Common use of Portfolio Acquisition Clause in Contracts

Portfolio Acquisition. In furtherance of the provisions of Section 2.1, the Sponsor further specifically authorized and directs the Trustees: (a) to enter into the Contract with Seller[S] on the Commencement Date for settlement on the date or dates provided thereunder and, subject to satisfaction of the conditions set forth in the Contract, to pay the Firm Purchase Price and the Additional Purchase Price, if any, thereunder with the proceeds of the sale of the Securities, net of the fees and expenses of the Trust incurred in connection with the public offering of the Securities and the costs and expenses incurred in connection with the organization of the Trust as described in the first sentence of Section 3.2 and net of the purchase price paid for the Treasury Securities as provided in paragraph (b) below; and, subject to the adjustments and exceptions set forth in the Contract, the Contract shall entitle the Trust to receive from Seller[S] on the Exchange Date the Stock subject thereto (or, if Seller[S] elects the Cash Settlement Alternative, the amount in cash specified in the Contract) so that the Trust may execute the Exchange with the Holders; and (b) to purchase for settlement (i) at the First Time of Delivery, with the proceeds of the sale of the Securities issued by the Trust at such First Time of Delivery, U.S. Government Securities having the terms set forth on Schedule I(a), from such brokers or dealers as the Trustees shall designate in writing to the Administrator, and (ii) at the Second Time of Delivery, if any, with the proceeds of the sale of the Securities issued by the Trust at such Second Time of Delivery, U.S. Government Securities that, through the scheduled payment of principal and interest in accordance with their terms, will provide, not later than one Business Day before each Distribution Date cash in an amount as close as practicable to (but in no event less than) the product of $ and the Additional Share Base Amount (after taking into account any prior payments under such U.S. Government Securities and any prior distributions made by the Trust), and otherwise having such terms as may be determined by the Sponsor (which terms shall be set forth on a new Schedule I(b), which shall be attached to and form a part of this Agreement from and after such Second Time of Delivery), from such brokers or dealers as the Trustees shall designate in writing to the Administrator.

Portfolio Acquisition. In furtherance of the provisions of Section 2.12.4 hereof, the Sponsor further specifically authorized authorizes and directs the Trustees, acting on behalf of the Trust: (a) to enter into the Contract with Seller[S] on respect to the Commencement Date for settlement on Reference Property with the date or dates provided thereunder Contracting Stockholder and, subject to satisfaction of the conditions set forth in the ContractContract and in the Escrow Agreement, to pay to the Contracting Stockholder the Firm Purchase Price Consideration Amount and the Additional Purchase Price, if any, any Option Consideration Amount thereunder with the proceeds of the sale of the SecuritiesSTRYPES, net of (1) the fees and expenses of the Trust incurred in connection with the public offering of the Securities and the costs and expenses incurred in connection with the organization of the Trust as described in the first sentence of Section 3.2 and net of underwriting discount, (2) the purchase price paid for the U.S. Treasury Securities as provided in paragraph (b) below, (3) an amount in cash equal to the difference between the aggregate amount of all Quarterly Distributions to be made on the STRYPES and the aggregate proceeds to be received from the U.S. Treasury Securities upon maturity, and (4) expenses in Section 3.5 hereof paid on the date hereof; and, subject to the adjustments and exceptions set forth in the Contract, the Contract shall entitle the Trust to receive from Seller[S] the Contracting Stockholder (and/or AMP) on the Exchange Settlement Date for the Stock subject thereto benefit of the Holders absolutely a specified number or amount of each type of Reference Security and other property constituting part of the Reference Property (or, if Seller[S] and to the extent that AMP elects to exercise the Cash Settlement Alternative, the amount in Option or is otherwise obligated to pay cash specified in under the Contract, an amount of cash with an equal value) so that the Trust may execute the Exchange with the HoldersHolders by registering the Holders as the owners of the Reference Property; and (b) to purchase for settlement (i) at on the First Time Firm Payment Date, and on any Date of Delivery, as appropriate, with the proceeds of the sale the STRYPES, net of the Securities issued by the Trust at such First Time of Deliveryunderwriting discount, U.S. Government Securities having the terms set forth on Schedule I(a), Treasury securities from such brokers or dealers as the Trustees shall designate in writing to the Administrator, and (ii) at Administrator having the Second Time of Delivery, if any, with the proceeds of the sale of the Securities issued by the Trust at such Second Time of Delivery, U.S. Government Securities that, through the scheduled payment of principal and interest in accordance with their terms, will provide, not later than one Business Day before each Distribution Date cash in an amount as close as practicable to (but in no event less than) the product of $ and the Additional Share Base Amount (after taking into account any prior payments under such U.S. Government Securities and any prior distributions made by the Trust), and otherwise having such terms as may be determined by the Sponsor (which terms shall be set forth on a new Schedule I(bI hereto ("U.S. Treasury Securities"), which shall be attached to and form a part of this Agreement from and after such Second Time of Delivery), from such brokers or dealers as the Trustees shall designate in writing to the Administrator.

