Common use of Early Settlement Clause in Contracts

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.10, 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 Income PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date and in the case of Growth PRIDES on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Income PRIDES, Purchase Contracts underlying Income PRIDES may be settled early on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of ____ Income PRIDES or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the 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 on the reverse thereof duly completed and accompanied by payment (payable to the Company) in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds in an amount (the "Early Settlement Amount") equal to the product of (i) the Stated Amount times (ii) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement. No payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such 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 Date" with respect to such Securities shall be the next succeeding Business Day.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.105.9, 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 Income PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) Corporate PIES on or prior to the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date and in the case of Growth PRIDES Treasury PIES on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Income PRIDES, Purchase Contracts underlying Income PRIDES may be settled early on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of ____ Income PRIDES or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing 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 on the reverse thereof duly completed and accompanied by payment (payable to the Company) in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case Company in immediately available funds funds) in an amount (the "Early Settlement Amount") equal to to: (1) the product of (iA) the Stated Amount times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (2) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding 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. No Except as provided in the immediately preceding sentence and subject to the last paragraph of Section 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 Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be 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 a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.105.07, a Holder, at his option, may, with respect to 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 ("such Holder's Securities, effect Early Settlement") in the case of Income PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) Settlement at any time on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date and in the case Date. Holders of Growth PRIDES Equity Units may effect Early Settlement of the related Purchase Contracts at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, Date only in each case, as provided herein; provided however, that if integral multiples of 40 Purchase Contracts. If a Tax Event Redemption or Date, a Successful Initial Remarketing or a Successful Secondary Remarketing has occurred and the Treasury Portfolio has become a component of the occurred, Income PRIDES, Purchase Contracts underlying Income PRIDES Equity Units Holders may be settled early effect Early Settlement on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but Date only in an aggregate amount multiples of ____ Income PRIDES or in an integral multiple thereof20,000 Purchase Contracts. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing 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 an "Election to Settle Early Early" form (on the reverse thereof duly completed side of the Certificate) and any other documents requested by the Purchase Contract Agent and accompanied by payment (payable to the Company) in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case Company in immediately available funds funds) in an amount (the "Early Settlement AmountEARLY SETTLEMENT AMOUNT") equal to the product of (i) (A) the Stated Amount times (iiB) 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 next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Purchase Contract Payments payable on such Payment Date with respect to such Purchase Contracts. No Except as provided in the immediately preceding sentence and subject to Section 5.11(c), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Payments accrued on such Purchase Contract or on account of dividends payable on the Common Stock issued upon such Early Settlement, the record date for which payment occurs prior to the Early Settlement Date. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement DateEARLY 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 a Business Day or on a day that is not a Business Day, the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Securities shall be the next succeeding Business DayDay (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 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 commercially reasonable efforts to (A) have in effect a Registration Statement covering the shares of Common Stock to be delivered in respect of the Purchase Contracts being settled and (B) provide a Prospectus in connection therewith, in each case in a form that the Purchase Contract Agent may use in connection with such Early Settlement.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.105.9, 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 Income PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date and in the case of Growth PRIDES on or prior to the second seventh Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and . Holders of Treasury SPC Units may only settle the Treasury Portfolio has become a component of the Income PRIDES, related Purchase Contracts underlying Income PRIDES may be settled early on or prior to the second Business Day immediately preceding the in integral multiples of 40 Purchase Contract Settlement Date, but only in an aggregate amount of ____ Income PRIDES or in an integral multiple thereofContracts. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate Certificates 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 on the reverse thereof duly completed and accompanied by payment (payable to the Company) in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case Company in immediately available funds funds) in an amount (the "Early Settlement Amount") equal to to: (1) the product of (iA) the Stated Amount times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement. No , plus (2) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date 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 Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of a SPC Units Certificate, the interest on the related Notes payable on such Payment Date.] Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Payments accrued on such Purchase Contract or on account of any dividends on the [Common Stock Stock] [Preferred Stock] issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be 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 a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.105.07, 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 Income PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date and in the case of Growth PRIDES on or prior to the second seventh Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Income PRIDES, Purchase Contracts underlying Income PRIDES may be settled early on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of ____ Income PRIDES or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing 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 an Election to Settle Early form (on the reverse thereof duly completed side of the Certificate) and any other documents requested by the Purchase Contract Agent and accompanied by payment (payable to the Company) in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case Company in immediately available funds funds) in an amount (the "Early Settlement Amount") equal to the product of (iA) the Stated Amount less the aggregate amount of any accrued and unpaid Contract Adjustment Payments and any Deferred Contract Adjustment Payments per Purchase Contract as of the Early Settlement Date (as deferred below) times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement. No payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any dividends payable on the Common Stock Shares issued upon such Early Settlement, the record date for which payment occurred prior to the Early Settlement Date. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement Date" with respect to such Securities Securities, and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business Day.,

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.105.07, 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 ("effect Early Settlement") in the case of Income PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) Settlement on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date and in the case Date. Holders of Growth PRIDES on or prior to the second Business Day immediately preceding the Purchase Contract may only effect Early Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Income PRIDES, related Purchase Contracts underlying Income PRIDES may be settled early on or prior to the second Business Day immediately preceding the in integral multiples of 20 Purchase Contract Settlement Date, but only in an aggregate amount of ____ Income PRIDES or in an integral multiple thereofContracts. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing 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 an "Election to Settle Early Early" form (on the reverse thereof duly completed side of the Certificate) and any other documents requested by the Purchase Contract Agent and accompanied by payment (payable to the Company) in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case Company in immediately available funds funds) in an amount (the "Early Settlement AmountEARLY SETTLEMENT AMOUNT") equal to the product of (i) (A) the Stated Amount times (iiB) 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 next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Purchase Contract Payments payable on such Payment Date with respect to such Purchase Contracts. No Except as provided in the immediately preceding sentence and subject to Section 5.11(c), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Payments accrued on such Purchase Contract or on account of dividends payable on the Common Stock issued upon such Early Settlement, the record date for which payment occurs prior to the Early Settlement Date. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement DateEARLY 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 a Business Day or on a day that is not a Business Day, the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Securities shall be the next succeeding Business DayDay (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 Contracts being settled and (B) provide a Prospectus in connection therewith, in each case in a form that the Purchase Contract Agent may use in connection with such Early Settlement.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.10, at the option of the Holder thereof, Purchase Contracts underlying Securities having an aggregate Stated Amount equal to of $1,000 or an integral multiple multiples thereof may be settled effect early settlement ("Early Settlement") in the case of Income PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date Date. Holders of Treasury Units may only effect Early Settlement of the related Purchase Contracts in integral multiples of 20 Treasury Units, and in the case of Growth PRIDES on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Income PRIDESCorporate Units, Purchase Contracts underlying Income PRIDES the Securities may only be settled early on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount integral multiples of ____ Income PRIDES or in an integral multiple thereof32,000 Corporate Units. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the Agent at the Corporate Trust Office or at the New York Office duly endorsed for transfer to the Company or in blank with the form of an "Election to Settle Early Early" form (on the reverse thereof duly completed side of the Certificate) and any other documents requested by the Agent and accompanied by payment (payable to the Company) in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case Company in immediately available funds funds) in an amount (the "Early Settlement Amount") equal to the product of (i) (A) the Stated Amount times (iiB) 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 next preceding 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. No Except as provided in the immediately preceding sentence and subject to Section 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 dividends payable on the Common Stock issued upon such Early Settlement, the record date for which payment occurs prior to the Early Settlement Date. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be 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 a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business DayDay (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 Contracts being settled and (B) provide a prospectus in connection therewith, in each case in a form that the Agent may use in connection with such Early Settlement.