Common use of Early Settlement Clause in Contracts

Early Settlement. (a) A holder of Corporate Units may settle the related Purchase Contracts in their entirety at any time on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of 20 Corporate Units; provided, however that a Holder of Corporate Units will not be permitted to settle the related Purchase Contracts 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 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 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 Registration Statement covering the shares of Common Stock to be issued and delivered in respect of the Purchase 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 in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early 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 Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (ii) 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 Certificate evidencing Units shall deliver such 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/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, 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 provided in the immediately 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 Early Settlement of the Purchase Contracts, the 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 immediately and automatically terminate, except that the Holders will receive any accrued and unpaid Contract Adjustment Payments if the Early 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. (a) A holder Subject to and upon compliance with the provisions of Corporate Units may settle this Section 5.07, at the related option of the Holder thereof, Purchase Contracts in their entirety at any time underlying Securities may be settled early ("EARLY SETTLEMENT") on or prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of 20 Corporate Units; provided, however that a Holder of Corporate Units will not be permitted to settle the related Purchase Contracts 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 Treasury Stock Purchase Units may settle early only in integral multiples of 8,000 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 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 Registration Statement covering the shares of Common Stock to be issued and delivered in respect of the 40 Purchase 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 in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early 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 Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (ii) 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 PaymentsContracts. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units Securities shall deliver such 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 an "Election to Settle Early/Fundamental Change Early Settlement " form (on the reverse thereof duly completed side of the Certificate) and executed any other documents requested by the Purchase Contract Agent and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the “Early Settlement Amount”"EARLY SETTLEMENT AMOUNT") equal to the sum of product 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 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 next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Purchase Contract Adjustment Payments payable, if any, 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. Except as provided in the immediately preceding sentence and subject to Section 5.2(d5.11(c), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends payable on the Common StockStock issued upon such Early Settlement, the record date for which payment occurs prior to the Early Settlement Date. In order for any of If the foregoing requirements to be considered are first satisfied or effective with respect to a Purchase Contract Contracts underlying any Unit Securities prior to or at 5:00 p.m. (New York City time) on or by a particular Business Day, such requirement must day shall be met at or prior the "EARLY SETTLEMENT DATE" with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on such a Business Day or on a day that is not a 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” "EARLY SETTLEMENT DATE" with respect to such Unit. Upon Securities shall be the next succeeding Business Day (so long as such next succeeding Business Day is not later than the seventh 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 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 best efforts to (A) have in effect a Registration Statement covering the shares of Common Stock to be delivered in respect of the Purchase ContractsContracts being settled and (B) provide a Prospectus in connection therewith, the 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 immediately and automatically terminate, except in each case in a form that the Holders will receive any accrued and unpaid Purchase Contract Adjustment Payments if the Agent may use in connection with such Early Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment DateSettlement.

Early Settlement. (a) A holder Unless the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Units may settle Unit, such sale will be made by the related Purchase Contracts in their entirety at any time on or prior Remarketing Agent pursuant to the seventh Business Day immediately preceding terms of the Purchase Contract Settlement Remarketing Agreement on the Final Remarketing Date, in . If the manner described herein, but only in integral multiples Treasury Portfolio has replaced the Senior Notes as a component of 20 Corporate Units; provided, however that a Holder of Corporate Units will who does not be permitted to settle notify the related Purchase Contracts during any period commencing on and including the Business Day preceding the first of the three sequential Remarketing Dates comprising any Three‑Day Remarketing PeriodContract Agent, 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 second fifth Business Day immediately preceding the Purchase Contract Settlement Date (or such other number of Corporate Units as may be determined by the Remarketing Agents upon its intention to effect 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 Cash Settlement shall pay 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 Registration Statement covering Price for 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 respect 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 Contracts being settled, if such a Registration Statement is required (in Contract and delivered the view of counsel for Purchase Price to the Company, which need not be in the form of a written opinionCollateral Agent pursuant to Section 5.02(e)(ii) 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 in respect of the Purchase Contracts being settled Contract Agreement, such Holder shall be deemed to have exercised such Holder's Put Right and (y) provide to have elected to pay the Purchase Price under the Purchase Contract out of a Prospectus portion of the proceeds from the Put Right in connection therewith, in each case in a form that may be used in connection with full satisfaction of such Early SettlementHolder's obligations under the Purchase Contract. In the event that a Holder seeks of the Company's failure to exercise its Early Settlement right and a Registration Statement is required to be effective in connection with pay the exercise of such right but no such Registration Statement is then effectivePut Price when due, the 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 to have no further netted such Holder's obligation with respect 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 such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s right to receive additional Contract Adjustment Payments shares of Common Stock in respect of such a Purchase Contracts will terminate and (ii) no adjustment will be made Contract or deliver any certificates therefor to or 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 on account thereunder shall terminate if a Termination Event shall occur. Upon the occurrence 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 Contractsa Termination Event, the Holder of the Certificate evidencing Units Company shall deliver such Certificate give written notice to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer and to the Company 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 SettlementHolders, 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 at their addresses as provided they appear in the immediately 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 UnitSecurity Register. Upon Early Settlement and after the occurrence of the Purchase Contractsa Termination Event, the rights of Collateral Agent shall release the Holders to receive and Pledged Senior Notes or the obligation of the Company to pay any Contract Adjustment Payments appropriate Applicable Ownership Interests (including any accrued and unpaid Contract Adjustment Payments) with respect to such Purchase Contracts shall immediately and automatically terminate, except that the Holders will receive any accrued and unpaid Contract Adjustment Payments if the Early Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Date.as specified in clause

