenced by such Unit Security Certificate is registered, no such transfer shall be made unless the Person requesting the transfer has paid any transfer and other taxes required by reason of such transfer to a Person other than the registered Holder of such Unit Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable. Until the foregoing conditions to transfer any of the Pledged Securities underlying any Units has been met, the Unit Agent shall hold such Pledged Securities as custodian for the Holder of such UnitsSecurity Certificate. If upon Pledged Securities shall be transferred only in denominations of $__________ and integral multiples thereof. As promptly as practicable following the occurrence of a 29 25 Termination Event, the Agent shall determine the excess of (i) the aggregate principal amount or liquidation preference, as the case may be, of Pledged Securities underlying the Outstanding Securities over (ii) the aggregate principal amount or liquidation preference, as the case may be, of Pledged Securities in denominations of $__________ and integral multiples thereof transferrable to Holders of record on the date of such Termination Event any Holder of Units would, after satisfying (such excess being herein referred to as the foregoing conditions, otherwise be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of any series having a principal amount that is not an integral multiple of $1,000, such Holder shall instead be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of such series in a principal amount equal to the next lower integral multiple of $1,000 plus a portion of the net proceeds from the sale of Treasury Securities of such series contemplated by the succeeding sentence representing such Holder's interest therein"Excess Pledged Securities"). As soon as practicable after transfer to the Unit Agent of the Pledged Securities underlying the Outstanding Securities as provided in the Pledge Agreement, the Unit Agent shall, on behalf of all Holders who, by virtue of the preceding sentence, will not be entitled to a portion of the Treasury Securities of any series to which they would otherwise be entitled, aggregate and shall sell the Treasury Excess Pledged Securities of such series representing such portion to or through one or more U.S. government securities registered broker dealers at then prevailing prices, . The Agent shall deduct from the proceeds of such sales all commissions and other out-of-pocket transaction costs incurred in connection with such sales of Excess Pledged Securities and, until the net proceeds therefrom of such sale or sales have been distributed to Holders of the Holders entitled thereto or their designeesSecurities, the Agent shall hold such proceeds in trust for the Holders of Securities. Each Holder shall be entitled to receive a portion, if any, of such Holdersnet proceeds in lieu of Pledged Securities with a principal amount of less than $ determined by multiplying the aggregate amount of such net proceeds by a fraction, the numerator of which is the fraction of $_____________ in principal amount of Pledged Securities to which such Holder would otherwise be entitled (after taking into account all Securities then held by such Holder) and the denominator of which is the aggregate principal amount of Excess Pledged Securities.

Transfer of Pledged Securities Upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Unit Agent of the Pledged Securities underlying each Holder's Units to the Unit Agent pursuant to the terms of the Pledge Agreement, the Unit Agent shall request transfer instructions with respect to such Pledged Securities from such Holder by written request mailed to such Holder at his address as it appears in the relevant Unit Register and shall give notice of such Termination Event to the Collateral AgentRegister. Thereafter, upon surrender to the Unit Agent of a Unit Certificate evidencing a Holder's Units, with transfer instructions in proper form for transfer of the underlying Pledged Securities, the Unit Agent shall transfer the Pledged Securities evidenced by such Unit Certificate to such Holder in accordance with such instructions; provided, however, that if the Pledged Securities are to be transferred to a Person other than the Person in whose name such Unit Certificate is registered, no such transfer shall be made unless the Person requesting the transfer has paid any transfer and other taxes required by reason of such transfer to a Person other than the registered Holder of such Unit Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable. Until the foregoing conditions to transfer any of the Pledged Securities underlying any Units has been met, the Unit Agent shall hold such Pledged Securities as custodian for the Holder of such Units. If upon a Termination Event any Holder of Units would, after satisfying the foregoing conditions, otherwise be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of any series having a principal amount that is not an integral multiple of $1,000, such Holder shall instead be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of such series in a principal amount equal to the next lower integral multiple of $1,000 plus a portion of the net proceeds from the sale of Treasury Securities of such series contemplated by the succeeding sentence representing such Holder's interest therein. As soon as practicable after transfer to the Unit Agent of the Pledged Securities as provided in the Pledge Agreement, the Unit Agent shall, on behalf of all Holders who, by virtue of the preceding sentence, will not be entitled to a portion of the Treasury Securities of any series to which they would otherwise be entitled, entitled aggregate and sell the Treasury Securities of such series representing such portion to or through one or more U.S. government securities dealers at then prevailing prices, deduct from the proceeds of such sales all commissions and other out-of-pocket transaction costs incurred in connection with such sales and, until the net proceeds therefrom have been distributed to the Holders entitled thereto or their designees, hold such proceeds in trust for such Holders.

