Common use of Contract Payments Clause in Contracts

Contract Payments. (i) Contract Payments shall be paid to the Owner on the Interest Payment Dates, if any, and the Repayment Dates. All monies payable to or by the Insurance Company under this Contract shall be made via wire transfer in immediately available funds or other mutually agreed upon method in the Currency. The amount of the Contract Payment for an Interest Payment Date shall include accrued but previously unpaid Interest plus any Additional Amounts which may be due and owing at such time. If an Interest Payment Date is also a Repayment Date, the Contract Payment will include the portion of the Deposit scheduled to be repaid on such date plus Interest accrued but not previously paid in accordance with Schedule A. If a Repayment Date is not also an Interest Payment Date, the Contract Payment will include the portion of the Deposit scheduled to be repaid on such date plus any Additional Amounts which may be due and owing at such time, but will not include any accrued but previously unpaid Interest; provided, however, that if on the Repayment Date, a percentage of the balance of the Guaranteed Fund is specified in Schedule A to be paid to the Owner, then such payment will include a pro rata portion of Interest and the Deposit. If an Interest Payment Date and/or a Repayment Date is also the Maturity Date, the Contract Payment will equal (a) the balance of the Guaranteed Fund on that date, plus (b) Additional Amounts which may be due and owing at that time, if any. Concurrent with the Insurance Company making such Contract Payment on the Maturity Date, all rights and obligations under this Contract shall terminate. (ii) In addition to the scheduled payments set forth in Section 3.1(i), in the event that the Trust purchases some or all of the Notes in the open market (or otherwise) with the prior written consent of the Insurance Company as to both the making of such purchase and the purchase price to be paid for such Notes (such right of consent to be exercised in the Insurance Company’s sole discretion), a Contract Payment equal to such portion (or the entirety) of the current balance of the Deposit in the Guaranteed Fund as may be necessary to fund the purchase of such Notes shall be paid to or at the direction of the Trust on such date or dates to which the Trust and the Insurance Company may agree. Upon such payment, the balance of the Deposit shall be reduced (a) with respect to any purchase of Fixed Rate Notes or Floating Rate Notes by the Trust, by an amount equal to the aggregate principal amount of the Notes as purchased (or the portion thereof applicable to this Contract), and (b) with respect to any purchase of Notes other than Fixed Rate Notes or Floating Rate Notes by the Trust, by an amount to be agreed between the Trust and the Insurance Company to reflect such Contract Payment under this Contract. (iii) If a Contract Payment is not made as scheduled due to the closure, for any reason, of the wire transfer system(s) or financial market(s) in one or more Principal Financial Centers, that Contract Payment shall be paid on the first Business Day thereafter that the relevant systems and markets are open. In the event a Contract Payment is so delayed, the total dollar amount of the delayed Contract Payment when paid shall remain unchanged and shall include only such amounts of Interest and Deposit as were originally included in that payment, with subsequent scheduled Contract Payments also unchanged by the delay. (iv) Notwithstanding any provision in this Contract which may be to the contrary, no adjustments will be made to amounts owed hereunder if a Contract Payment is delayed as a result of the Owner's failure to provide complete and accurate wire transfer instructions to the Insurance Company. (v) Contract Payments will be computed on a book value basis (i.e. deposits to this Contract, plus accrued Interest, less previous Contract Payments, if any), without adjustment for investment gain or loss. (vi) Unless a different Business Day Convention is specified in Schedule A with regard to certain Contract Payments, all Contract Payments shall be subject to the Business Day Convention specified in Section I of Schedule A.

Contract Payments. (i) Contract Payments shall be paid to the Owner on the Interest Payment Dates, if any, and the Repayment Dates. All monies payable to or by the Insurance Company under this Contract shall be made via wire transfer in immediately available funds or other mutually agreed upon method in the Currency. (INSERT IF INTEREST BEARING CONTRACT) [The amount of the Contract Payment for an Interest Payment Date shall include accrued but previously unpaid Interest plus any Additional Amounts which may be due and owing at such time. If an Interest Payment Date is also a Repayment Date, the Contract Payment will include the portion of the Deposit scheduled to be repaid on such date plus Interest accrued but not previously paid in accordance with Schedule A. If a Repayment Date is not also an Interest Payment Date, the Contract Payment will include the portion of the Deposit scheduled to be repaid on such date plus any Additional Amounts which may be due and owing at such time, but will not include any accrued but previously unpaid Interest; provided, however, that if on the Repayment Date, a percentage of the balance of the Guaranteed Fund is specified in Schedule A to be paid to the Owner, then such payment will include a pro rata portion of Interest and the Deposit. .] If [an Interest Payment Date and/or and/or] a Repayment Date is also the Maturity Date, the Contract Payment will equal (a) the balance of the Guaranteed Fund on that date, plus (b) Additional Amounts which may be due and owing at that time, if any. Concurrent with the Insurance Company making such Contract Payment on the Maturity Date, all rights and obligations under this Contract shall terminate. (ii) In addition to the scheduled payments set forth in Section 3.1(i)) (INSERT THE FOLLOWING IF AN EXTENDIBLE NOTE SERIES) [and Section 3.7], in the event that the Trust purchases some or all of the Notes in the open market (or otherwise) with the prior written consent of the Insurance Company as to both the making of such purchase and the purchase price to be paid for such Notes (such right of consent to be exercised in the Insurance Company’s 's sole discretion), a Contract Payment equal to such portion (or the entirety) of the current balance of the Deposit in the Guaranteed Fund as may be necessary to fund the purchase of such Notes shall be paid to or at the direction of the Trust on such date or dates to which the Trust and the Insurance Company may agree. [If the purchase price for the Notes the Trust is purchasing includes a premium above the outstanding principal of such Notes, the Insurance Company will also pay to the Trust an additional amount equal to such excess.] Upon such payment, the balance of the Deposit shall be reduced (a) with respect to any purchase of Fixed Rate Notes or Floating Rate Notes by the Trust, by an amount equal to the aggregate principal amount of the Notes as purchased (or the portion thereof applicable to this Contract), and (b) with respect to any purchase of Notes other than Fixed Rate Notes or Floating Rate Notes by the Trust, by an amount to be agreed between the Trust and the Insurance Company to reflect such Contract Payment under this Contract. (iii) If a Contract Payment is not made as scheduled due to the closure, for any reason, of the wire transfer system(s) or financial market(s) in one or more Principal Financial Centers, that Contract Payment shall be paid on the first Business Day thereafter that the relevant systems and markets are open. In the event a Contract Payment is so delayed, the total dollar amount of the delayed Contract Payment when paid shall [be increased to include Interest earned and credited on the delayed Contract Payment amount at the then existing Interest Rate from the date such payment was scheduled to be made up to, but not including, the date the delayed Contract Payment is made. Contract Payments scheduled to be made subsequent to the delayed Contract Payment shall remain unchanged by the delay.] OR [remain unchanged and shall include only such amounts of Interest and Deposit as were originally included in that payment, with subsequent scheduled Contract Payments also unchanged by the delay.] (iv) Notwithstanding any provision in this Contract which may be to the contrary, no adjustments will be made to amounts owed hereunder if a Contract Payment is delayed as a result of the Owner's failure to provide complete and accurate wire transfer instructions to the Insurance Company. (v) Contract Payments will be computed on a book value basis (i.e. deposits to this Contract, plus accrued Interest, less previous Contract Payments, if any), without adjustment for investment gain or loss. (vi) Unless a different Business Day Convention is specified in Schedule A with regard to certain Contract Payments, all Contract Payments shall be subject to the Business Day Convention specified in Section I of Schedule A.