Early Settlement. (a) A holder Subject to and upon compliance with the provisions of Corporate Units may settle this Section 5.07, at the related option of the Holder thereof, Purchase Contracts in their entirety at any time underlying Securities may effect Early Settlement on or prior to 5:00 p.m. (New York City time) on the seventh fifth Business Day immediately preceding the Purchase Contract Settlement Date, in . Holders of Growth PRIDES may only effect Early Settlement of the manner described herein, but only related Purchase Contracts in integral multiples of 20 Corporate Units; provided, however that a Holder of Corporate Units will not be permitted to settle the related Purchase Contracts 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 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 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 Registration Statement covering the shares of Common Stock to be issued and delivered in respect of the Purchase 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 in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early 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 Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (ii) 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 PaymentsContracts. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units Securities shall deliver such 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 an "Election to Settle Early/Fundamental Change Early Settlement " form (on the reverse thereof duly completed side of the Certificate) and executed any other documents requested by the Purchase Contract Agent and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the “Early Settlement Amount”"EARLY SETTLEMENT AMOUNT") equal to the sum of product 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 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 next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Purchase Contract Adjustment Payments payable, if any, 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. Except as provided in the immediately preceding sentence and subject to Section 5.2(d5.11(c), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends payable on the Common StockStock issued upon such Early Settlement, the record date for which payment occurs prior to the Early Settlement Date. In order for any of If the foregoing requirements to be considered are first satisfied or effective with respect to a Purchase Contract Contracts underlying any Unit Securities prior to or at 5:00 p.m. (New York City time) on or by a particular Business Day, such requirement must day shall be met at or prior the "EARLY SETTLEMENT DATE" with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on such a Business Day or on a day that is not a 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” "EARLY SETTLEMENT DATE" with respect to such Unit. Upon 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 47 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 best efforts to (A) have in effect a Registration Statement covering the shares of Common Stock to be delivered in respect of the Purchase ContractsContracts being settled and (B) provide a Prospectus in connection therewith, the 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 immediately and automatically terminate, except in each case in a form that the Holders will receive any accrued and unpaid Purchase Contract Adjustment Payments if the Agent may use in connection with such Early Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment DateSettlement.

Early Settlement. (a) A holder Subject to and upon compliance with the provisions of Corporate Units may settle the related this Section 5.7, Purchase Contracts in their entirety underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at any time the option of the Holder thereof, be settled early ("Early Settlement") (unless a Tax Event Redemption has occurred) on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Remarketing Date or any Subsequent Remarketing Date, in ; and if either the manner described herein, but only in integral multiples of 20 Corporate Units; provided, however that a Holder of Corporate Normal Units will not be permitted to settle the related Purchase Contracts 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, have been converted into Stripped Units 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 a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Corporate Normal Units, Holders of Corporate Purchase Contracts underlying Normal Units may settle be settled early only in integral multiples of 8,000 Corporate Units at any time on or prior to the second Business Day immediately preceding the Stock Purchase Contract Settlement Date (or such other number of 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”) Date, but only in an aggregate amount of $1,000 or in an integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect a Registration Statement covering the shares of Common Stock to be issued and delivered in respect of the Purchase 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 in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early 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 Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (ii) 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 Paymentsmultiple thereof. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Units shall deliver such Certificate to the Purchase Contract Agent at the Corporate Trust Office office duly endorsed for transfer to the Company 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 (i1) 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, 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 provided in the immediately preceding sentence and subject to Section 5.2(d), no 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 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 to be considered are first satisfied or effective with respect to a Purchase Contract Contracts 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 a Business Day; , such day shall be the "Early Settlement Date" with respect to such Unit and if such requirements are first Business Day on which all of the foregoing requirements have been satisfied by after 5:00 p.m., New York City time shall be time, on a Business Day or on a day that is not a Business Day, the “"Early Settlement Date” " with respect to such Unit. Upon Early Settlement of Units shall be the Purchase Contracts, the 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 immediately and automatically terminate, except that the Holders will receive any accrued and unpaid Contract Adjustment Payments if the Early Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Datenext succeeding Business Day.

Early Settlement. (a) A holder of Corporate Units may settle the related Purchase Contracts in their entirety at any time on or prior Upon written notice to the seventh Business Day immediately preceding Collateral Agent by the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of 20 Corporate Units; provided, however Agent that a Holder of Corporate Units will not be permitted Securities has elected to settle effect Early Settlement of its obligation under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and the Purchase Contract Agreement, and that the Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Purchase Contracts during any period commencing on and including Early Settlement Amount pursuant to the Business Day preceding the first terms of the three sequential Remarketing Dates comprising any Three‑Day Remarketing PeriodPurchase Contract and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, and ending on and includingthen the Collateral Agent shall release from the Pledge, (a) the Pledged Debt Securities or the Pledged Applicable Ownership Interests in a Treasury Portfolio (in the case of a Successful Remarketing during such Three‑Day Remarketing Period, Holder of Income PRIDES) or (b) 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 Pledged 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 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 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 Registration Statement covering the shares of Common Stock to be issued and delivered in respect of the Purchase Contracts being settled, if such a Registration Statement is required Securities (in the view of counsel for the Company, which need not be in the form case 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 in respect Holder of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewithGrowth PRIDES), in each case that had been components of such Securities, and shall transfer such Debt Securities or Applicable Ownership Interests in a form that Treasury Portfolio or Treasury Securities, as the case may be used in connection with such Early Settlement. In the event that a Holder seeks to exercise its Early Settlement right be, free 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 Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (ii) 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 clear of the Certificate evidencing Units shall deliver such Certificate Pledge created hereby, to the Purchase Contract Agent at for the Corporate Trust Office duly endorsed for transfer benefit of such Holder. In addition, if a Holder of Securities effects Early Settlement after a Reset Date which is not also a Payment Date but prior to the Company 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 Record Date relating to the Company in immediately available funds in an amount next following Payment Date, the Collateral Agent shall make the payment required by the last sentence of clause (the “Early Settlement Amount”a) equal of Article III. (b) Upon a Cash Merger, upon written notice to the sum of (i) Collateral Agent by the product Purchase Contract Agent that a Holder of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder Securities has elected to effect a Cash Merger Early Settlement, plus (ii) if such delivery is made with respect to any Settlement of its obligation under the Purchase Contracts during forming a part of such Securities in accordance with the period terms of the Purchase Contracts and the Purchase Contract Agreement, and that the Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Cash Merger Early Settlement Amount pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Cash Merger Early Settlement have been satisfied, then the Collateral Agent shall release from the close Pledge, (a) the Pledged Debt Securities or the Pledged Applicable Ownership Interests in a Treasury Portfolio (in the case of business on any a Holder of Income PRIDES) or (b) the Pledged Treasury Securities (in the case of a Holder of Growth PRIDES), in each case that had been components of such Securities, and shall transfer such Debt Securities or Pledged Applicable Ownership Interests in a Treasury Portfolio or Treasury Securities, as the case may be, free and clear of the Pledge created hereby, to the Purchase Contract Agent for the benefit of such Holder. In addition, if a Holder of Securities effects a Cash Merger Early Settlement after a Reset Date which is not also a Payment Date but prior to the Record Date relating to any Payment Date to the opening of business on such next following 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 Collateral Agent shall make the payment is required if by the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. Except as provided in the immediately preceding last sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account clause (a) 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 Early Settlement of the Purchase Contracts, the 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 immediately and automatically terminate, except that the Holders will receive any accrued and unpaid Contract Adjustment Payments if the Early Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment DateArticle III.