Transfer of Pledged Securities Upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer of the Pledged Securities underlying each Holder's Units to the Unit Purchase Contract Agent pursuant to the terms of the Pledge Agreement, the Unit Purchase Contract Agent shall request transfer instructions with respect to such Pledged Securities from such Holder by written request mailed to such Holder at his address as it appears in the relevant Unit Register and shall give notice of such Termination Event to the Collateral Agent. Thereafter, upon surrender to the Unit Purchase Contract Agent of a Unit Certificate evidencing a Holder's Units, with transfer instructions in proper form for transfer of the underlying Pledged Securities, the Unit Purchase Contract Agent shall transfer the Pledged Securities evidenced by such Unit Certificate to such Holder in accordance with such instructions; provided, however, that if the Pledged Securities are to be transferred to a Person other than the Person in whose name such Unit Certificate is registered, no such transfer shall be made unless the Person requesting the transfer has paid any transfer and other taxes required by reason of such transfer to a Person other than the registered Holder of such Unit Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable. Until the foregoing conditions to transfer any of the Pledged Securities underlying any Units has been met, the Unit Purchase Contract Agent shall hold such Pledged Securities as custodian for the Holder of such Units. If upon a Termination Event any Holder of Units would, after satisfying the foregoing conditions, otherwise be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of any series having a principal amount that is not an integral multiple of $1,000, such Holder shall instead be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of such series in a principal amount equal to the next lower integral multiple of $1,000 plus a portion of the net proceeds from the sale of Treasury Securities of such series contemplated by the succeeding sentence representing such Holder's interest therein. As soon as practicable after transfer to the Unit Purchase Contract Agent of the Pledged Securities as provided in the Pledge Agreement, the Unit Purchase Contract Agent shall, on behalf of all Holders who, by virtue of the preceding sentence, will not be entitled to a portion of the Treasury Securities of any series to which they would otherwise be entitled, aggregate and sell the Treasury Securities of such series representing such portion to or through one or more U.S. government securities dealers at then prevailing prices, deduct from the proceeds of such sales all commissions and other out-of-pocket transaction costs incurred in connection with such sales and, until the net proceeds therefrom have been distributed to the Holders entitled thereto or their designees, hold such proceeds in trust for such Holders.