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.10, SECTION 509 at the option of the Holder thereof, any Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $1,000 [1,000] or an integral multiple thereof may be settled early ("Early SettlementEARLY SETTLEMENT") in the case of Income PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date and in the case of Growth PRIDES on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Income PRIDES, Purchase Contracts underlying Income PRIDES may be settled early on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of ____ Income PRIDES or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Security Certificate evidencing Securities such Purchase Contracts shall deliver such Security Certificate to the 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 on the reverse thereof duly completed and accompanied by payment (in the form of a certified or cashier's check payable to the Company) in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case Company in immediately available funds in an amount (the "Early Settlement AmountEARLY SETTLEMENT AMOUNT") equal to (i) the product of (iA) the Stated Amount times TIMES (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early SettlementSettlement MINUS (ii) the aggregate amount of Contract Fees, if any, otherwise payable on or prior to the immediately preceding Payment Date deferred at the option of the Company pursuant to SECTION 503 and remaining unpaid as of such immediately preceding Payment Date PLUS (iii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Fees payable on such Payment Date with respect to such Purchase Contracts PLUS (y) the interest on the related Underlying Securities payable on such Payment Date. No Except as provided in the immediately preceding sentence and subject to the [last] paragraph of SECTION 502, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Fees accrued on such Purchase Contract or on account of any dividends on the Common Stock Shares issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such 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 Date" with respect to such Securities shall be the next succeeding Business Day.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.105.9, at the option of the Holder thereof, Purchase Contracts underlying Securities Securities, having an aggregate Stated Amount equal to $2,000 or an integral multiple thereof prior to the First Purchase Contract Settlement Date, or $1,000 or an integral multiple thereof after the First Purchase Contract Settlement Date but prior to the Second Purchase Contract Settlement Date, may be settled early ("Early Settlement") in the case of Income PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) ), on any day that does not occur during a Substitution Blackout on or prior to the fifth Business Day immediately preceding the applicable Purchase Contract Settlement Date and in the case of Growth PRIDES on or prior to the second Business Day immediately preceding the each Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Income PRIDES, Purchase Contracts underlying Income PRIDES may be settled early early, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of ____ Income PRIDES $80,000,000 or in an integral multiple thereofthereof prior to the First Purchase Contract Settlement Date or in an aggregate amount of $40,000,000 or in an integral multiple thereof after the First Purchase Contract Settlement Date but prior to the Second Purchase Contract Settlement Date. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the 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 on the reverse thereof duly completed and accompanied by payment (payable to the Company) in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case Company in immediately available funds in an amount (the "Early Settlement Amount") equal to the product sum of (ii)(A) the Stated Amount $50 times (ii) the number of Purchase Contracts being settled if settled on or prior to the fifth Business Day immediately preceding the First Purchase Contract Settlement Date or (B) $25 times the number of Purchase Contracts being settled if settled between the First Purchase Contract Settlement Date and the fifth Business Day immediately preceding the Second Purchase Contract Settlement Date, plus, in either case, (ii) if such delivery is made with respect to which any Purchase Contracts during the Holder has elected period from the close of business on any Record Date next preceding any Payment Date to effect Early Settlementthe opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of Income PRIDES, the payment of interest on the related Debt Securities payable on such Payment Date. No Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 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 Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such 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 Date" with respect to such Securities shall be the next succeeding Business Day.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.105.9, 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 Income PRIDES Corporate Units (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date and in the case of Growth PRIDES Treasury Units on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided provide however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Income PRIDESCorporate Units, Purchase Contracts underlying Income PRIDES Corporate Units may be settled early on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of ____ Income PRIDES [ ] Corporate Units or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the 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 on the reverse thereof duly completed and accompanied by payment (payable to the Company) in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) the product of (iA) the Stated Amount times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement. No payment or adjustment shall be Settlement plus (ii) if such delivery is made upon Early Settlement of any Purchase Contract on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to any Purchase Contracts underlying during the period from the close of business on any Securities at or prior Record Date next preceding any Payment Date to 5:00 p.m.the opening of business on such Payment Date, New York City timean amount equal to the Contract Adjustment Payments, if any, payable on a Business Day, such day shall be the "Early Settlement Date" Payment Date with respect to such 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 Purchase Contracts; provided that is not a Business Day, the "Early Settlement Date" with respect to such Securities no payment shall be required pursuant to clause (ii) of this sentence if the next succeeding Business Day.Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.105.9, 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 Income PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) Corporate PIES on or prior to the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date and in the case of Growth PRIDES Treasury PIES on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Income PRIDES, Purchase Contracts underlying Income PRIDES may be settled early on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of ____ Income PRIDES or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing 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 on the reverse thereof duly completed and accompanied by payment (payable to the Company) in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case Company in immediately available funds funds) in an amount (the "Early Settlement Amount") equal to to: (1) the product of (iA) the Stated Amount times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (2) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding 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. No Except as provided in the immediately preceding sentence and subject to the last paragraph of Section 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 Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be 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 a Business Day or on a day that is not a Business Day, the "Early Settlement 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 as to which such Holder has elected to effect Early Settlement, (B) 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 Amount and (C) all conditions to such Early Settlement have been satisfied.