Early Settlement. (a) A holder Subject to and upon compliance with the provisions of Corporate Units may settle this Section 5.10, at the related option of the Holder thereof, Purchase Contracts in their entirety at any time underlying Securities having an aggregate Stated Amount of $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 seventh fifth Business Day immediately preceding the Purchase Contract Settlement Date, in . Holders of Treasury Units may only effect Early Settlement of the manner described herein, but only related Purchase Contracts in integral multiples of 20 Corporate Treasury Units; provided, however that a Holder of Corporate Units will not be permitted to settle the related Purchase Contracts 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 if a Tax Event Redemption or 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 has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units Purchase Contracts underlying the Securities may settle early only be settled in integral multiples of 8,000 32,000 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 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 Registration Statement covering the shares of Common Stock to be issued and delivered in respect of the Purchase 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 in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early 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 Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (ii) 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 Certificate evidencing Units Securities shall deliver such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to or at the Company or in blank with the form of New York Office an "Election to Settle Early/Fundamental Change Early Settlement " form (on the reverse thereof duly completed side of the Certificate) and executed any other documents requested by the Agent and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the “"Early Settlement Amount”") equal to the sum of product 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 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 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, 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. Except as provided in the immediately preceding sentence and subject to Section 5.2(d)5.1 hereof, 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 payable on the Common StockStock issued upon such Early Settlement, the record date for which payment occurs prior to the Early Settlement Date. In order for any of If the foregoing requirements to be considered are first satisfied or effective with respect to a Purchase Contract Contracts underlying any Unit Securities prior to or at 5:00 p.m. (New York City time) on or by a particular Business Day, such requirement must day shall be met at or prior the "Early Settlement Date" with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on such a Business Day or on a day that is not a 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 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 5.10 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 in respect of the Purchase ContractsContracts being settled and (B) provide a prospectus in connection therewith, the 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 immediately and automatically terminate, except in each case in a form that the Holders will receive any accrued and unpaid Contract Adjustment Payments if the Agent may use in connection with such Early Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment DateSettlement.

Early Settlement. (a) A holder Subject to and upon compliance with the provisions of this Section 5.9, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") in the case of Corporate Stock Purchase Units may settle the related Purchase Contracts in their entirety at any time on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of 20 Corporate Units; provided, however that a Holder of Corporate Units will not be permitted to settle the related Purchase Contracts during any period commencing on Date 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 Stock Purchase Units may settle early only in integral multiples of 8,000 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 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 Registration Statement covering the shares of Common Stock to be issued and delivered in respect of the Purchase 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 in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewithDate, in each case in a form that may be used in connection with such Early 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 effectivecase, the Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (ii) 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 Paymentsas provided herein. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units Securities shall deliver such 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/Fundamental Change Early Settlement on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the “"Early Settlement Amount”") equal to the sum ofto: (i1) 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 (ii2) 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 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, 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. Except as provided in the immediately preceding sentence and subject to the last paragraph of Section 5.2(d)5.2, 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 StockStock issued upon such Early Settlement. In order for any of If the foregoing requirements to be considered are first satisfied or effective with respect to a Purchase Contract Contracts underlying any Unit on or by a particular Business Day, such requirement must be met Securities at or prior to 5:00 p.m., p.m. (New York City time, ) on such a 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 such day shall be the “"Early Settlement Date” " with respect to such Unit. Upon 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 of the Purchase Contracts, the 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) Date" with respect to such Securities 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, in accordance with Section 5.6 of the Pledge Agreement, 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 shall immediately as to which such Holder has elected to effect Early Settlement, (B) the Purchase Contract Agent has received from such Holder, and automatically terminatepaid to the Company as confirmed in writing by the Company, except that the Holders will receive any accrued and unpaid Contract Adjustment Payments if the related Early Settlement Date falls after a Record Date relating Amount and (C) all conditions to any Payment Date and prior to the opening of business on such Payment DateEarly Settlement have been satisfied.

Early Settlement. (a) A holder of Corporate Share Purchase Units may settle the related Share Purchase Contracts in their entirety at any time on or prior to the seventh fifth Business Day immediately preceding the Share Purchase Contract Settlement Date, Date in the manner described herein, but only in integral multiples of 20 Corporate [20] Share Purchase Units; provided, however that a Holder of Corporate Units will not be permitted to settle the related Purchase Contracts 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, furtherhowever, if the a Treasury Portfolio has become a component of the Corporate Share Purchase Units, Holders of Corporate Share Purchase Units may settle early only in integral multiples of 8,000 Corporate Units at any time on or prior to the second Business Day immediately preceding the [40,000] Share Purchase Contract Settlement Date (or such other number of 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)Units. A holder of Treasury Units may settle the related Share Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the Share Purchase Contract Settlement Date in the manner described herein (an “in either case, "Early Settlement”") but only in integral multiples of 20 [20] Treasury Units. The right to Early Settlement is subject to there being in effect effect, if so required under Federal securities laws, a Registration Statement registration statement covering the shares of Common Stock to be issued and delivered in respect of the Share Purchase 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 in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early 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 Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s holder's rights to receive Deferred Contract Adjustment Payments, if any, on the Share Purchase Contracts being settled will be forfeited, (ii) the holder's right to receive additional Contract Adjustment Payments in respect of such Share Purchase Contracts will terminate and (iiiii) no adjustment will be made to or for the Holder 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 Share Purchase Contracts, the Holder of the Certificate evidencing Units Securities shall deliver such 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/Fundamental Change Early Settlement on the reverse thereof 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 of (i) the product of (A) the Stated Amount $[50] times (B) the number of Share Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus being settled (ii) if such delivery is made with respect to any Share Purchase Contracts during the period from the close of business on any Record Date relating to 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, payable on such Payment Date with respect to such Share 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 provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2(d)5.2, no payment or adjustment shall be made upon Early Settlement of any Share Purchase Contract on account of any Contract Adjustment Payments accrued on such Share Purchase Contract or on account of any dividends on the Common StockStock issued upon such Early Settlement. In order for any of the foregoing requirements to be considered satisfied or effective with respect to a Share Purchase Contract underlying any Unit Security 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 Early Settlement of the Purchase Contracts, the 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 immediately and automatically terminate, except that the Holders will receive any accrued and unpaid Contract Adjustment Payments if the Early Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment DateSecurity.