Transfer of Pledged Securities Upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Pledged Securities underlying each Holder's Units to the Unit Agent such Securities pursuant to the terms of the Pledge Agreement, the Unit Agent shall request transfer instructions with respect to such Pledged Securities from such each Holder of Securities by written request mailed to such Holder at his address as it appears in the relevant Unit Register and shall give notice Security Register, in respect of the Pledged Securities underlying the Security Certificate held by such Termination Event to the Collateral AgentHolder. Thereafter, upon Upon surrender to the Unit Agent of a Unit Security Certificate evidencing a Holder's Units, with such transfer instructions in proper form for transfer of the underlying Pledged SecuritiesSecurities by Federal Reserve BankWire, book entry transfer through the facilities of the Depositary Trust Company, or other appropriate procedure, the Unit Agent shall transfer the Pledged Securities evidenced by such Unit Security Certificate to such Holder in accordance with such instructions; provided. If a Security Certificate is not duly surrendered to the Agent with appropriate transfer instructions, however, that if the Agent shall hold the Pledged Securities are to be transferred to a Person other than the Person in whose name evidenced by such Unit Security Certificate is registered, no such transfer shall be made unless the Person requesting the transfer has paid any transfer and other taxes required by reason of such transfer to a Person other than the registered Holder of such Unit Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable. Until the foregoing conditions to transfer any of the Pledged Securities underlying any Units has been met, the Unit Agent shall hold such Pledged Securities as custodian for the Holder of such UnitsSecurity Certificate. If upon Pledged Securities shall be transferred only in denominations of $_________ and integral multiples thereof. As promptly as practicable following the occurrence of a Termination Event any Holder Event, the Agent shall determine the excess of Units would, after satisfying (i) the foregoing conditions, otherwise be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of any series having a aggregate principal amount that is not an integral multiple or liquidation preference, as the case may be, of Pledged Securities underlying the Outstanding Securities over (ii) the aggregate principal amount or liquidation preference, as the case may be, of Pledged Securities in denominations of $1,000, such Holder shall instead be entitled ________ and integral multiples thereof transferable to receive (or have transferred to such Holder's designee) Treasury Securities Holders of record on the date of such series in a principal amount equal Termination Event (such excess being herein referred to as the next lower integral multiple of $1,000 plus a portion of the net proceeds from the sale of Treasury Securities of such series contemplated by the succeeding sentence representing such Holder's interest therein"Excess Pledged Securities"). As soon as practicable after transfer to the Unit Agent of the Pledged Securities underlying the Outstanding Securities as provided in the Pledge Agreement, the Unit Agent shall, on behalf of all Holders who, by virtue of the preceding sentence, will not be entitled to a portion of the Treasury Securities of any series to which they would otherwise be entitled, aggregate and shall sell the Treasury Excess Pledged Securities of such series representing such portion to or through one or more U.S. government securities registered broker dealers at then prevailing prices, . The Agent shall deduct from the proceeds of such sales all commissions and other out-of-pocket transaction costs incurred in connection with such sales of Excess Pledged Securities and, until the net proceeds therefrom of such sale or sales have been distributed to Holders of the Holders entitled thereto or their designeesSecurities, the Agent shall hold such proceeds in trust for the Holders of Securities. Each Holder shall be entitled to receive a portion, if any, of such Holdersnet proceeds in lieu of Pledged Securities with a principal amount of less than $____ determined by multiplying the aggregate amount of such net proceeds by a fraction, the numerator of which is the fraction of $_____ in principal amount of Pledged Securities to which such Holder would otherwise be entitled (after taking into account all Securities then held by such Holder) and the denominator of which is the aggregate principal amount of Excess Pledged Securities.