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.105.9, at the option of the Holder thereof, Purchase Contracts underlying Securities Securities, having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof thereof, may be settled early ("Early Settlement") in the case of Income PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date and in the case of Growth PRIDES on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Income PRIDESPRIDES Purchase Contracts, Purchase Contracts underlying Income PRIDES may be settled early early, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of ____ Income PRIDES $400,000 or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the 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 on the reverse thereof duly completed and accompanied by payment (payable to the Company) in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case Company in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) the product of (iA) the Stated Amount times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement. No payment or adjustment shall be Settlement plus (ii) if such delivery is made upon Early Settlement of any Purchase Contract on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to any Purchase Contracts underlying during the period from the close of business on any Securities at or prior Record Date next preceding any Payment Date to 5:00 p.m.the opening of business on such Payment Date, New York City timean amount equal to the sum of (x) the Contract Adjustment Payments, if any, payable on a Business Day, such day shall be the "Early Settlement Date" Payment Date with respect to such 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 DayPurchase Contracts plus (y) in the case of Income PRIDES Certificate, the "Early Settlement distributions on the related Preferred Securities payable on such Payment Date" with respect . Except as provided in the immediately preceding sentence and subject to such Securities shall be the next succeeding Business Day.second to last paragraph of Section 5.2, no payment or

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.105.07, 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 Income PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date and in the case of Growth PRIDES on or prior to the second seventh Business Day immediately preceding the Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and . Holders of Treasury Stock Purchase Units may only settle the Treasury Portfolio has become a component of the Income PRIDES, related Purchase Contracts underlying Income PRIDES may be settled early on or prior to the second Business Day immediately preceding the in integral multiples of 40 Purchase Contract Settlement Date, but only in an aggregate amount of ____ Income PRIDES or in an integral multiple thereofContracts. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing 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 an "Election to Settle Early Early" form (on the reverse thereof duly completed side of the Certificate) and any other documents requested by the Purchase Contract Agent and accompanied by payment (payable to the Company) in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case Company in immediately available funds funds) in an amount (the "Early Settlement Amount") equal to the product of (i) (A) the Stated Amount times (iiB) 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 next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Purchase Contract Payments payable on such Payment Date with respect to such Purchase Contracts. No Except as provided in the immediately preceding sentence and subject to Section 5.11(c), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Payments accrued on such Purchase Contract or on account of dividends payable on the Common Stock issued upon such Early Settlement, the record date for which payment occurs prior to the Early Settlement Date. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be 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 a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Securities shall be the next succeeding Business DayDay (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 Contracts being settled and (B) provide a Prospectus in connection therewith, in each case in a form that the Purchase Contract Agent may use in connection with such Early Settlement.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.105.09, at the option of the Holder thereof, Purchase Contracts Warrants underlying Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may be settled early ("Early SettlementEARLY SETTLEMENT") in the case of Income PRIDES Equity Units (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Warrant Settlement Date Date, and in the case of Growth PRIDES Treasury Equity Units on or prior to the second Business Day immediately preceding the Purchase Contract Warrant Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Income PRIDESEquity Units, Purchase Contracts Warrants underlying Income PRIDES such Equity Units may not be settled early on or prior to early. Holders of Treasury Equity Units may only settle the second Business Day immediately preceding the Purchase Contract Settlement Date, but only related Warrants in an aggregate amount integral multiples of ____ Income PRIDES or in an integral multiple thereof40 Warrants. In order to exercise the right to effect Early Settlement with respect to any Purchase ContractsWarrants, the Holder of the Certificate evidencing Securities shall deliver such Certificate to the Warrant 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 an Election to Settle Early form (on the reverse thereof duly completed side of the Certificate) and any other documents requested by the Warrant Agent and accompanied by payment (payable to the Company) in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case Company in immediately available funds funds) in an amount (the "Early Settlement AmountEARLY SETTLEMENT AMOUNT") equal to (i) the product of (ia) the Stated Amount times (iib) the number of Purchase Contracts Warrants with respect to which the Holder has elected to effect Early Settlement. No payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts Warrants underlying any Securities at or prior to or at 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement DateEARLY 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 a Business Day or on a day that is not a Business Day, the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Securities shall be the next succeeding Business Day.