Early Settlement. (a) A holder Unless the Treasury Portfolio has replaced the Senior Notes as a component of Corporate Units may settle Unit, such sale will be made by the related Purchase Contracts in their entirety at any time on or prior Remarketing Agent pursuant to the seventh Business Day immediately preceding terms of the Purchase Contract Settlement Remarketing Agreement on the Final Remarketing Date, in . If the manner described herein, but only in integral multiples Treasury Portfolio has replaced the Senior Notes as a component of 20 Corporate Units; provided, however that a Holder of Corporate Units will who does not be permitted to settle notify the related Purchase Contracts during any period commencing on and including the Business Day preceding the first of the three sequential Remarketing Dates comprising any Three‑Day Remarketing PeriodContract Agent, 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 second fifth Business Day immediately preceding the Purchase Contract Settlement Date (or such other number of Corporate Units as may be determined by the Remarketing Agents upon its intention to effect 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 Cash Settlement shall pay 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 Registration Statement covering Price for 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 respect 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 Contracts being settled, if such a Registration Statement is required (in Contract and delivered the view of counsel for Purchase Price to the Company, which need not be in the form of a written opinionCollateral Agent pursuant to Section 5.02(e)(ii) 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 in respect of the Purchase Contracts being settled Contract Agreement, such Holder shall be deemed to have exercised such Holder's Put Right and (y) provide to have elected to pay the Purchase Price under the Purchase Contract out of a Prospectus portion of the proceeds from the Put Right in connection therewith, in each case in a form that may be used in connection with full satisfaction of such Early SettlementHolder's obligations under the Purchase Contract. In the event that a Holder seeks of the Company's failure to exercise its Early Settlement right and a Registration Statement is required to be effective in connection with pay the exercise of such right but no such Registration Statement is then effectivePut Price when due, the 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 to have no further netted such Holder's obligation with respect 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 such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s right to receive additional Contract Adjustment Payments shares of Common Stock in respect of such a Purchase Contracts will terminate and (ii) no adjustment will be made Contract or deliver any certificates therefor to or 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 on account thereunder shall terminate if a Termination Event shall occur. Upon the occurrence 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 Contractsa Termination Event, the Holder of the Certificate evidencing Units Company shall deliver such Certificate give written notice to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer and to the Company 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 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 clause (i) of the product definition of (Asuch term) in the Stated Amount times (B) the number Treasury Portfolio forming a part 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 each Corporate Unit from the close of business on any Record Date relating Pledge. A Corporate Unit shall thereafter represent the right to any Payment Date to receive the opening of business on such Payment Date, an amount equal to Senior Note or 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 provided appropriate Applicable Ownership Interests in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement Treasury Portfolio forming a part of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on Corporate Units in accordance with 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 Early Settlement terms of the Purchase ContractsContract 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 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 immediately and automatically terminate, except that the Holders will receive any accrued and unpaid Contract Adjustment Payments if the Early Settlement Date falls after a Record Date relating to any Payment Date and prior pertaining to the opening Pledged Senior Notes, but only to the extent instructed in writing by the Holders. Upon receipt of business on such Payment Date.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. (a) A holder Subject to and upon ----------------- compliance with the provisions of this Section 5.11, at the option of the 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 case of Corporate Units may settle the related Purchase Contracts in their entirety at (unless a Tax Event Redemption or any time earlier Successful Remarketing has occurred) on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of 20 Corporate Units; provided, however that a Holder of Corporate Units will not be permitted to settle the related Purchase Contracts during any period commencing on Date 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 the second Business Day immediately preceding the Purchase Contract Settlement Date (Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or such other number any earlier Successful Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Purchase Contracts underlying 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 settled early on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (an “Early Settlement”) Date, but only in an aggregate amount of ____ Corporate Units or in an integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect a Registration Statement covering the shares of Common Stock to be issued and delivered in respect of the Purchase 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 in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early 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 Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (ii) 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 Paymentsmultiple thereof. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units Securities shall deliver such Certificate to the Purchase Contract 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/Fundamental Change Early Settlement on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company Company) in immediately available funds in an amount (the “"Early Settlement Amount”") equal to the sum of (i) the product of (Ai) the Stated Amount times (Bii) the number (A) of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus plus (iiB) 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 next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payablePayments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment is shall be required pursuant to clause (B) of this sentence if the Company has shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on the such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2(d)5.2, 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 PCS Common StockStock issued upon such Early Settlement or on account of any Deferred Contract Adjustment Payments. In order for any of If the foregoing requirements to be considered are first satisfied or effective with respect to a Purchase Contract Contracts underlying any Unit on or by a particular Business Day, such requirement must be met Securities at or prior to 5:00 p.m., New York City time, on such a Business Day; , such day shall be the "Early Settlement Date" with respect to such Securities and if such requirements are first Business Day on which all of the foregoing requirements have been satisfied by after 5:00 p.m., New York City time shall be time, on a Business Day or on a day that is not a Business Day, the “"Early Settlement Date” " with respect to such Unit. Upon Early Settlement of Securities shall be the Purchase Contracts, the 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 immediately and automatically terminate, except that the Holders will receive any accrued and unpaid Contract Adjustment Payments if the Early Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Datenext succeeding Business Day.