Contract Payments. (a) Subject to Section 2.7, the Company shall pay, in arrears on each Payment Date, the Contract Payments payable in respect of each Stock Purchase Contract to the Property Trustee or upon its order. The Contract Payments will be payable by wire transfer to the Payment Account established under the Trust Agreement by U.S. Bank National Association, as Paying Agent, unless the Property Trustee directs otherwise. The Contract Payments will accrue from and including May 15, 2007 or from and including the most recent Payment Date on which Contract Payments have been paid or duly provided for (subject to deferral as set forth in Section 2.7) to but excluding the next succeeding Payment Date. Contract Payments will be calculated on the basis of a 360-day year and the number of days actually elapsed. (b) The Company’s obligations with respect to Contract Payments, if any, will be subordinated and junior in right of payment to the Company’s obligations under any Senior Debt to the extent and in the manner set forth in Sections 2.6(c) through (m). (c) No payment or distribution in respect of any Contract Payments shall be made by the Company unless full payment of amounts then due for principal (and premium, if any), sinking funds, and interest on Senior Debt of the Company has been made or duly provided for in money or money’s worth in accordance with its terms. Subject to the last paragraph of this Section 2.6(c), (A) (i) in the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect thereto, or (ii) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or a trustee on behalf of the holders thereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, whether or not such Senior Debt has been so accelerated (provided that, in the case of Clause (i) or Clause (ii), if such default in payment or event of default shall have been cured or waived or shall have ceased to exist and any such declaration of acceleration shall have been rescinded or annulled, then such default in payment or event of default, as the case may be, shall be deemed not to have occurred for the purposes of this Section), or (B) in the event that any judicial proceeding shall be pending with respect to any such default in payment or event of default that shall be deemed to have occurred for the purpose of this Section, then no payment or distribution in respect of any Contract Payment shall be made by the Company. No default in payment or event of default with respect to any Senior Debt shall be deemed to be a default in payment or event of default of the kind specified in Clause (A)(i) or (A)(ii) of this Section 2.6(c), and no judicial proceeding with respect to any such default in payment or event of default shall be deemed to be a judicial proceeding of the kind specified in Clause (B) of this Section, if (x) the Company shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment or event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is continuing shall have been issued. For this purpose, a “final judgment” means a judgment that is issued by a court having jurisdiction over the Company or its property, is binding on the Company or its property, is in full force and effect and is not subject to judicial appeal or review (including because the time within which a party may seek appeal or review has expired), provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be deemed to be a final judgment unless the Company shall in good faith be prosecuting such appeal or a proceeding for such review and shall have obtained a stay of execution pending such appeal or review. Notwithstanding the foregoing, this paragraph shall not apply to any default in payment or event of default with respect to any Senior Debt as to which the Company has waived the application of this paragraph in the instrument evidencing such Senior Debt or by which such Senior Debt is created, incurred, assumed or guaranteed by the Company. (d) Upon the occurrence of any event of default referred to in Section 2.6(c) that shall not have been cured or waived: (i) all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to the Property Trustee in respect of Contract Payments; (ii) any payment or distribution, whether in cash, securities or other property that would otherwise (but for these subordination provisions) be payable or deliverable in respect of Contract Payments shall be paid or delivered directly to the Owner holders of Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full; (iii) after payment in full of all sums owing with respect to Senior Debt, the Property Trustee, together with the holders of any obligations of the Company ranking on a parity with the Contract Payments, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid Contract Payments and interest thereon and such other obligations before any payment or other distribution, whether in cash, securities or other property, shall be made on account of any capital stock of the Company or any obligations of the Company ranking junior to the Company’s obligations to make Contract Payments under the Stock Purchase Contracts and such other obligations; and (iv) in the event that, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property, shall be received by the Property Trustee or the Trust in contravention of any of the terms hereof such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred back to the transferor for distribution, or to the holders of the Senior Debt at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt in full. In the event of the failure of the Property Trustee or the Trust to endorse or assign any such payment, distribution or security, each holder of Senior Debt is hereby irrevocably authorized to endorse or assign the same. (e) For purposes of Sections 2.6(d) through (p), the words “cash, securities or other property” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in Sections 2.6(b) through (m) with respect to such Contract Payments on the Interest Payment DatesStock Purchase Contracts to the payment of all Senior Debt that may at the time be outstanding; provided that (i) the indebtedness or guarantee of indebtedness, as the case may be, that constitutes Senior Debt is assumed by the Person, if any, resulting from any such reorganization or readjustment, and (ii) the Repayment Dates. All monies payable to or by the Insurance Company under this Contract shall be made via wire transfer in immediately available funds or other mutually agreed upon method in the Currency. The amount rights of the Contract Payment for an Interest Payment Date shall include accrued but previously unpaid Interest plus any Additional Amounts which may be due and owing at such time. If an Interest Payment Date is also a Repayment Date, the Contract Payment will include the portion holders of the Deposit scheduled to be repaid on Senior Debt are not, without the consent of each such date plus Interest accrued but not previously paid holder adversely affected thereby, altered by such reorganization or readjustment. (f) Nothing contained in accordance with Schedule A. If a Repayment Date is not also an Interest Payment Date, the Contract Payment will include the portion of the Deposit scheduled to be repaid on such date plus any Additional Amounts which may be due and owing at such time, but will not include any accrued but previously unpaid Interest; provided, however, that if on the Repayment Date, a percentage of the balance of the Guaranteed Fund is specified this Section or elsewhere in Schedule A to be paid to the Owner, then such payment will include a pro rata portion of Interest and the Deposit. If an Interest Payment Date and/or a Repayment Date is also the Maturity Date, the Contract Payment will equal this Agreement shall prevent (a) the balance Company, at any time except under the conditions described in Section 2.6(c) from making payments at any time of or on account of the Guaranteed Fund Stock Purchase Contracts, or on that dateaccount of the purchase or other acquisition of the Stock Purchase Contracts, plus or (b) Additional Amounts the application by the Property Trustee of any money deposited with it hereunder to the payment of or on account of the Contract Payments owing on the Stock Purchase Contracts or the retention of such payment by the Property Trustee, if, at the time of such application by the Property Trustee, it did not have knowledge that such payment would have been prohibited by the provisions of this Section. (g) Subject to the payment in full of all Senior Debt or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, the Contract Payments owing on the Stock Purchase Contracts shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of Sections 2.6(b) through (m) (equally and ratably with the holders of indebtedness of the Company which may by its express terms is subordinated to indebtedness of the Company to substantially the same extent as the Stock Purchase Contracts are subordinated to the Senior Debt and is entitled to like rights of subrogation) to the rights of the holders of such Senior Debt to receive payments and distributions of cash, securities or other property applicable to the Senior Debt until the Contract Payments owing on the Stock Purchase Contracts shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, securities or other property to which the Property Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Section to the holders of Senior Debt by the Property Trustee, shall, as among the Company, its creditors other than holders of Senior Debt and the Property Trustee, be deemed to be a payment or distribution by the Company to or on account of the Senior Debt. (h) The provisions of Sections 2.6(b) through 2.6(m) are and are intended solely for the purpose of defining the relative rights of the Property Trustee on the one hand and the holders of Senior Debt on the other hand. Nothing contained in Sections 2.6(b) through 2.6(m) or elsewhere in this Agreement or the Stock Purchase Contracts is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Debt and the Property Trustee, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under Sections 2.6(b) through 2.6(m) of the holders of Senior Debt, is intended to rank equally with all other general obligations of the Company), to pay to the Property Trustee all Contract Payments owing on the Stock Purchase Contracts as and when the same shall become due and owing at that timepayable in accordance with their terms; or (b) affect the relative rights against the Company of the Property Trustee and creditors of the Company other than the holders of Senior Debt; or (c) prevent the Property Trustee from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, subject to the rights, if any. Concurrent with , under Sections 2.6(b) through 2.6(m) of the Insurance Company making such Contract Payment on holders of Senior Debt to receive cash, property and securities otherwise payable or deliverable to the Maturity Date, all rights and obligations under this Contract shall terminateProperty Trustee. (iii) In addition Upon payment or distribution of assets of the Company referred to in Sections 2.6(b) through (m), the Property Trustee shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization proceeding affecting the affairs of the Company is pending or upon a certificate of the trustee in bankruptcy, receiver, conservator, assignee for the benefit of creditors, liquidating trustee or other Person making any payment or distribution, delivered to the scheduled payments set forth Property Trustee, for the purpose of ascertaining the Persons entitled to participate in Section 3.1(isuch payment or distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to Sections 2.6(b) through (m), in ; provided that the foregoing shall not be construed as creating any duty on the part of the Property Trustee. (j) The Property Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee or representative on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt or a trustee or representative on behalf of any such holder or holders. In the event that the Trust purchases some Property Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or all distribution pursuant to Section 2.6(b) through (m), the Property Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Notes in the open market (or otherwise) with the prior written consent of the Insurance Company Property Trustee as to both the making amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such purchase and Person under Sections 2.6(b) through (m), and, if such evidence is not furnished, the purchase price Property Trustee may defer payment to be paid for such Notes (such Person pending judicial determination as to the right of consent such Person to be exercised in the Insurance Company’s sole discretion), a Contract Payment equal to such portion (or the entirety) of the current balance of the Deposit in the Guaranteed Fund as may be necessary to fund the purchase of such Notes shall be paid to or at the direction of the Trust on such date or dates to which the Trust and the Insurance Company may agree. Upon receive such payment, provided that the balance foregoing shall not be construed as imposing any obligation or duty on the part of the Deposit Property Trustee. (k) Nothing contained in Sections 2.6(b) through (m) shall affect the obligations of the Company to make, or prevent the Company from making, payment of the Contract Payments, except as otherwise provided in Sections 2.6(b) through (m). (l) The Bank of New York, or any successor Property Trustee, in its individual capacity shall be reduced (a) entitled to all the rights set forth in this Section with respect to any purchase of Fixed Rate Notes or Floating Rate Notes Senior Debt at the time held by the Trustit, by an amount equal to the aggregate principal amount same extent as any other holder of the Notes Senior Debt and nothing in this Agreement shall deprive The Bank of New York, or any successor Property Trustee of any of its rights as purchased (or the portion thereof applicable to this Contract), and (b) with respect to any purchase of Notes other than Fixed Rate Notes or Floating Rate Notes by the Trust, by an amount to be agreed between the Trust and the Insurance Company to reflect such Contract Payment under this Contractholder. (iiim) If a Contract Payment is not made as scheduled due No right of any present or future holder of any Senior Debt to enforce the closure, for subordination herein shall at any reason, time or in any way be prejudiced or impaired by any act or failure to act on the part of the wire transfer system(s) Company or financial market(s) in one or more Principal Financial Centers, that Contract Payment shall be paid on the first Business Day thereafter that the relevant systems and markets are open. In the event a Contract Payment is so delayed, the total dollar amount of the delayed Contract Payment when paid shall remain unchanged and shall include only such amounts of Interest and Deposit as were originally included in that payment, with subsequent scheduled Contract Payments also unchanged by any noncompliance by the delayCompany with the terms, provisions and covenants of this Agreement, regardless of any knowledge thereof that any such holder may have or be otherwise charged with. (ivn) Notwithstanding any provision Nothing in this Contract which may be Section 2.6 shall apply to claims of, or payments to, the contrary, no adjustments will be made Property Trustee under or pursuant to amounts owed hereunder if a Contract Payment is delayed as a result of the Owner's failure to provide complete and accurate wire transfer instructions to the Insurance CompanySection 2.7. (vo) Contract Payments will With respect to the holders of Senior Debt, (i) the Property Trustee shall not be computed on a book value basis liable to any such holders if it shall pay over or distribute to the Holders or to the Company or any other Person cash, securities or other property to which any holders of Senior Debt shall be entitled by virtue of this Section 2.6 or otherwise; (i.e. deposits ii) no implied covenants or obligations shall be read into this Agreement against the Property Trustee; and (iii) the Property Trustee shall owe no duties, fiduciary or otherwise, to this Contract, plus accrued Interest, less previous Contract Payments, if any), without adjustment for investment gain or losssuch holders. (vip) Unless a different Business Day Convention is specified Nothing in Schedule A with regard this Section 2.6 shall apply to certain Contract Paymentsany payment or distribution, all whether in cash, securities or other property, made to, or paid over or distributed by, any Paying Agent in respect of Contract Payments or otherwise. The Paying Agent shall owe no duty, fiduciary or otherwise, to any holder of Senior Debt and shall not be liable to any holders of Senior Debt if it shall pay over or distribute to the Holders or to the Company or any other Person cash, securities or other property to which any holders of Senior Debt shall otherwise be entitled by virtue of this Section 2.6 or otherwise; and no implied covenants or obligations shall be subject to read into this Agreement against the Business Day Convention specified in Section I of Schedule A.Paying Agent.