Transfer of Pledged Securities Upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Pledged Securities underlying each Holder's Units to the Unit Agent such Securities pursuant to the terms of the Pledge Agreement, the Unit Agent shall request transfer instructions with respect to such Pledged Securities from such each Holder of Securities by written request mailed to such Holder at his address as it appears in the relevant Unit Register and shall give notice Security Register, in respect of the Pledged Securities underlying the Security Certificate held by such Termination Event to the Collateral AgentHolder. Thereafter, upon Upon surrender to the Unit Agent of a Unit Security Certificate evidencing a Holder's Units, with such transfer instructions in proper form for transfer of the underlying Pledged SecuritiesSecurities by Federal Reserve BankWire, book entry transfer through the facilities of the Depositary Trust Company, or other appropriate procedure, the Unit Agent shall transfer the Pledged Securities evidenced by such Unit Security Certificate to such Holder in accordance with such instructions; provided. If a Security Certificate is not duly surrendered to the Agent with appropriate transfer instructions, however, that if the Agent shall hold the Pledged Securities are to be transferred to a Person other than the Person in whose name evidenced by such Unit Security Certificate is registered, no such transfer shall be made unless the Person requesting the transfer has paid any transfer and other taxes required by reason of such transfer to a Person other than the registered Holder of such Unit Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable. Until the foregoing conditions to transfer any of the Pledged Securities underlying any Units has been met, the Unit Agent shall hold such Pledged Securities as custodian for the Holder of such UnitsSecurity Certificate. If upon Pledged Securities shall be transferred only in denominations of $__________ and integral multiples thereof. As promptly as practicable following the occurrence of a Termination Event any Holder Event, the Agent shall determine the excess of Units would, after satisfying (i) the foregoing conditions, otherwise be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of any series having a aggregate principal amount that is not an integral multiple or liquidation preference, as the case may be, of Pledged Securities underlying the Outstanding Securities over (ii) the aggregate principal amount or liquidation preference, as the case may be, of Pledged Securities in denominations of $1,000, such Holder shall instead be entitled __________ and integral multiples thereof transferrable to receive (or have transferred to such Holder's designee) Treasury Securities Holders of record on the date of such series in a principal amount equal Termination Event (such excess being herein referred to as the next lower integral multiple of $1,000 plus a portion of the net proceeds from the sale of Treasury Securities of such series contemplated by the succeeding sentence representing such Holder's interest therein"Excess Pledged Securities"). As soon as practicable after transfer to the Unit Agent of the Pledged Securities underlying the Outstanding Securities as provided in the Pledge Agreement, the Unit Agent shall, on behalf of all Holders who, by virtue of the preceding sentence, will not be entitled to a portion of the Treasury Securities of any series to which they would otherwise be entitled, aggregate and shall sell the Treasury Excess Pledged Securities of such series representing such portion to or through one or more U.S. government securities registered broker dealers at then prevailing prices, . The Agent shall deduct from the proceeds of such sales all commissions and other out-of-pocket transaction costs incurred in connection with such sales of Excess Pledged Securities and, until the net proceeds therefrom of such sale or sales have been distributed to Holders of the Holders entitled thereto or their designeesSecurities, the Agent shall hold such proceeds in trust for the Holders of Securities. Each Holder shall be entitled to receive a portion, if any, of such Holdersnet proceeds in lieu of Pledged Securities with a principal amount of less than $ determined by multiplying the aggregate amount of such net proceeds by a fraction, the numerator of which is the fraction of $_____________ in principal amount of Pledged Securities to which such Holder would otherwise be entitled (after taking into account all Securities then held by such Holder) and the denominator of which is the aggregate principal amount of Excess Pledged Securities.

Transfer of Pledged Securities Upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Pledged Securities underlying each Holder's Units to the Unit Agent such Securities pursuant to the terms of the Pledge Agreement, the Unit Agent shall request transfer instructions with respect to such Pledged Securities from such each Holder of Securities by written request mailed to such Holder at his address as it appears in the relevant Unit Register and shall give notice Security Register, in respect of the Pledged Securities underlying the Security Certificate held by such Termination Event to the Collateral AgentHolder. Thereafter, upon Upon surrender to the Unit Agent of a Unit Security Certificate evidencing a Holder's Units, with such transfer instructions in proper form for transfer of the underlying Pledged SecuritiesSecurities by Federal Reserve BankWire, book-entry transfer through the facilities of the Depositary Trust Company, or other appropriate procedure, the Unit Agent shall transfer the Pledged Securities evidenced by such Unit Security Certificate to such Holder in accordance with such instructions; provided. If a Security Certificate is not duly surrendered to the Agent with appropriate transfer instructions, however, that if the Agent shall hold the Pledged Securities are to be transferred to a Person other than the Person in whose name evidenced by such Unit Security Certificate is registered, no such transfer shall be made unless the