Early Settlement. (a) A holder of Corporate Units may settle the related Purchase Contracts in their entirety at any time on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of 20 Corporate Units; provided, however that a Holder of Corporate Units will not be permitted to settle the related Purchase Contracts 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 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 8,000 400,000 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 Agents upon a Successful Remarketing of the Debentures if the Reset Effective Date is not a regular quarterly interest payment datePayment 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 Registration Statement covering the shares of Common Stock to be issued and delivered in respect of the Purchase 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 in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early 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 Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (ii) 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 Certificate evidencing Units shall deliver such 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/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, 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 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 provided in the immediately 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 time, shall be the “Early Settlement Date” with respect to such Unit. Upon Early Settlement of the Purchase Contracts, the 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 immediately and automatically terminate, except that the Holders will receive any accrued and unpaid Contract Adjustment Payments if the Early 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. (a) A holder of Corporate Units Income PRIDES may settle the related Purchase Contracts in their entirety at any time on or prior to the seventh fifth Business Day immediately preceding the either Purchase Contract Settlement Date, Date in the manner described herein, but only in integral multiples of 20 Corporate Units40 Income PRIDES; provided, however however, that a Holder of Corporate Units will such settlements may not be permitted to settle made during the related Purchase Contracts during any period commencing on and including from the fifth Business Day immediately preceding the first of First Purchase Contract Settlement Date through the three sequential Remarketing Dates comprising any Three‑Day Remarketing PeriodFirst Purchase Contract Settlement Date, 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 a Tax Event Redemption has occurred prior to such Purchase Contract Settlement Date and the Treasury Portfolio has become a component of the Corporate UnitsIncome PRIDES, Holders holders of Corporate Units Income PRIDES may settle early only in integral multiples of 8,000 Corporate Units 1,600,000 Income PRIDES at any time on or prior to the second Business Day immediately preceding the such Purchase Contract Settlement Date (or such other number of Corporate Units as may be determined by but not during the Remarketing Agents upon a Successful Remarketing of period two Business Days immediately preceding the Debentures if First Purchase Contract Settlement Date through the Reset Effective Date is not a regular quarterly interest payment dateFirst Purchase Contract Settlement Date). A holder of Treasury Units Growth PRIDES may settle the related Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the each Purchase 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 a Registration Statement covering the shares of Common Stock to be issued and delivered in respect of the Purchase 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 in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early 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 Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective40 Growth PRIDES. Upon Early Settlement, (i) the Holder’s 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 (iiiii) no adjustment will be made to or for the Holder 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 Settlement") with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units Securities shall deliver such 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/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 (Ai)(A) the Stated Amount $50 times (B) the number of Purchase Contracts with respect being settled if settled on or prior to which the Holder has elected to effect Early SettlementFirst 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 delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date relating to 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, 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. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2(d)5.2, 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 StockStock 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 Unit Security 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 time.shall be the “"Early Settlement Date” " with respect to such Unit. Upon Early Settlement of the Purchase Contracts, the 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 immediately and automatically terminate, except that the Holders will receive any accrued and unpaid Contract Adjustment Payments if the Early Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment DateSecurity.

Early Settlement. (a) A holder Unless a Termination Event has occurred, upon receipt by the Collateral Agent of Corporate Units may settle the related Purchase Contracts in their entirety at any time on or prior to the seventh Business Day immediately preceding a notice from the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of 20 Corporate Units; provided, however Agent that a Holder of Corporate Units will not be permitted Securities has elected to settle effect Early Settlement of its obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and Section 5.9 of the Purchase Contract Agreement (which notice shall set forth the number of such Purchase Contracts as to which such Holder has elected to effect Early Settlement), and that the Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts during any period commencing on and including the Business Day preceding Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the first of Collateral Agent shall release from the three sequential Remarketing Dates comprising any Three‑Day Remarketing Period, and ending on and includingPledge, (1) Pledged Senior Notes or Pledged Treasury Portfolio Interests as the case may be, in the case of a Successful Remarketing during such Three‑Day Remarketing Period, the Reset Effective Date, or if none Holder 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 or (2) Pledged Treasury Securities, in the case of Corporate Units may settle early only in integral multiples of 8,000 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 Agents upon a Successful Remarketing of the Debentures if the Reset Effective Date is not a regular quarterly interest payment date). A holder 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 , with a Registration Statement covering the shares of Common Stock to be issued and delivered in respect of the Purchase 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 in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early 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 Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (ii) 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 Certificate evidencing Units shall deliver such 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/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”) Value equal to the sum of (i) the product of (Ai) the Stated Amount times (Bii) the number of Purchase Contracts with respect as to which the such Holder has elected to effect Early Settlement, plus (ii) if and shall instruct the Securities Intermediary to Transfer all such delivery is made with respect to any Purchase Contracts during Pledged Senior Notes, Pledged Treasury Portfolio Interests or Pledged Treasury Securities, as the period from the close of business on any Record Date relating to any Payment Date case may be, to the opening Purchase Contract Agent for the benefit of business on such Payment DateHolder, an amount equal in each case free and clear of the Pledge created hereby, for distribution to such Holder. Notwithstanding anything to the Contract Adjustment Payments payablecontrary contained herein, 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 provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Holders may not effect 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 after 5:00 p.m., 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 Election Date and Holders may effect Early Settlement of Securities only in integral multiples of 20 Corporate Units or 20 Treasury Units. In addition, if a Tax Event Redemption occurred and the Purchase Contracts, the rights Redemption Treasury Portfolio has become a part 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 Corporate Units, Purchase Contracts shall immediately and automatically terminate, except underlying the Corporate Units may be settled early but only in an aggregate amount of 20 Corporate Units or another integral multiple such that the Holders will receive any accrued and unpaid Contract Adjustment Payments if the Early Settlement Date falls after a Record Date relating Treasury Portfolio Interests to any Payment Date and prior to the opening be released are in integral multiples of business on such Payment Date$1,000.