Contract Payments. (ia) Contract Payments shall be paid Subject to the Owner on the Interest Payment Dates, if any, and the Repayment Dates. All monies payable to or by the Insurance Company under this Contract shall be made via wire transfer in immediately available funds or other mutually agreed upon method in the Currency. The amount of the Contract Payment for an Interest Payment Date shall include accrued but previously unpaid Interest plus any Additional Amounts which may be due and owing at such time. If an Interest Payment Date is also a Repayment DateSection 5.3 herein, the Contract Payment will include the portion of the Deposit scheduled to be repaid Company shall pay, on such date plus Interest accrued but not previously paid in accordance with Schedule A. If a Repayment Date is not also an Interest each Payment Date, the Contract Payment will include the portion of the Deposit scheduled to be repaid on such date plus any Additional Amounts which may be due and owing at such time, but will not include any accrued but previously unpaid Interest; provided, however, that if on the Repayment Date, a percentage of the balance of the Guaranteed Fund is specified in Schedule A to be paid to the Owner, then such payment will include a pro rata portion of Interest and the Deposit. If an Interest Payment Date and/or a Repayment Date is also the Maturity Date, the Contract Payment will equal (a) the balance of the Guaranteed Fund on that date, plus (b) Additional Amounts which may be due and owing at that timePayments, if any. Concurrent with the Insurance Company making such , payable in respect of each Contract Payment on the Maturity Date, all rights and obligations under this Contract shall terminate. (ii) In addition to the scheduled payments set forth Person in Section 3.1(i), in the event that the Trust purchases some or all of the Notes in the open market whose name a Certificate (or otherwise) with the prior written consent of the Insurance Company as to both the making of such purchase and the purchase price to be paid for such Notes (such right of consent to be exercised in the Insurance Company’s sole discretion), a Contract Payment equal to such portion (or the entirety) of the current balance of the Deposit in the Guaranteed Fund as may be necessary to fund the purchase of such Notes shall be paid to or at the direction of the Trust on such date or dates to which the Trust and the Insurance Company may agree. Upon such payment, the balance of the Deposit shall be reduced (a) with respect to any purchase of Fixed Rate Notes or Floating Rate Notes by the Trust, by an amount equal to the aggregate principal amount of the Notes as purchased (or the portion thereof applicable to this Contract), and (b) with respect to any purchase of Notes other than Fixed Rate Notes or Floating Rate Notes by the Trust, by an amount to be agreed between the Trust and the Insurance Company to reflect such Contract Payment under this Contract. (iii) If a Contract Payment is not made as scheduled due to the closure, for any reason, of the wire transfer system(s) or financial market(s) in one or more Principal Financial Centers, that Contract Predecessor Certificates) is registered on the Register at the close of business on the Record Date next preceding such Payment Date in such coin or currency of the United States as at the time of payment shall be paid on the first Business Day thereafter that the relevant systems and markets are openlegal tender for payments. In the event a Contract Payment is so delayed, the total dollar amount of the delayed Contract Payment when paid shall remain unchanged and shall include only such amounts of Interest and Deposit as were originally included in that payment, with subsequent scheduled Contract Payments also unchanged by the delay. (iv) Notwithstanding any provision in this Contract which may be to the contrary, no adjustments will be made to amounts owed hereunder if a Contract Payment is delayed as a result of the Owner's failure to provide complete and accurate wire transfer instructions to the Insurance Company. (v) Contract Payments will be computed on a book value basis (i.e. deposits to this Contract, plus accrued Interest, less previous The Contract Payments, if any), without adjustment for investment gain will be payable at the Corporate Trust Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Register or lossby wire transfer to an account appropriately designated by a prior written notice by such Person. (vib) Unless Upon the occurrence of a different Business Day Convention is specified Termination Event, the Company's obligation to pay Contract Payments (including any accrued or Deferred Contract Payments), if any, shall cease. (c) Each Certificate delivered under this Agreement upon registration of transfer of or in Schedule A with regard exchange for or in lieu of any other Certificate (including as a result of a Collateral Substitution or the re-creation of a SPACES) shall carry the rights to certain Contract Payments, all if any, accrued and unpaid, and to accrue Contract Payments, if any, which is carried by the Contracts underlying such other Certificates. (d) Subject to Sections 5.4, 5.9 and 5.10, in the case of any Security with respect to which Early Settlement or Merger Early Settlement of the underlying Contract is effected on an Early Settlement Date or a Merger Early Settlement Date, respectively, in each case on a date that is after any Record Date and on or prior to the next succeeding Payment Date, Contract Payments on the Contract or Contracts underlying such Security otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Early Settlement or Merger Early Settlement, and such Contract Payments shall, subject to the Business Day Convention specified receipt thereof by the Agent, be paid to the Person in whose name the Certificate evidencing such Security (or one or more Predecessor Certificates) was registered at the close of business on such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any SPACES or Separate PACES with respect to which Early Settlement of the underlying Fixed-Share Purchase Contract is effected on an Early Settlement Date, Contract Payments, if any, that would otherwise be payable after the Early Settlement Date with respect to such Fixed-Share Purchase Contract shall not be payable. Holders of Variable-Share Repurchase Contracts will continue to be entitled to receive Contract Payments (including any accrued Contract Payments or Deferred Contract Payments), if any, thereon after Early Settlement or Merger Early Settlement thereof, in the same manner and at the same time as if such Contracts had not been settled. (e) Anything in this Agreement notwithstanding, the Company's obligations with respect to Contract Payments (including, for purposes of this Section I 5.2(e), any accrued or Deferred Contract Payment) shall be subordinate and junior, to the extent and in the manner hereinafter set forth, to all Senior Indebtedness. If the Company shall default in the payment of Schedule A.any principal of (or premium, if any) or interest on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company by the holders of Senior Indebtedness or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no Contract Payment shall be made or agreed to be made on account of the Securities. In the event of (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors or (d) any other marshalling of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"), all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any Contract Payment shall be made to any Holder of any of the Securities on account thereof. Any Contract Payment which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full.

Contract Payments. (a) Subject to Section 6.7, the Company shall pay, on each Payment Date, the Contract Payments payable in respect of each Stock Purchase Contract to the Person in whose name a Certificate is registered at the close of business on the Record Date relating to such Payment Date. The Contract Payments will be payable at the office of the Stock Purchase Contract Agent in the Borough of Manhattan, New York City maintained for that purpose. If the book-entry system for the MCAPS has been terminated, the Contract Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Securities Register, or by wire transfer to the account designated by such Person by a prior written notice to the Stock Purchase Contract Agent. If any date on which Contract Payments are to be made is not a Business Day, then payment of the Contract Payments payable on such date will be made on the next succeeding day that is a Business Day (and without any interest in respect of such delay). The Contract Payments will accrue from and including May 17, 2007 or from and including the most recent Payment Date on which Contract Payments have been paid or duly provided for (subject to deferral as specified in Section 6.7) to but excluding the next succeeding Payment Date. Contract Payments will be calculated on the basis of a 360-day year consisting of twelve 30-day months. (b) Upon the occurrence of a Termination Event, the Company’s obligation to pay future Contract Payments (including any accrued Contract Payments) shall cease. (c) Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the recreation of Normal MCAPS) any other Certificate shall carry the right to accrued and unpaid Contract Payments that was carried by the Stock Purchase Contracts underlying