Person requesting the transfer has paid any transfer and other taxes required by reason of such transfer to a Person other than the registered Holder of such Unit Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable. Until the foregoing conditions to transfer any of the Pledged Securities underlying any Units has been met, the Unit Agent shall hold such Pledged Securities as custodian for the Holder of such UnitsSecurity Certificate. If upon Pledged Securities shall be transferred only in denominations of $___________ and integral multiples thereof. As promptly as practicable following the occurrence of a Termination Event any Holder Event, the Agent shall determine the excess of Units would, after satisfying (i) the foregoing conditions, otherwise be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of any series having a aggregate principal amount that is not an integral multiple or liquidation preference, as the case may be, of Pledged Securities underlying the Outstanding Securities over (ii) the aggregate principal amount or liquidation preference, as the case may be, of Pledged Securities in denominations of $1,000, such Holder shall instead be entitled ____________ and integral multiples thereof transferable to receive (or have transferred to such Holder's designee) Treasury Securities Holders of record on the date of such series in a principal amount equal Termination Event (such excess being herein referred to as the next lower integral multiple of $1,000 plus a portion of the net proceeds from the sale of Treasury Securities of such series contemplated by the succeeding sentence representing such Holder's interest therein"Excess Pledged Securities"). As soon as practicable after transfer to the Unit Agent of the Pledged Securities underlying the Outstanding Securities as provided in the Pledge Agreement, the Unit Agent shall, on behalf of all Holders who, by virtue of the preceding sentence, will not be entitled to a portion of the Treasury Securities of any series to which they would otherwise be entitled, aggregate and shall sell the Treasury Excess Pledged Securities of such series representing such portion to or through one or more U.S. government securities registered broker dealers at then prevailing prices, . The Agent shall deduct from the proceeds of such sales all commissions and other out-of-pocket transaction costs incurred in connection with such sales of Excess Pledged Securities and, until the net proceeds therefrom of such sale or sales have been distributed to Holders of the Holders entitled thereto or their designeesSecurities, the Agent shall hold such proceeds in trust for the Holders of Securities. Each Holder shall be entitled to receive a portion, if any, of such Holdersnet proceeds in lieu of Pledged Securities with a principal amount of less than $_________ determined by multiplying the aggregate amount of such net proceeds by a fraction, the numerator of which is the fraction of $________________ in principal amount of Pledged Securities to which such Holder would otherwise be entitled (after taking into account all Securities then held by such Holder) and the denominator of which is the aggregate principal amount of Excess Pledged Securities.

Transfer of Pledged Securities Upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer of the Pledged Securities underlying each Holder's Units to the Unit Agent pursuant to the terms of the Pledge Agreement, the Unit Agent shall request transfer instructions with respect to such Pledged Securities from such Holder by written request mailed to such Holder at his address as it appears in the relevant Unit Register and shall give notice of such Termination Event to the Collateral AgentRegister. Thereafter, upon surrender to the Unit Agent of a Unit Certificate evidencing a Holder's Units, with transfer instructions in proper form for transfer of the underlying Pledged Securities, the Unit Agent shall transfer the Pledged Securities evidenced by such Unit Certificate to such Holder in accordance with such instructions; provided, however, that if the Pledged Securities are to be transferred to a Person other than the Person in whose name such Unit Certificate is registered, no such transfer shall be made unless the Person requesting the transfer has paid any transfer and other taxes required by reason of such transfer to a Person other than the registered Holder of such Unit Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable. Until the foregoing conditions to transfer any of the Pledged Securities underlying any Units has been met, the Unit Agent shall hold such Pledged Securities as custodian for the Holder of such Units. If upon a Termination Event any Holder of Units would, after satisfying the foregoing conditions, otherwise be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of any series having a principal amount that is not an integral multiple of $1,000, such Holder shall instead be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of such series in a principal amount equal to the next lower integral multiple of $1,000 plus a portion of the net proceeds from the sale of Treasury Securities of such series contemplated by the succeeding sentence representing such Holder's interest therein. As soon as practicable after transfer to the Unit Agent of the Pledged Securities as provided in the Pledge Agreement, the Unit Agent shall, on behalf of all Holders who, by virtue of the preceding sentence, will not be entitled to a portion of the Treasury Securities of any series to which they would otherwise be entitled, aggregate and sell the Treasury Securities of such series representing such portion to or through one or more U.S. government securities dealers at then prevailing prices, deduct from the proceeds of such sales all commissions and other out-of-pocket transaction costs incurred in connection with such sales and, until the net proceeds therefrom have been distributed to the Holders entitled thereto or their designees, hold such proceeds in trust for such Holders.. ARTICLE FIVE THE PURCHASE CONTRACTS