Early Settlement. (a) A holder Subject to and upon compliance with the provisions of Corporate Units may settle this Section 5.10, at the related option of the Holder thereof, Purchase Contracts in their entirety at any time underlying Securities having an aggregate Stated Amount of $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 seventh fifth Business Day immediately preceding the Purchase Contract Settlement Date, in . Holders of Treasury Units may only effect Early Settlement of the manner described herein, but only related Purchase Contracts in integral multiples of 20 Corporate Treasury Units; provided, however that a Holder of Corporate Units will not be permitted to settle the related Purchase Contracts 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 if a Tax Event Redemption or 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 has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units Purchase Contracts underlying the Securities may settle early only be settled in integral multiples of 8,000 [ ] 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 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 Registration Statement covering the shares of Common Stock to be issued and delivered in respect of the Purchase 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 in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early 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 Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (ii) 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 Certificate evidencing Units Securities shall deliver such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to or at the Company or in blank with the form of New York Office an "Election to Settle Early/Fundamental Change Early Settlement " form (on the reverse thereof duly completed side of the Certificate) and executed any other documents requested by the Agent and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the “"Early Settlement Amount”") equal to the sum of product 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 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 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, 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. Except as provided in the immediately preceding sentence and subject to Section 5.2(d)5.1 hereof, 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 payable on the Common StockStock issued upon such Early Settlement, the record date for which payment occurs prior to the Early Settlement Date. In order for any of If the foregoing requirements to be considered are first satisfied or effective with respect to a Purchase Contract Contracts underlying any Unit Securities prior to or at 5:00 p.m. (New York City time) on or by a particular Business Day, such requirement must day shall be met at or prior the "Early Settlement Date" with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on such a Business Day or on a day that is not a 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 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 5.10 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 in respect of the Purchase ContractsContracts being settled and (B) provide a prospectus in connection therewith, the 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 immediately and automatically terminate, except in each case in a form that the Holders will receive any accrued and unpaid Contract Adjustment Payments if the Agent may use in connection with such Early Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment DateSettlement.

Early Settlement. (a) A holder Unless a Termination Event has occurred, upon receipt by the Collateral Agent of Corporate Units may settle the related Purchase Contracts in their entirety at any time on or prior to the seventh Business Day immediately preceding a notice from the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of 20 Corporate Units; provided, however Agent that a Holder of Corporate Units will not be permitted Securities has elected to settle effect Early Settlement of its obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and Section 5.9 of the Purchase Contract Agreement (which notice shall set forth the number of such Purchase Contracts as to which such Holder has elected to effect Early Settlement), and that the Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts under the terms of the Purchase Contracts during any period commencing on and including the Business Day preceding Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the first of Collateral Agent shall release from the three sequential Remarketing Dates comprising any Three‑Day Remarketing Period, and ending on and includingPledge, (1) Pledged Senior Notes or Pledged Treasury Portfolio Interests as the case may be, in the case of a Successful Remarketing during such Three‑Day Remarketing Period, the Reset Effective Date, or if none Holder 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 or (2) Pledged Treasury Securities, in the case of Corporate Units may settle early only in integral multiples of 8,000 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 Agents upon a Successful Remarketing of the Debentures if the Reset Effective Date is not a regular quarterly interest payment date). A holder 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 , with a Registration Statement covering the shares of Common Stock to be issued and delivered in respect of the Purchase 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 in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early 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 Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (ii) 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 Certificate evidencing Units shall deliver such 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/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”) Value equal to the sum of (i) the product of (Ai) the Stated Amount times (Bii) the number of Purchase Contracts with respect as to which the such Holder has elected to effect Early Settlement, plus (ii) if and shall instruct the Securities Intermediary to Transfer all such delivery is made with respect to any Purchase Contracts during Pledged Senior Notes, Pledged Treasury Portfolio Interests or Pledged Treasury Securities, as the period from the close of business on any Record Date relating to any Payment Date case may be, to the opening Purchase Contract Agent for the benefit of business on such Payment DateHolder, an amount equal in each case free and clear of the Pledge created hereby, for distribution to such Holder. Notwithstanding anything to the Contract Adjustment Payments payablecontrary contained herein, 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 provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Holders may not effect 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 after 5:00 p.m., 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 Election Date and Holders may effect Early Settlement of Securities only in integral multiples of 20 Corporate Units or 20 Treasury Units. In addition, if a Tax Event Redemption occurred and the Purchase Contracts, the rights Redemption Treasury Portfolio has become a part 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 Corporate Units, Purchase Contracts shall immediately and automatically terminate, except underlying the Corporate Units may be settled early but only in an aggregate amount of 20 Corporate Units or another integral multiple such that the Holders will receive any accrued and unpaid Contract Adjustment Payments if the Early Settlement Date falls after a Record Date relating Treasury Portfolio Interests to any Payment Date and prior to the opening be released are in integral multiples of business on such Payment Date$1,000.