such other Certificates. (d) The Company’s obligations with respect to Contract Payments, if any, will be subordinated and junior in right of payment to the Company’s obligations under any Senior Debt. (e) In the event of (A) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property, (B) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (C) any assignment by the Company for the benefit of creditors, or (D) any other marshalling of the assets of the Company: (i) all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of MCAPS in respect of Contract Payments; (ii) any payment or distribution, whether in cash, securities or other property that would otherwise (but for these subordination provisions) be payable or deliverable in respect of Contract Payments shall be paid or delivered directly to the Owner holders of Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full; (iii) after payment in full of all sums owing with respect to Senior Debt, the Holders of MCAPS, together with the holders of any obligations of the Company ranking on a parity with the Contract Payments, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid Contract Payments and interest thereon and such other obligations before any payment or other distribution, whether in cash, securities or other property, shall be made on account of any capital stock of the Company or any obligations of the Company ranking junior to the Company’s obligations to make Contract Payments under the Stock Purchase Contracts and such other obligations; and (iv) in the event that, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property, shall be received by the Stock Purchase Contract Agent or any Holder of MCAPS in contravention of any of the terms hereof such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred back to the transferor for distribution, or to the holders of the Senior Debt at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt in full. In the event of the failure of the Stock Purchase Contract Agent or any Holder of MCAPS to endorse or assign any such payment, distribution or security, each holder of Senior Debt is hereby irrevocably authorized to endorse or assign the same. (f) For purposes of Sections 6.6(d) through (p), the words “cash, securities or other property” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in Sections 6.6(d) through (p) with respect to such Contract Payments on the Interest Payment DatesMCAPS to the payment of all Senior Debt that may at the time be outstanding; provided that (i) the indebtedness or guarantee of indebtedness, as the case may be, that constitutes Senior Debt is assumed by the Person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Debt are not, without the consent of each such holder adversely affected thereby, altered by such reorganization or readjustment. (g) Any failure by the Company to make any payment on or perform any other obligation under Senior Debt, other than any indebtedness incurred by the Company or assumed or guaranteed, directly or indirectly, by the Company for money borrowed (or any deferral, renewal, extension or refunding thereof) or any indebtedness or obligation as to which the provisions of Sections 6.6(d) through (p) shall have been waived by the Company in the instrument or instruments by which the Company incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be deemed a default or event of default if (i) the Company shall be disputing its obligation to make such payment or perform such obligation and (ii) either (A) no final judgment relating to such dispute shall have been issued against the Company that is in full force and effect and is not subject to further review, including a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or review, or (B) in the event a judgment that is subject to further review or appeal has been issued, the Company shall in good faith be prosecuting an appeal or other proceeding for review and a stay of execution shall have been obtained pending such appeal or review. (h) Subject to the irrevocable payment in full of all Senior Debt, the Holders of the MCAPS shall be subrogated (equally and ratably with the holders of all obligations of the Company that by their express terms are subordinated to Senior Debt of the Company to the same extent as payment of the Contract Payments in respect of the Stock Purchase Contracts underlying the MCAPS is subordinated and that are entitled to like rights of subrogation) to the rights of the holders of Senior Debt to receive payments or distributions of cash, securities or other property of the Company applicable to the Senior Debt until all such Contract Payments owing on the MCAPS shall be paid in full, and as between the Company, its creditors other than holders of such Senior Debt and the Repayment DatesHolders, no such payment or distribution made to the holders of Senior Debt by virtue of Sections 6.6(d) through (p) that otherwise would have been made to the Holders shall be deemed to be a payment by the Company on account of such Senior Debt, it being understood that the provisions of Sections 6.6(d) through (p) are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Senior Debt, on the other hand. (i) Nothing contained in Sections 6.6(d) through (p) or elsewhere in this Agreement or in the MCAPS is intended to or shall impair, as among the Company, its creditors other than the holders of Senior Debt and the Holders, the obligation of the Company, which is absolute and unconditional, to pay to the Holders such Contract Payments on the MCAPS as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Company other than the holders of Senior Debt, nor shall anything herein or therein prevent the Stock Purchase Contract Agent or any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, subject to the rights, if any, under Sections 6.6(d) through (p), of the holders of Senior Debt in respect of cash, securities or other property of the Company received upon the exercise of any such remedy. (j) Upon payment or distribution of assets of the Company referred to in Sections 6.6(d) through (p), the Stock Purchase Contract Agent and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization proceeding affecting the affairs of the Company is pending or upon a certificate of the trustee in bankruptcy, receiver, conservator, assignee for the benefit of creditors, liquidating trustee or Stock Purchase Contract Agent or other Person making any payment or distribution, delivered to the Stock Purchase Contract Agent or to the Holders, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to Sections 6.6(d) through (p). (k) The Stock Purchase Contract Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee or representative on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt or a trustee or representative on behalf of any such holder or holders. All monies payable In the event that the Stock Purchase Contract Agent determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to Section 6.6(d) through (p), the Stock Purchase Contract Agent may request such Person to furnish evidence to the reasonable satisfaction of the Stock Purchase Contract Agent as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under Sections 6.6(d) through (p), and, if such evidence is not furnished, the Stock Purchase Contract Agent may defer payment to such Person pending judicial determination as to the right of such Person to receive such payment. (l) Nothing contained in Sections 6.6(d) through (p) shall affect the obligations of the Company to make, or prevent the Company from making, payment of the Contract Payments, except as otherwise provided in Sections 6.6(d) through (p). (m) Each Holder of MCAPS, by its acceptance thereof, authorizes and directs the Stock Purchase Contract Agent on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in Section 6.6(d) through (p) and appoints the Stock Purchase Contract Agent its attorney-in-fact, as the case may be, for any and all such purposes. (n) The Company shall give prompt written notice to the Stock Purchase Contract Agent of any fact known to the Company that would prohibit the making of any payment of moneys to or by the Insurance Company under this Stock Purchase Contract shall be made via wire transfer Agent in immediately available funds or other mutually agreed upon method in the Currency. The amount respect of the MCAPS pursuant to the provisions of this Section. Notwithstanding the provisions of Section 6.6(d) through (p) or any other provisions of this Agreement, the Stock Purchase Contract Payment Agent shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of moneys to or by the Stock Purchase Contract Agent, or the taking of any other action by the Stock Purchase Contract Agent, unless and until the Stock Purchase Contract Agent shall have received written notice thereof mailed or delivered to the Stock Purchase Contract Agent at its Corporate Trust Services department from the Company, any Holder, or the holder or representative of any Senior Debt; provided that if at least two Business Days prior to the date upon which by the terms hereof any such moneys may become payable for an Interest Payment Date any purpose, the Stock Purchase Contract Agent shall include accrued but previously unpaid Interest plus not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Stock Purchase Contract Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any Additional Amounts which notice to the contrary that may be due and owing