Early Settlement. (a) Subject to and upon compliance with the provisions of this Section 5.105.9, 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 Income PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date and in the case of Growth PRIDES on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Election Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Income PRIDES, Purchase Contracts underlying Income PRIDES may be settled early on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of ____ Income PRIDES or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing 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 on the reverse thereof duly completed and accompanied by payment (payable to the Company) in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case Company in immediately available funds funds) in an amount (the "Early Settlement Amount") equal to to: (1) the product of (iA) the Stated Amount times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus (2) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding 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. No Except as provided in the immediately preceding sentence and subject to the last paragraph of Section 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 Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be 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 a Business Day or on a day that is not a Business Day, the "Early Settlement 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 as to which such Holder has elected to effect Early Settlement, (B) 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 Amount and (C) all conditions to such Early Settlement have been satisfied.

Early Settlement. (a) Subject Unless a Holder has effected a Merger Early Settlement or a Termination Event shall have occurred, subject to and upon compliance with the provisions of this Section 5.10, at the option of the Holder thereof5.9, Purchase Contracts underlying Securities Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may thereof, may, at the option of the Holder thereof, be settled early ("Early Settlement") in the case of Income PRIDES at any time, provided that Holders may not settle early after 10:00 a.m. (unless a Tax Event Redemption or a Successful Initial Remarketing has occurredNew York City time) (i) on or prior to the fifth fourth Business Day immediately preceding the Purchase Contract Settlement Initial Remarketing Date and in until the case of Growth PRIDES next Business Day immediately following such Initial Remarketing Date; (ii) on or prior to the second fourth Business Day immediately preceding the Purchase Contract Settlement Datefirst day of a Subsequent Remarketing Period ending on June 16, in each case2005 or July 14, as provided herein; provided however, that if a Tax Event Redemption 2005 until the next Business Day immediately following such Remarketing Period or a Successful Initial Remarketing has occurred and (iii) after the Treasury Portfolio has become a component of the Income PRIDES, Purchase Contracts underlying Income PRIDES may be settled early on or prior to the second tenth Business Day immediately preceding the Stock Purchase Contract Settlement Date, but only in an aggregate amount of ____ Income PRIDES or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase ContractsContract, the Holder of the Certificate evidencing Securities the related Unit shall deliver such Certificate to the 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 an "Election to Settle Early Early" form on the reverse thereof duly completed side of the Certificate and any other documents requested by the Agent and accompanied by payment (payable to the Company) in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case Company in immediately available funds in an amount (the "Early Settlement Amount") equal to the product of (i) the Stated Amount times of such Units multiplied by (ii) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement. No payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any dividends on within the Common Stock issued upon such Early Settlementtime frames specified in the preceding sentence. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities Unit at or prior to 5:00 p.m., p.m. (New York City time, ) on a Business Day, such day shall be the "Early Settlement Date" with respect to such Securities Unit and if such requirements are first satisfied after 5:00 p.m., p.m. (New York City time, ) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Securities Units shall be the next succeeding Business Day. (b) Upon payment of the Early Settlement Amount by the Holder of the related Normal Units or Stripped Units, as the case may be, the Company shall issue, and the Holder shall be entitled to receive, 2.3202 shares of Common Stock on account of such Purchase Contract (the "Early Settlement Rate"). The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted pursuant to Section 5.6. (c) No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause: (i) the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered; and (ii) the related Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, in the case of Normal Units, or the related Pledged Treasury Securities, in the case of Stripped Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Agent for delivery to the Holder thereof or the Holder's designee, pursuant to the Pledge Agreement.