Early Settlement. (a) A holder of Corporate Units may settle the related Purchase Contracts in their entirety at any time on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of 20 Corporate Units; provided, however that a Holder of Corporate Units will not be permitted to settle the related Purchase Contracts during any period commencing on and including the Business Day preceding the first of the three sequential Remarketing Dates comprising any Three‑Day Three-Day Remarketing Period, and ending on and including, in the case of a Successful Remarketing during such Three‑Day Three-Day Remarketing Period, the Reset Effective Date, or or, if none of the Remarketings during such Three‑Day Three-Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three‑Day 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 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 Agents upon a Successful Remarketing of the Debentures if the Reset Effective Date is not a regular quarterly interest payment datePayment 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 Registration Statement covering the shares of Common Stock to be issued and delivered in respect of the Purchase 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 in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early 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 Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (ii) 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 Certificate evidencing Units shall deliver such 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/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, 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 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 provided in the immediately 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 time, shall be the “Early Settlement Date” with respect to such Unit. Upon Early Settlement of the Purchase Contracts, the 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 immediately and automatically terminate, except that the Holders will receive any accrued and unpaid Contract Adjustment Payments if the Early 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. (a) A holder Subject to and upon compliance with the provisions of this Section 5.9, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") in the case of Corporate Units may settle the related Purchase Contracts in their entirety at any time PIES (unless a Tax Event Redemption has occurred) on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of 20 Corporate Units; provided, however that a Holder of Corporate Units will not be permitted to settle the related Purchase Contracts during any period commencing on Date 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 PIES on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date (or such other number Date, in each case, as provided herein; and if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Corporate Units as PIES, Purchase Contracts underlying Corporate PIES 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 settled early on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (an “Early Settlement”) Date, but only in an aggregate amount of $8,000,000 or in an integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect a Registration Statement covering the shares of Common Stock to be issued and delivered in respect of the Purchase 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 in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early 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 Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (ii) 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 Paymentsmultiple thereof. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units Securities shall deliver such 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/Fundamental Change Early Settlement on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds 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 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 relating to 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, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if Contracts plus (y) in the Company has elected to defer case of a Corporate PIES Certificate, the Contract Adjustment Payments which would otherwise be distributions on the related Preferred Securities or Debentures payable on the such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2(d)5.2, 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 StockStock issued upon such Early Settlement. In order for any of If the foregoing requirements to be considered are first satisfied or effective with respect to a Purchase Contract Contracts underlying any Unit on or by a particular Business Day, such requirement must be met Securities at or prior to 5:00 p.m., New York City time, on such a Business Day; , such day shall be the "Early Settlement Date" with respect to such Securities and if such requirements are first Business Day on which all of the foregoing requirements have been satisfied by after 5:00 p.m., New York City time shall be time, on a Business Day or on a day that is not a Business Day, the “"Early Settlement Date” " with respect to such Unit. Upon Early Settlement of Securities shall be the Purchase Contracts, the 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 immediately and automatically terminate, except that the Holders will receive any accrued and unpaid Contract Adjustment Payments if the Early Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Datenext succeeding Business Day.

Early Settlement. (a) A holder Subject to and upon compliance with the provisions of Corporate Units may settle this Section 5.07, at the related option of the Holder thereof, Purchase Contracts in their entirety at any time underlying Securities may be settled early ("Early Settlement") on or prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of 20 Corporate Units; provided, however that a Holder of Corporate Units will not be permitted to settle the related Purchase Contracts 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 Treasury Stock Purchase Units may settle early only in integral multiples of 8,000 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 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 Registration Statement covering the shares of Common Stock to be issued and delivered in respect of the 40 Purchase 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 in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early 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 Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (ii) 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 PaymentsContracts. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units Securities shall deliver such 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 an "Election to Settle Early/Fundamental Change Early Settlement " form (on the reverse thereof duly completed side of the Certificate) and executed any other documents requested by the Purchase Contract Agent and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the “"Early Settlement Amount”") equal to the sum of product 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 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 next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Purchase Contract Adjustment Payments payable, if any, 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. Except as provided in the immediately preceding sentence and subject to Section 5.2(d5.11(c), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends payable on the Common StockStock issued upon such Early Settlement, the record date for which payment occurs prior to the Early Settlement Date. In order for any of If the foregoing requirements to be considered are first satisfied or effective with respect to a Purchase Contract Contracts underlying any Unit Securities prior to or at 5:00 p.m. (New York City time) on or by a particular Business Day, such requirement must day shall be met at or prior the "Early Settlement Date" with respect to such Securities and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on such a Business Day or on a day that is not a 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 Securities shall be the next succeeding Business Day (so long as such next succeeding Business Day is not later than the seventh 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 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 best efforts to (A) have in effect a Registration Statement covering the shares of Common Stock to be delivered in respect of the Purchase ContractsContracts being settled and (B) provide a Prospectus in connection therewith, the 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 immediately and automatically terminate, except in each case in a form that the Holders will receive any accrued and unpaid Purchase Contract Adjustment Payments if the Agent may use in connection with such Early Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment DateSettlement.

Early Settlement. (a) A holder of Corporate Units Income PRIDES may settle the related Purchase Contracts in their entirety at any time on or prior to the seventh fifth Business Day immediately preceding the either Purchase Contract Settlement Date, Date in the manner described herein, but only in integral multiples of 20 Corporate Units40 Income PRIDES; provided, however however, that a Holder of Corporate Units will such settlements may not be permitted to settle made during the related Purchase Contracts during any period commencing on and including from the fifth Business Day immediately preceding the first of First Purchase Contract Settlement Date through the three sequential Remarketing Dates comprising any Three‑Day Remarketing PeriodFirst Purchase Contract Settlement Date, 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 a Tax Event Redemption has occurred prior to such Purchase Contract Settlement Date and the Treasury Portfolio has become a component of the Corporate UnitsIncome PRIDES, Holders holders of Corporate Units Income PRIDES may settle early only in integral multiples of 8,000 Corporate Units 1,600,000 Income PRIDES at any time on or prior to the second Business Day immediately preceding the such Purchase Contract Settlement Date (or such other number of Corporate Units as may be determined by but not during the Remarketing Agents upon a Successful Remarketing of period two Business Days immediately preceding the Debentures if First Purchase Contract Settlement Date through the Reset Effective Date is not a regular quarterly interest payment dateFirst Purchase Contract Settlement Date). A holder of Treasury Units Growth PRIDES may settle the related Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the each Purchase Contract Settlement Date in the manner described herein (in either case, an “Early Settlement”) Settlement but only in integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect a Registration Statement covering the shares of Common Stock to be issued and delivered in respect of the Purchase 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 in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early 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 Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective40 Growth PRIDES). Upon Early Settlement, (i) the Holder’s 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 (iiiii) no adjustment will be made to or for the Holder 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 Settlement") with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units Securities shall deliver such 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/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 (Ai)(A) the Stated Amount $50 times (B) the number of Purchase Contracts with respect being settled if settled on or prior to which the Holder has elected to effect Early Settlementfifth 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 delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date relating to 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, 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. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2(d)5.2, 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 StockStock 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 Unit Security 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 time.shall be the “"Early Settlement Date” " with respect to such Unit. Upon Early Settlement of the Purchase Contracts, the 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 immediately and automatically terminate, except that the Holders will receive any accrued and unpaid Contract Adjustment Payments if the Early Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment DateSecurity.