at received by it within two Business Days prior to or on or after such time. If an Interest Payment Date is also a Repayment Date, the Contract Payment will include the portion of the Deposit scheduled to be repaid on such date plus Interest accrued but not previously paid in accordance with Schedule A. If a Repayment Date is not also an Interest Payment Date, the Contract Payment will include the portion of the Deposit scheduled to be repaid on such date plus any Additional Amounts which may be due and owing at such time, but will not include any accrued but previously unpaid Interest; provided, however, that if on the Repayment Date, a percentage of the balance of the Guaranteed Fund is specified in Schedule A to be paid to the Owner, then such payment will include a pro rata portion of Interest and the Deposit. If an Interest Payment Date and/or a Repayment Date is also the Maturity Date, the Contract Payment will equal (a) the balance of the Guaranteed Fund on that date, plus (b) Additional Amounts which may be due and owing at that time, if any. Concurrent with the Insurance Company making such Contract Payment on the Maturity Date, all rights and obligations under this Contract shall terminate. (iio) In addition to the scheduled payments set forth The Stock Purchase Contract Agent in Section 3.1(i), in the event that the Trust purchases some or all of the Notes in the open market (or otherwise) with the prior written consent of the Insurance Company as to both the making of such purchase and the purchase price to be paid for such Notes (such right of consent to be exercised in the Insurance Company’s sole discretion), a Contract Payment equal to such portion (or the entirety) of the current balance of the Deposit in the Guaranteed Fund as may be necessary to fund the purchase of such Notes its individual capacity shall be paid entitled to or at all the direction of the Trust on such date or dates to which the Trust and the Insurance Company may agree. Upon such payment, the balance of the Deposit shall be reduced (a) rights specified in this Section with respect to any purchase of Fixed Rate Notes or Floating Rate Notes Senior Debt at the time held by the Trustit, by an amount equal to the aggregate principal amount same extent as any other holder of Senior Debt and nothing in this Agreement shall deprive the Notes Stock Purchase Contract Agent of any of its rights as purchased (or the portion thereof applicable to this Contract), and (b) with respect to any purchase of Notes other than Fixed Rate Notes or Floating Rate Notes by the Trust, by an amount to be agreed between the Trust and the Insurance Company to reflect such Contract Payment under this Contractholder. (iiip) If a Contract Payment is not made as scheduled due No right of any present or future holder of any Senior Debt to enforce the closure, for subordination herein shall at any reason, time or in any way be prejudiced or impaired by any act or failure to act on the part of the wire transfer system(s) Company or financial market(s) in one or more Principal Financial Centers, that Contract Payment shall be paid on the first Business Day thereafter that the relevant systems and markets are open. In the event a Contract Payment is so delayed, the total dollar amount of the delayed Contract Payment when paid shall remain unchanged and shall include only such amounts of Interest and Deposit as were originally included in that payment, with subsequent scheduled Contract Payments also unchanged by any noncompliance by the delayCompany with the terms, provisions and covenants of this Agreement, regardless of any knowledge thereof that any such holder may have or be otherwise charged with. (ivq) Notwithstanding any provision Nothing in this Section 6.6 shall apply to claims of, or payments to, the Stock Purchase Contract which may be Agent under or pursuant to the contrary, no adjustments will be made to amounts owed hereunder if a Contract Payment is delayed as a result of the Owner's failure to provide complete and accurate wire transfer instructions to the Insurance CompanySection 8.7. (vr) With respect to the holders of Senior Debt, (i) the duties and obligations of the Stock Purchase Contract Payments will be computed on a book value basis (i.e. deposits to this Contract, plus accrued Interest, less previous Contract Payments, if any), without adjustment for investment gain or loss. (vi) Unless a different Business Day Convention is specified in Schedule A with regard to certain Contract Payments, all Contract Payments Agent shall be subject determined solely by the express provisions of this Agreement; (ii) the Stock Purchase Contract Agent shall not be liable to any such holders if it shall, acting in good faith, mistakenly pay over or distribute to the Business Day Convention specified in Holders or to the Company or any other Person cash, securities or other property to which any holders of Senior Debt shall be entitled by virtue of this Section I of Schedule A.6.6 or otherwise; (iii) no implied covenants or obligations shall be read into this Agreement against the Stock Purchase Contract Agent; and (iv) the Stock Purchase Contract Agent shall not be deemed to be a fiduciary as to such holders.

Contract Payments. (i) Contract Payments shall be paid to the Owner on the Interest Payment DatesDates specified in Schedule A, if any, and the Repayment Dates. All monies payable to or by the Insurance Company under this Contract shall be made via wire transfer in immediately available funds or other mutually agreed upon method in the Currency. The amount of the Contract Payment for an Interest Payment Date shall include accrued but previously unpaid Interest plus any Additional Amounts which may be due and owing at such time. If an Interest Payment Date is also a Repayment Date, the Contract Payment will include the portion of the Deposit scheduled to be repaid on such date plus Interest accrued but not previously paid in accordance with Schedule A. If a Repayment Date is not also an Interest Payment Date, the Contract Payment will include the portion of the Deposit scheduled to be repaid on such date plus any Additional Amounts which may be due and owing at such time, but will not include any accrued but previously unpaid Interest; provided, however, that if on the Repayment Date, a percentage of the balance of the Guaranteed Fund is specified in Schedule A to be paid to the Owner, then such payment will include a pro rata portion of Interest and the Deposit. If an Interest Payment Date and/or a Repayment Date is also the Maturity Date, the Contract Payment will equal (a) the balance of the Guaranteed Fund on that date, plus (b) Additional Amounts which may be due and owing at that time, if any. Concurrent with the Insurance Company making such Contract Payment on the Maturity Date, all rights and obligations under this Contract shall terminate. (ii) In addition to the scheduled payments set forth in Section 3.1(i)) and Section 3.7, in the event that the Trust purchases some or all of the Notes in the open market (or otherwise) with the prior written consent of the Insurance Company as to both the making of such purchase and the purchase price to be paid for such Notes (such right of consent to be exercised in the Insurance Company’s sole discretion), a Contract Payment equal to such portion (or the entirety) of the current balance of the Deposit in the Guaranteed Fund as may be necessary to fund the purchase of such Notes shall be paid to or at the direction of the Trust on such date or dates to which the Trust and the Insurance Company may agree. Upon such payment, the balance of the Deposit shall be reduced (a) with respect to any purchase of Fixed Rate Notes or Floating Rate Notes by the Trust, by an amount equal to the aggregate principal amount of the Notes as purchased (or the portion thereof applicable to this Contract), and (b) with respect to any purchase of Notes other than Fixed Rate Notes or Floating Rate Notes by the Trust, by an amount to be agreed between the Trust and the Insurance Company to reflect such Contract Payment under this Contract. (iii) If a Contract Payment is not made as scheduled due to the closure, for any reason, of the wire transfer system(s) or financial market(s) in one or more Principal Financial Centers, that Contract Payment shall be paid on the first Business Day thereafter that the relevant systems and markets are open. In the event a Contract Payment is so delayed, the total dollar amount of the delayed Contract Payment when paid shall remain unchanged and shall include only such amounts of Interest and Deposit as were originally included in that payment, with subsequent scheduled Contract Payments also unchanged by the delay. (iv) Notwithstanding any provision in this Contract which may be to the contrary, no adjustments will be made to amounts owed hereunder if a Contract Payment is delayed as a result of the Owner's ’s failure to provide complete and accurate wire transfer instructions to the Insurance Company. (v) Contract Payments will be computed on a book value basis (i.e. deposits to this Contract, plus accrued Interest, less previous Contract Payments, if any), without any),without adjustment for investment gain or loss. (vi) Unless a different Business Day Convention is specified in Schedule A with regard to certain Contract Payments, all Contract Payments shall be subject to the Business Day Convention specified in Section I of Schedule A.

