Common use of Transfer of Underlying Securities Upon OCCURRENCE OF TERMINATION EVENT Clause in Contracts

Transfer of Underlying Securities Upon OCCURRENCE OF TERMINATION EVENT. Upon the occurrence of a Termination Event and the transfer to the Agent of the Underlying Securities underlying such Securities pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Underlying Securities from each Holder of Securities by written request mailed to such Holder at his address as it appears in the Security Register, in respect of the Underlying Securities underlying the Security Certificate held by such Holder. Upon surrender to the Agent of a Security Certificate with such transfer instructions in proper form for transfer of the Underlying Securities by Federal Reserve Bank-Wire or other appropriate procedure, the Agent shall transfer the Underlying Securities evidenced by such Security Certificate to such Holder in accordance with such instructions. If a Security Certificate is not duly surrendered to the Agent with appropriate transfer instructions, the Agent shall hold the Underlying Securities evidenced by such Security Certificate as custodian for the Holder of such Security Certificate. Underlying Securities shall be transferred only in denominations of $1,000 and integral multiples thereof. As promptly as practicable following the occurrence of a Termination Event, the Agent shall determine the excess of (i) the aggregate principal amount of Underlying Securities underlying the Outstanding Securities over (ii) the aggregate principal amount of Underlying Securities in denominations of $1,000 and integral multiples thereof transferrable to Holders of record on the date of such Termination Event (such excess being herein referred to as the "Excess Underlying Securities"). As soon as practicable after transfer to the Agent of the Underlying Securities underlying the Outstanding Securities as provided in the Pledge Agreement, the Agent shall sell the Excess Underlying Securities to or through one or more U.S. Government securities dealers at then prevailing prices. The Agent shall deduct from the proceeds of such sales all commissions and other out-of-pocket transaction costs incurred in connection with such sales of Excess Underlying Securities and, until the net proceeds of such sale or sales have been distributed to Holders of the Securities, the Agent shall hold such proceeds in trust for the Holders of Securities. Each Holder shall be entitled to receive a portion, if any, of such net proceeds in lieu of Underlying Securities with a principal amount of less than $1,000 determined by multiplying the aggregate amount of such net proceeds by a fraction, the numerator of which is the fraction of $1,000 in principal amount of Underlying Securities to which such Holder would otherwise be entitled (after taking into account all Securities then held by such Holder) and the denominator of which is the aggregate principal amount of Excess Underlying Securities.

Transfer of Underlying Securities Upon OCCURRENCE OF TERMINATION EVENT. Upon the occurrence of a Termination Event and the transfer to the Agent of the Underlying Securities underlying such Securities pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Underlying Securities from each Holder of Securities by written request mailed to such Holder at his address as it appears in the Security Register, in respect of the Underlying Securities underlying the Security Certificate held by such Holder. Upon surrender to the Agent of a Security Certificate with such transfer instructions in proper form for transfer of the Underlying Securities by Federal Reserve Bank-Wire or other appropriate procedure, the Agent shall transfer the Underlying Securities evidenced by such Security Certificate to such Holder in accordance with such instructions. If a Security Certificate is not duly surrendered to the Agent with appropriate transfer instructions, the Agent shall hold the Underlying Securities evidenced by such Security Certificate as custodian for the Holder of such Security Certificate. Underlying Securities shall be transferred only in denominations of $1,000 and integral multiples thereof. As promptly as practicable following the occurrence of a Termination Event, the Agent shall determine the excess of (i) the aggregate principal amount of Underlying Securities underlying the Outstanding Securities over (ii) the aggregate principal amount of Underlying Securities in denominations of $1,000 and integral multiples thereof transferrable to Holders of record on the date of such Termination Event (such excess being herein referred to as the "Excess Underlying SecuritiesEXCESS UNDERLYING SECURITIES"). As soon as practicable after transfer to the Agent of the Underlying Securities underlying the Outstanding Securities as provided in the Pledge Agreement, the Agent shall sell the Excess Underlying Securities to or through one or more U.S. Government securities dealers at then prevailing prices. The Agent shall deduct from the proceeds of such sales all commissions and other out-of-pocket transaction costs incurred in connection with such sales of Excess Underlying Securities and, until the net proceeds of such sale or sales have been distributed to Holders of the Securities, the Agent shall hold such proceeds in trust for the Holders of Securities. Each Holder shall be entitled to receive a portion, if any, of such net proceeds in lieu of Underlying Securities with a principal amount of less than $1,000 determined by multiplying the aggregate amount of such net proceeds by a fraction, the numerator of which is the fraction of $1,000 in principal amount of Underlying Securities to which such Holder would otherwise be entitled (after taking into account all Securities then held by such Holder) and the denominator of which is the aggregate principal amount of Excess Underlying Securities.

Transfer of Underlying Securities Upon OCCURRENCE OF TERMINATION EVENT. Upon the occurrence of a Termination Event and the transfer to the Agent of the Underlying Securities underlying such Securities pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Underlying Securities from each Holder of Securities by written request mailed to such Holder at his address as it appears in the Security Register, in respect of the Underlying Securities underlying the Security Certificate held by such Holder. Upon surrender to the Agent of a Security Certificate with such transfer instructions in proper form for transfer of the Underlying Securities by Federal Reserve Bank-Wire BankWire or other appropriate procedure, the Agent shall transfer the Underlying Securities evidenced by such Security Certificate to such Holder in accordance with such instructions. If a Security Certificate is not duly surrendered to the Agent with appropriate transfer instructions, the Agent shall hold the Underlying Securities evidenced by such Security Certificate as custodian for the Holder of such Security Certificate. Underlying Securities shall be transferred only in denominations of $1,000 and integral multiples thereof. As promptly as practicable following the occurrence of a Termination Event, the Agent shall determine the excess of (i) the aggregate principal amount of Underlying Securities underlying the Outstanding Securities over (ii) the aggregate principal amount of Underlying Securities in denominations of $1,000 and integral multiples thereof transferrable to Holders of record on the date of such Termination Event (such excess being herein referred to as the "Excess Underlying Securities"). As soon as practicable after transfer to the Agent of the Underlying Securities underlying the Outstanding Securities as provided in the Pledge Agreement, the Agent shall sell the Excess Underlying Securities to or through one or more U.S. Government securities dealers at then prevailing prices. The Agent shall deduct from the proceeds of such sales all commissions and other out-of-pocket transaction costs incurred in connection with such sales of Excess Underlying Securities and, until the net proceeds of such sale or sales have been distributed to Holders of the Securities, the Agent shall hold such proceeds in trust for the Holders of Securities. Each Holder shall be entitled to receive a portion, if any, of such net proceeds in lieu of Underlying Securities with a principal amount of less than $1,000 determined by multiplying the aggregate amount of such net proceeds by a fraction, the numerator of which is the fraction of $1,000 in principal amount of Underlying Securities to which such Holder would otherwise be entitled (after taking into account all Securities then held by such Holder) and the denominator of which is the aggregate principal amount of Excess Underlying Securities.