Early Settlement. (a) A holder Subject to and upon compliance with the provisions of Corporate Units may settle this Section 5.9, at the related option of the Holder thereof, Purchase Contracts in their entirety at any time underlying Securities may be settled early (“Early Settlement”) on or prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described as provided herein, but only in integral multiples of 20 Corporate Units; provided, however that a Holder of Corporate Units will not be permitted to settle the related Purchase Contracts 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 Treasury SPC Units may settle early only in integral multiples of 8,000 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 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 Registration Statement covering the shares of Common Stock to be issued and delivered in respect of the 40 Purchase 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 in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early 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 Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (ii) 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 PaymentsContracts. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units Securities shall deliver such Certificate Certificates 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/Fundamental Change Early Settlement on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the “Early Settlement Amount”) equal to the sum ofto: (i1) 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 (ii2) 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 next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Purchase Contract Adjustment Payments payable, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if Contracts plus (y) in the Company has elected to defer case of a SPC Units Certificate, the Contract Adjustment Payments which would otherwise be [distributions or] interest on the related [Preferred Securities or] Notes payable on the such Payment Date. .] Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2(d)5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common StockStock issued upon such Early Settlement. In order for any of If the foregoing requirements to be considered are first satisfied or effective with respect to a Purchase Contract Contracts underlying any Unit Securities prior to or at 5:00 p.m. (New York City time) 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 day shall be the “Early Settlement Date” with respect to such Unit. Upon 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 of the Purchase Contracts, the 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) Date” with respect to such Purchase Contracts Securities shall immediately and automatically terminate, except that be the Holders will receive any accrued and unpaid Contract Adjustment Payments if the Early Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Datenext succeeding Business Day.

Early Settlement. (a) A holder Subject to and upon compliance with the provisions of this Section 5.9, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") in the case of Corporate Units may settle the related Purchase Contracts in their entirety at any time PIES (unless a Tax Event Redemption has occurred) on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, in the manner described herein, but only in integral multiples of 20 Corporate Units; provided, however that a Holder of Corporate Units will not be permitted to settle the related Purchase Contracts during any period commencing on Date 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 PIES on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date (or such other number 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 Units as PIES, Purchase Contracts, underlying Corporate PIES 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 settled early, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the manner described herein (an “Early Settlement”) Date, but only in an aggregate amount of $8,000,000 or in an integral multiples of 20 Treasury Units. The right to Early Settlement is subject to there being in effect a Registration Statement covering the shares of Common Stock to be issued and delivered in respect of the Purchase 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 in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early 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 Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (ii) 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 Paymentsmultiple thereof. In order to exercise the right to effect any Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units Securities shall deliver such 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/Fundamental Change Early Settlement on the reverse thereof duly completed and executed and accompanied by payment (payable to the Company in immediately available funds 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 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 relating to 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, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if Contracts plus (y) in the Company has elected to defer case of a Corporate PIES Certificate, the Contract Adjustment Payments which would otherwise be distributions on the related Preferred Securities or Debentures payable on the such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2(d)5.2, 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 StockStock issued upon such Early Settlement. In order for any of If the foregoing requirements to be considered are first satisfied or effective with respect to a Purchase Contract Contracts underlying any Unit on or by a particular Business Day, such requirement must be met Securities at or prior to 5:00 p.m., New York City time, on such a Business Day; , such day shall be the "Early Settlement Date" with respect to such Securities and if such requirements are first Business Day on which all of the foregoing requirements have been satisfied by after 5:00 p.m., New York City time shall be time, on a Business Day or on a day that is not a Business Day, the “"Early Settlement Date” " with respect to such Unit. Upon Early Settlement of Securities shall be the Purchase Contracts, the 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 immediately and automatically terminate, except that the Holders will receive any accrued and unpaid Contract Adjustment Payments if the Early Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Datenext succeeding Business Day.

Early Settlement. (a) A holder of Corporate Units Income PRIDES (unless a Tax Event Redemption has occurred) may settle the related Purchase Contracts in their entirety at any time on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement Date, Date in the manner described herein, but only in integral multiples of 20 Corporate UnitsIncome PRIDES; provided, however that a Holder of Corporate Units will not be permitted to settle the related Purchase Contracts 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, furtherhowever, if a Tax Event Redemption has occurred prior to the Purchase Contract Settlement Date and the Treasury Portfolio has become a component of the Corporate UnitsIncome PRIDES, Holders holders of Corporate Units Income PRIDES may settle early only in integral multiples of 8,000 Corporate Units 32,000 Income PRIDES 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 Agents upon a Successful Remarketing of the Debentures if the Reset Effective Date is not a regular quarterly interest payment date)Date. A holder of Treasury Units Growth PRIDES 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 (in either case, an “"Early Settlement”"). Upon such Early Settlement, (a) but only the holder will pay to the Company through the Purchase Contract Agent in integral multiples immediately available funds an amount equal to the Stated Amount for each Purchase Contract to be settled and deliver the Income PRIDES or Growth PRIDES, as the case may be, to the Purchase Contract Agent, (b) the related Trust Preferred Securities, the appropriate Applicable Ownership Interest of 20 the Treasury Units. The right Portfolio or the Treasury Securities, as the case may be, within three Business Days of the date of Early Settlement, will be transferred to the holder free and clear of the Company's security interest therein, and (c) the Company, within three Business Days of the date of Early Settlement is subject to there being in effect a Registration Statement covering the Settlement, will deliver newly issued shares of Common Stock an amount equal to be issued and delivered in respect of the Stated Amount divided by the Threshold Appreciation Price) to the holder for each Purchase Contracts being Contract so 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 in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early 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 Holder’s exercise of such right shall be void unless and until such a Registration Statement shall be effective and the Company shall have no further obligation with respect to any such Registration Statement if, notwithstanding using its commercially reasonable efforts, no Registration Statement is then effective. Upon Early Settlement, (i) the Holder’s 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 Payments, if any, in respect of such Purchase Contracts will terminate and (iiiii) no adjustment will be made to or for the Holder 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 Certificate evidencing Units shall deliver such 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/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, 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 provided in the immediately 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 Early Settlement of the Purchase Contracts, the 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 immediately and automatically terminate, except that the Holders will receive any accrued and unpaid Contract Adjustment Payments if the Early Settlement Date falls after a Record Date relating to any Payment Date and prior to the opening of business on such Payment Date.