Contract Payments. (i) Contract Payments shall be paid to the Owner on the Interest Payment DatesDates specified in Schedule A, if any, and the Repayment Dates. All monies payable to or by the Insurance Company under this Contract shall be made via wire transfer in immediately available funds or other mutually agreed upon method in the Currency. The amount of the Contract Payment for an Interest Payment Date shall include accrued but previously unpaid Interest plus any Additional Amounts which may be due and owing at such time. If an Interest Payment Date is also a Repayment Date, the Contract Payment will include the portion of the Deposit scheduled to be repaid on such date plus Interest accrued but not previously paid in accordance with Schedule A. If a Repayment Date is not also an Interest Payment Date, the Contract Payment will include the portion of the Deposit scheduled to be repaid on such date plus any Additional Amounts which may be due and owing at such time, but will not include any accrued but previously unpaid Interest; provided, however, that if on the Repayment Date, a percentage of the balance of the Guaranteed Fund is specified in Schedule A to be paid to the Owner, then such payment will include a pro rata portion of Interest and the Deposit. If an Interest Payment Date and/or a Repayment Date is also the Maturity Date, the Contract Payment will equal (a) the balance of the Guaranteed Fund on that date, plus (b) Additional Amounts which may be due and owing at that time, if any. Concurrent with the Insurance Company making such Contract Payment on the Maturity Date, all rights and obligations under this Contract shall terminate. (ii) In addition to the scheduled payments set forth in Section 3.1(i)) and Section 3.7, in the event that the Trust purchases some or all of the Notes in the open market (or otherwise) with the prior written consent of the Insurance Company as to both the making of such purchase and the purchase price to be paid for such Notes (such right of consent to be exercised in the Insurance Company’s sole discretion), a Contract Payment equal to such portion (or the entirety) of the current balance of the Deposit in the Guaranteed Fund as may be necessary to fund the purchase of such Notes shall be paid to or at the direction of the Trust on such date or dates to which the Trust and the Insurance Company may agree. Upon such payment, the balance of the Deposit shall be reduced (a) with respect to any purchase of Fixed Rate Notes or Floating Rate Notes by the Trust, by an amount equal to the aggregate principal amount of the Notes as purchased (or the portion thereof applicable to this Contract), and (b) with respect to any purchase of Notes other than Fixed Rate Notes or Floating Rate Notes by the Trust, by an amount to be agreed between the Trust and the Insurance Company to reflect such Contract Payment under this Contract. (iii) If a Contract Payment is not made as scheduled due to the closure, for any reason, of the wire transfer system(s) or financial market(s) in one or more Principal Financial Centers, that Contract Payment shall be paid on the first Business Day thereafter that the relevant systems and markets are open. In the event a Contract Payment is so delayed, the total dollar amount of the delayed Contract Payment when paid shall remain unchanged and shall include only such amounts of Interest and Deposit as were originally included in that payment, with subsequent scheduled Contract Payments also unchanged by the delay. (iv) Notwithstanding any provision in this Contract which may be to the contrary, no adjustments will be made to amounts owed hereunder if a Contract Payment is delayed as a result of the Owner's failure to provide complete and accurate wire transfer instructions to the Insurance Company. (v) Contract Payments will be computed on a book value basis (i.e. deposits to this Contract, plus accrued Interest, less previous Contract Payments, if any), without any),without adjustment for investment gain or loss. (vi) Unless a different Business Day Convention is specified in Schedule A with regard to certain Contract Payments, all Contract Payments shall be subject to the Business Day Convention specified in Section I of Schedule A.

Contract Payments. (a) Subject to Section 6.7, the Company shall pay, on each Payment Date, the Contract Payments payable in respect of each Stock Purchase Contract to the Person in whose name a Certificate is registered at the close of business on the Record Date relating to such Payment Date. The Contract Payments will be payable at the office of the Stock Purchase Contract Agent in the Borough of Manhattan, New York City maintained for that purpose. If the book-entry system for the MCAPS has been terminated, the Contract Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Securities Register, or by wire transfer to the account designated by such Person by a prior written notice to the Stock Purchase Contract Agent. If any date on which Contract Payments are to be made is not a Business Day, then payment of the Contract Payments payable on such date will be made on the next succeeding day that is a Business Day (and without any interest in respect of such delay). The Contract Payments will accrue from and including May 17, 2007 or from and including the most recent Payment Date on which Contract Payments have been paid or duly provided for (subject to deferral as specified in Section 6.7) to but excluding the next succeeding Payment Date. Contract Payments will be calculated on the basis of the actual number of days elapsed in the related payment period using a 360-day year. (b) Upon the occurrence of a Termination Event, the Company’s obligation to pay future Contract Payments (including any accrued Contract Payments) shall cease. (c) Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the recreation of Normal MCAPS) any other Certificate shall carry the right to accrued and unpaid Contract Payments that was carried by the Stock Purchase Contracts underlying such other Certificates. (d) The Company’s obligations with respect to Contract Payments, if any, will be subordinated and junior in right of payment to the Company’s obligations under any Senior Debt. (e) In the event of (A) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property, (B) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (C) any assignment by the Company for the benefit of creditors, or (D) any other marshalling of the assets of the Company: (i) all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of MCAPS in respect of Contract Payments; (ii) any payment or distribution, whether in cash, securities or other property that would otherwise (but for these subordination provisions) be payable or deliverable in respect of Contract Payments shall be paid or delivered directly to the Owner holders of Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full; (iii) after payment in full of all sums owing with respect to Senior Debt, the Holders of MCAPS, together with the holders of any obligations of the Company ranking on a parity with the Contract Payments, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid Contract Payments and interest thereon and such other obligations before any payment or other distribution, whether in cash, securities or other property, shall be made on account of any capital stock of the Company or any obligations of the Company ranking junior to the Company’s obligations to make Contract Payments under the Stock Purchase Contracts and such other obligations; and (iv) in the event that, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property, shall be received by the Stock Purchase Contract Agent or any Holder of MCAPS in contravention of any of the terms hereof such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred back to the transferor for distribution, or to the holders of the Senior Debt at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt in full. In the event of the failure of the Stock Purchase Contract Agent or any Holder of MCAPS to endorse or assign any such payment, distribution or security, each holder of Senior Debt is hereby irrevocably authorized to endorse or assign the same. (f) For purposes of Sections 6.6(d) through (p), the words “cash, securities or other property” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in Sections 6.6(d) through (p) with respect to such Contract Payments on the Interest Payment DatesMCAPS to the payment of all Senior Debt that may at the time be outstanding; provided that (i) the indebtedness or guarantee of indebtedness, as the case may be, that constitutes Senior Debt is assumed by the Person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Debt are not, without the consent of each such holder adversely affected thereby, altered by such reorganization or readjustment. (g) Any failure by the Company to make any payment on or perform any other obligation under Senior Debt, other than any indebtedness incurred by the Company or assumed or guaranteed, directly or indirectly, by the Company for money borrowed (or any deferral, renewal, extension or refunding thereof) or any indebtedness or obligation as to which the provisions of Sections 6.6(d) through (p) shall have been waived by the Company in the instrument or instruments by which the Company incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be deemed a default or event of default if (i) the Company shall be disputing its obligation to make such payment or perform such obligation and (ii) either (A) no final judgment relating to such dispute shall have been issued against the Company that is in full force and effect and is not subject to further review, including a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or review, or (B) in the event a judgment that is subject to further review or appeal has been issued, the Company shall in good faith be prosecuting an appeal or other proceeding for review and a stay of execution shall have been obtained pending such appeal or review. (h) Subject to the irrevocable payment in full of all Senior Debt, the Holders of the MCAPS shall be subrogated (equally and ratably with the holders of all obligations of the Company that by their express terms are subordinated to Senior Debt of the Company to the same extent as payment of the Contract Payments in respect of the Stock