Portfolio Acquisition. In furtherance of the provisions of Section 2.1, the Sponsor Settlor further specifically authorized authorizes and directs the Trustees: (a) to enter into the Contract with Seller[S] on the Commencement Date for settlement on the date or dates provided thereunder Shareholder and, subject to satisfaction of the conditions set forth in the Contract, to pay the Firm Purchase Price and the Additional Purchase Price, if any, to the Shareholder thereunder with the proceeds of the sale of the Trust Securities, net of the Initial Purchasers’ discount and fees and expenses of the Trust incurred in connection with the public offering of the Trust Securities and the costs and expenses incurred in connection with the organization of the Trust as described in the first sentence of Section 3.2 and net of the purchase price paid for the stripped Treasury Securities as provided in paragraph (b) below; and, subject to the adjustments and exceptions set forth in the ContractContract (including, if applicable, the occurrence of a Special Acceleration, Optional Acceleration, Collateral Event Acceleration or Special Collateral Event Acceleration), the Contract shall entitle the Trust to receive from Seller[S] the Shareholder on the Business Day immediately proceeding the Exchange Date the Stock ADSs and/or other Exchange Property subject thereto (orand/or, if Seller[S] the Shareholder elects the Cash Settlement AlternativeSettlement, the applicable amount in cash specified in the Contract) so that the Trust may execute the Exchange with the Holders; and (b) to purchase for settlement (i) at the First Time of DeliveryDelivery (or as soon as practicable thereafter), with the net proceeds of the sale of the Trust Securities issued by the Trust at such First Time of Delivery, stripped Treasury Securities that, through scheduled payments in accordance with their terms will provide, not later than one Business Day before each Distribution Date, cash in an amount as close as practicable to (but in no event less than) the product of $1.4375 (or, in the case of the first Distribution Date, $1.2938 and the Firm Trust Security Base Amount (after taking into account any prior payments under such U.S. Government Securities having and prior to any distribution made by the terms set forth on Schedule I(aTrust), from such brokers or dealers as the Trustees shall designate in writing to the Administrator, and (ii) at the Second any Subsequent Time of DeliveryDelivery (or as soon as practicable thereafter), if any, with the proceeds of the sale of the Trust Securities issued by the Trust at such Second Subsequent Time of Delivery, U.S. Government stripped Treasury Securities that, through the scheduled payment of principal and interest in accordance with their terms, will provide, not later than one Business Day before each Distribution Date cash in an amount as close as practicable to (but in no event less than) the product of $ $1.4375 (or, in the case of the first Distribution Date, $1.2938) and the Additional Share Trust Security Base Amount (after taking into account any prior payments under such U.S. Government Securities and any prior distributions made by the Trust), and in each case otherwise having such terms as may be determined by the Sponsor (which Settlor, from such brokers or dealers as the Trustees shall designate to the Administrator. Following each such purchase, the terms of such U.S. Government Securities shall be set forth on a new schedule in the form attached hereto as Schedule I(b)I, which shall be attached to and form a part of this Agreement from and after such Second Time Agreement. Up to 30% of Delivery), from such brokers or dealers the Trust’s total assets (as measured at the Trustees shall designate pricing date of the Trust Securities offered by the Offering Circular) may be invested in writing to the Administratorstripped Treasury Securities.