Transfer of Pledged Securities Upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Pledged Securities underlying each Holder's Units to the Unit Agent such Securities pursuant to the terms of the Pledge Agreement, the Unit Agent shall request transfer instructions with respect to such Pledged Securities from such each Holder of Securities by written request mailed to such Holder at his address as it appears in the relevant Unit Register and shall give notice Security Register, in respect of the Pledged Securities underlying the Security Certificate held by such Termination Event to the Collateral AgentHolder. Thereafter, upon Upon surrender to the Unit Agent of a Unit Security Certificate evidencing a Holder's Units, with such transfer instructions in proper form for transfer of the underlying Pledged SecuritiesSecurities by Federal Reserve BankWire, book-entry transfer through the facilities of the Depositary Trust Company, or other appropriate procedure, the Unit Agent shall transfer the Pledged Securities evidenced by such Unit Security Certificate to such Holder in accordance with such instructions; provided. If a Security Certificate is not duly surrendered to the Agent with appropriate transfer instructions, however, that if the Agent shall hold the Pledged Securities are to be transferred to a Person other than the Person in whose name evidenced by such Unit Security Certificate is registered, no such transfer shall be made unless the Person requesting the transfer has paid any transfer and other taxes required by reason of such transfer to a Person other than the registered Holder of such Unit Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable. Until the foregoing conditions to transfer any of the Pledged Securities underlying any Units has been met, the Unit Agent shall hold such Pledged Securities as custodian for the Holder of such UnitsSecurity Certificate. If upon Pledged Securities shall be transferred only in denominations of $_____________ and integral multiples thereof. As promptly as practicable following the occurrence of a Termination Event any Holder Event, the Agent shall determine the excess of Units would, after satisfying (i) the foregoing conditions, otherwise be entitled to receive (or have transferred to such Holder's designee) Treasury Securities of any series having a aggregate principal amount that is not an integral multiple or liquidation preference, as the case may be, of Pledged Securities underlying the Outstanding Securities over (ii) the aggregate principal amount or liquidation preference, as the case may be, of Pledged Securities in denominations of $1,000, such Holder shall instead be entitled ____________ and integral multiples thereof transferrable to receive (or have transferred to such Holder's designee) Treasury Securities Holders of record on the date of such series in a principal amount equal Termination Event (such excess being herein referred to as the next lower integral multiple of $1,000 plus a portion of the net proceeds from the sale of Treasury Securities of such series contemplated by the succeeding sentence representing such Holder's interest therein"Excess Pledged Securities"). As soon as practicable after transfer to the Unit Agent of the Pledged Securities underlying the Outstanding Securities as provided in the Pledge Agreement, the Unit Agent shall, on behalf of all Holders who, by virtue of the preceding sentence, will not be entitled to a portion of the Treasury Securities of any series to which they would otherwise be entitled, aggregate and shall sell the Treasury Excess Pledged Securities of such series representing such portion to or through one or more U.S. government securities registered broker dealers at then prevailing prices, . The Agent shall deduct from the proceeds of such sales all commissions and other out-of-pocket transaction costs incurred in connection with such sales of Excess Pledged Securities and, until the net proceeds therefrom of such sale or sales have been distributed to Holders of the Holders entitled thereto or their designeesSecurities, the Agent shall hold such proceeds in trust for the Holders of Securities. Each Holder shall be entitled to receive a portion, if any, of such Holdersnet proceeds in lieu of Pledged Securities with a principal amount of less than $___________ determined by multiplying the aggregate amount of such net proceeds by a fraction, the numerator of which is the fraction of $_____________ in principal amount of Pledged Securities to which such Holder would otherwise be entitled (after taking into account all Securities then held by such Holder) and the denominator of which is the aggregate principal amount of Excess Pledged Securities.