Purchase Contracts underlying the MCAPS is subordinated and that are entitled to like rights of subrogation) to the rights of the holders of Senior Debt to receive payments or distributions of cash, securities or other property of the Company applicable to the Senior Debt until all such Contract Payments owing on the MCAPS shall be paid in full, and as between the Company, its creditors other than holders of such Senior Debt and the Repayment DatesHolders, no such payment or distribution made to the holders of Senior Debt by virtue of Sections 6.6(d) through (p) that otherwise would have been made to the Holders shall be deemed to be a payment by the Company on account of such Senior Debt, it being understood that the provisions of Sections 6.6(d) through (p) are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Senior Debt, on the other hand. (i) Nothing contained in Sections 6.6(d) through (p) or elsewhere in this Agreement or in the MCAPS is intended to or shall impair, as among the Company, its creditors other than the holders of Senior Debt and the Holders, the obligation of the Company, which is absolute and unconditional, to pay to the Holders such Contract Payments on the MCAPS as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Company other than the holders of Senior Debt, nor shall anything herein or therein prevent the Stock Purchase Contract Agent or any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, subject to the rights, if any, under Sections 6.6(d) through (p), of the holders of Senior Debt in respect of cash, securities or other property of the Company received upon the exercise of any such remedy. (j) Upon payment or distribution of assets of the Company referred to in Sections 6.6(d) through (p), the Stock Purchase Contract Agent and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization proceeding affecting the affairs of the Company is pending or upon a certificate of the trustee in bankruptcy, receiver, conservator, assignee for the benefit of creditors, liquidating trustee or Stock Purchase Contract Agent or other Person making any payment or distribution, delivered to the Stock Purchase Contract Agent or to the Holders, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to Sections 6.6(d) through (p). (k) The Stock Purchase Contract Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee or representative on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt or a trustee or representative on behalf of any such holder or holders. All monies payable In the event that the Stock Purchase Contract Agent determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to Section 6.6(d) through (p), the Stock Purchase Contract Agent may request such Person to furnish evidence to the reasonable satisfaction of the Stock Purchase Contract Agent as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under Sections 6.6(d) through (p), and, if such evidence is not furnished, the Stock Purchase Contract Agent may defer payment to such Person pending judicial determination as to the right of such Person to receive such payment. (l) Nothing contained in Sections 6.6(d) through (p) shall affect the obligations of the Company to make, or prevent the Company from making, payment of the Contract Payments, except as otherwise provided in Sections 6.6(d) through (p). (m) Each Holder of MCAPS, by its acceptance thereof, authorizes and directs the Stock Purchase Contract Agent on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in Section 6.6(d) through (p) and appoints the Stock Purchase Contract Agent its attorney-in-fact, as the case may be, for any and all such purposes. (n) The Company shall give prompt written notice to the Stock Purchase Contract Agent of any fact known to the Company that would prohibit the making of any payment of moneys to or by the Insurance Company under this Stock Purchase Contract shall be made via wire transfer Agent in immediately available funds or other mutually agreed upon method in the Currency. The amount respect of the MCAPS pursuant to the provisions of this Section. Notwithstanding the provisions of Section 6.6(d) through (p) or any other provisions of this Agreement, the Stock Purchase Contract Payment Agent shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of moneys to or by the Stock Purchase Contract Agent, or the taking of any other action by the Stock Purchase Contract Agent, unless and until the Stock Purchase Contract Agent shall have received written notice thereof mailed or delivered to the Stock Purchase Contract Agent at its Corporate Trust Services department from the Company, any Holder, or the holder or representative of any Senior Debt; provided that if at least two Business Days prior to the date upon which by the terms hereof any such moneys may become payable for an Interest Payment Date any purpose, the Stock Purchase Contract Agent shall include accrued but previously unpaid Interest plus not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Stock Purchase Contract Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any Additional Amounts which notice to the contrary that may be due and owing at received by it within two Business Days prior to or on or after such time. If an Interest Payment Date is also a Repayment Date, the Contract Payment will include the portion of the Deposit scheduled to be repaid on such date plus Interest accrued but not previously paid in accordance with Schedule A. If a Repayment Date is not also an Interest Payment Date, the Contract Payment will include the portion of the Deposit scheduled to be repaid on such date plus any Additional Amounts which may be due and owing at such time, but will not include any accrued but previously unpaid Interest; provided, however, that if on the Repayment Date, a percentage of the balance of the Guaranteed Fund is specified in Schedule A to be paid to the Owner, then such payment will include a pro rata portion of Interest and the Deposit. If an Interest Payment Date and/or a Repayment Date is also the Maturity Date, the Contract Payment will equal (a) the balance of the Guaranteed Fund on that date, plus (b) Additional Amounts which may be due and owing at that time, if any. Concurrent with the Insurance Company making such Contract Payment on the Maturity Date, all rights and obligations under this Contract shall terminate. (iio) In addition to the scheduled payments set forth The Stock Purchase Contract Agent in Section 3.1(i), in the event that the Trust purchases some or all of the Notes in the open market (or otherwise) with the prior written consent of the Insurance Company as to both the making of such purchase and the purchase price to be paid for such Notes (such right of consent to be exercised in the Insurance Company’s sole discretion), a Contract Payment equal to such portion (or the entirety) of the current balance of the Deposit in the Guaranteed Fund as may be necessary to fund the purchase of such Notes its individual capacity shall be paid entitled to or at all the direction of the Trust on such date or dates to which the Trust and the Insurance Company may agree. Upon such payment, the balance of the Deposit shall be reduced (a) rights specified in this Section with respect to any purchase of Fixed Rate Notes or Floating Rate Notes Senior Debt at the time held by the Trustit, by an amount equal to the aggregate principal amount same extent as any other holder of Senior Debt and nothing in this Agreement shall deprive the Notes Stock Purchase Contract Agent of any of its rights as purchased (or the portion thereof applicable to this Contract), and (b) with respect to any purchase of Notes other than Fixed Rate Notes or Floating Rate Notes by the Trust, by an amount to be agreed between the Trust and the Insurance Company to reflect such Contract Payment under this Contractholder. (iiip) If a Contract Payment is not made as scheduled due No right of any present or future holder of any Senior Debt to enforce the closure, for subordination herein shall at any reason, time or in any way be prejudiced or impaired by any act or failure to act on the part of the wire transfer system(s) Company or financial market(s) in one or more Principal Financial Centers, that Contract Payment shall be paid on the first Business Day thereafter that the relevant systems and markets are open. In the event a Contract Payment is so delayed, the total dollar amount of the delayed Contract Payment when paid shall remain unchanged and shall include only such amounts of Interest and Deposit as were originally included in that payment, with subsequent scheduled Contract Payments also unchanged by any noncompliance by the delayCompany with the terms, provisions and covenants of this Agreement, regardless of any knowledge thereof that any such holder may have or be otherwise charged with. (ivq) Notwithstanding any provision Nothing in this Section 6.6 shall apply to claims of, or payments to, the Stock Purchase Contract which may be Agent under or pursuant to the contrary, no adjustments will be made to amounts owed hereunder if a Contract Payment is delayed as a result of the Owner's failure to provide complete and accurate wire transfer instructions to the Insurance CompanySection 8.7. (vr) With respect to the holders of Senior Debt, (i) the duties and obligations of the Stock Purchase Contract Payments will be computed on a book value basis (i.e. deposits to this Contract, plus accrued Interest, less previous Contract Payments, if any), without adjustment for investment gain or loss. (vi) Unless a different Business Day Convention is specified in Schedule A with regard to certain Contract Payments, all Contract Payments Agent shall be subject determined solely by the express provisions of this Agreement; (ii) the Stock Purchase Contract Agent shall not be liable to any such holders if it shall, acting in good faith, mistakenly pay over or distribute to the Business Day Convention specified in Holders or to the Company or any other Person cash, securities or other property to which any holders of Senior Debt shall be entitled by virtue of this Section I of Schedule A.6.6 or otherwise; (iii) no implied covenants or obligations shall be read into this Agreement against the Stock Purchase Contract Agent; and (iv) the Stock Purchase Contract Agent shall not be deemed to be a fiduciary as to such holders.