Common use of Transfer of Collateral upon Occurrence of Termination Event Clause in Contracts

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Preferred Securities, Debt Securities (or, if such Termination Event occurs after a Remarketing Settlement Date and before the related Stock Purchase Date, the Proceeds of such Debt Securities) or Treasury Securities, as applicable, underlying the Common Equity Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities, Debt Securities, Proceeds or Treasury Securities, as applicable, from each Holder by written request, substantially in the form of Exhibit D, mailed to such Holder at its address as it appears in the Security Register. Upon transfer of the Common Equity Units to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer such Preferred Securities, Debt Securities, Proceeds or Treasury Securities, as applicable, forming part of such Common Equity Units to such Holder in accordance with such instructions. In the event a Holder of Common Equity Units fails to effect such transfer or delivery, the Preferred Securities, Debt Securities, Proceeds or Treasury Securities, as applicable, forming part of such Common Equity Units and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Preferred Securities, Debt Securities (or, if such Termination Event occurs after a Remarketing Settlement Date and before the related Stock Purchase Date, the Proceeds of such Debt Securities) or Treasury Securities, as applicable, Shares underlying the Common Equity PEPS Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities, Debt Securities, Proceeds or Treasury Securities, as applicable, Shares from each Holder by written request, substantially in the form of Exhibit DB hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Common Equity PEPS Units or delivery of a PEPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Preferred Shares underlying such Preferred Securities, Debt Securities, Proceeds or Treasury Securities, as applicable, forming part of such Common Equity PEPS Units to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Common Equity PEPS Units fails to effect such transfer or delivery, the Preferred SecuritiesShares underlying such PEPS Units, Debt Securities, Proceeds or Treasury Securities, as applicable, forming part of such Common Equity Units and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the surrender of the PEPS Units Certificate or receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such PEPS Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant jurisdiction.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Preferred Securities, Debt Securities (or, if such Termination Event occurs after a Remarketing Settlement Date and before the related Stock Purchase Date, the Proceeds of such Debt Securities) or Treasury Securities, as applicable, underlying the Common Equity Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities, Debt Securities, Proceeds or Treasury Securities, as applicable, from each Holder by written request, substantially in the form of Exhibit D, mailed to such Holder at its address as it appears in the Security Register. Upon transfer of the Common Equity Units to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer such Preferred Securities, Debt Securities, Proceeds or Treasury Securities, as applicable, forming part of such Common Equity Units to such Holder in accordance with such instructions. In the event a Holder of Common Equity Units fails to effect such transfer or delivery, the Preferred Securities, such Debt Securities, Proceeds or Treasury Securities, as applicable, forming part of such Common Equity Units and any distributions or payments thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Common Equity Units to the Stock Purchase Contract Agent, or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that the related Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Stock Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Stock Purchase Contract Agent holds such property.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Preferred Securities, Debt Securities (or, if such Termination Event occurs after a Remarketing Settlement Date and before or the related Stock Purchase Date, the Proceeds of such Debt Securities) or Treasury Securities, as applicablethe case may be, underlying relating to the Common Equity Units pursuant Income PRIDES and the Growth PRIDES, respectively, pursu- 35 ant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities, Debt Securities, Proceeds or Securities and/or Treasury Securities, as applicablethe case may be, from each Holder by written request, substantially in the form of Exhibit D, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Common Equity Units Income PRIDES or Growth PRIDES or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer such the Preferred Securities, Debt Securities, Proceeds Securities or Treasury SecuritiesSecurities relating to such Income PRIDES or Growth PRIDES, as applicablethe case may be, forming part of such Common Equity Units to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Common Equity Units Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, or to deliver such transfer instructions to the Agent, the Preferred Securities, Debt Securities, Proceeds Securities or Treasury SecuritiesSecurities relating to such Income PRIDES or Growth PRIDES, as applicablethe case may be, forming part of such Common Equity Units and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such HolderHolder until such transfer instructions are so delivered and until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, until lost or stolen, together with any indemnity that may be required by the earlier to occur of:Agent and the Company.