Portfolio Acquisition. In furtherance of the provisions of Section 2.1, the Sponsor further specifically authorized authorizes and directs the Trustees: (a) to enter into the Contract with Seller[S] Seller on the Commencement Date for settlement on the date or dates provided thereunder and, subject to satisfaction of the conditions set forth in the Contract, to pay the Firm Purchase Price and the Additional Purchase PricePrice to the Seller, if any, thereunder with the proceeds of the sale of the Securities, net of the fees and expenses of the Trust incurred in connection with the public offering of the Securities and the costs and expenses incurred in connection with the organization of the Trust as described in the first sentence of Section 3.2 and net of the purchase price paid for the Treasury Securities as provided in paragraph (b) below; and, subject to the adjustments and exceptions set forth in the Contract, the Contract shall entitle the Trust to receive from Seller[S] Seller on the Exchange Date the Stock Shares subject thereto (or, if Seller[S] Seller elects the Cash Settlement Alternative, the amount in cash specified in the Contract) so that the Trust may execute the Exchange with the Holders; and (b) to purchase for settlement (i) at the First Time of Delivery, with the proceeds of the sale of the Securities issued by the Trust at such First Time of Delivery, U.S. Government Securities having the terms set forth on Schedule I(a), from such brokers or dealers as the Trustees shall designate in writing to the Administrator, and (ii) at the Second Time of Delivery, if any, with the proceeds of the sale of the Securities issued by the Trust at such Second Time of Delivery, U.S. Government Securities that, through the scheduled payment of principal and interest in accordance with their terms, will provide, not later than one Business Day before each Distribution Date cash in an amount as close as practicable to (but in no event less than) the product of $ $_______ and the Additional Share Base Amount (after taking into account any prior payments under such U.S. Government Securities and any prior distributions made by the Trust), and otherwise having such terms as may be determined by the Sponsor (which terms shall be set forth on a new Schedule I(b), which shall be attached to and form a part of this Agreement from and after such Second Time of Delivery), from such brokers or dealers as the Trustees shall designate in writing to the Administrator.

Portfolio Acquisition. In furtherance of the provisions of --------------------- Section 2.12.4 hereof, the Sponsor further specifically authorized authorizes and directs the Trustees, acting on behalf of the Trust: (a) to enter into the Contract with Seller[S] respect to the shares of ▇▇▇▇▇▇ Common Stock subject thereto with the Contracting Stockholders on the Commencement Date for settlement on the date or dates provided thereunder and, subject to satisfaction of the conditions set forth in the Contract, to pay to each Contracting Stockholder the Firm Purchase Price Consideration Amount and the Additional Purchase Price, if any, thereunder any Option Consideration Amount thereunder. Such payments shall be made with the proceeds of the sale of the SecuritiesSTRYPES, net of (1) the fees and expenses of the Trust incurred in connection with the public offering of the Securities and the costs and expenses incurred in connection with the organization of the Trust as described in the first sentence of Section 3.2 and net of underwriting discount, (2) the purchase price paid for the U.S. Treasury Securities as provided in paragraph (b) below, and (3) an amount in cash equal to the difference between the aggregate amount of all Quarterly Distributions to be made on the STRYPES and the aggregate proceeds to be received from the U.S. Treasury Securities upon maturity; and, subject to the adjustments and exceptions set forth in the Contract, the Contract shall entitle the Trust to receive from Seller[S] each Contracting Stockholder on the Exchange Settlement Date the shares of ▇▇▇▇▇▇ Common Stock subject thereto (or, if Seller[S] such Contracting Stockholder elects to exercise the Cash Settlement Alternative, the amount in cash specified in Option under the Contract, in whole or in part, an amount of cash or combination of cash and ▇▇▇▇▇▇ Common Stock with an equal value) so that the Trust may execute the Exchange with the Holders; and (b) to purchase for settlement (i) at on the First Time Firm Payment Date, and on any Date of Delivery, as appropriate, with the proceeds of the sale the STRYPES, net of the Securities issued by the Trust at such First Time of Deliveryunderwriting discount, U.S. Government Securities having the terms set forth on Schedule I(a), Treasury securities from such brokers or dealers as the Trustees shall designate in writing to the Administrator, and (ii) at Administrator having the Second Time of Delivery, if any, with the proceeds of the sale of the Securities issued by the Trust at such Second Time of Delivery, U.S. Government Securities that, through the scheduled payment of principal and interest in accordance with their terms, will provide, not later than one Business Day before each Distribution Date cash in an amount as close as practicable to (but in no event less than) the product of $ and the Additional Share Base Amount (after taking into account any prior payments under such U.S. Government Securities and any prior distributions made by the Trust), and otherwise having such terms as may be determined by the Sponsor (which terms shall be set forth on a new Schedule I(bI hereto ("U.S. Treasury Securities"), which shall be attached to and form a part of this Agreement from and after such Second Time of Delivery), from such brokers or dealers as the Trustees shall designate in writing to the Administrator.