Common use of Interest Payments; Rights to Interest Payments Preserved Clause in Contracts

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a), be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, which were carried by Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) or 5.03(a), (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.08, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d), in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly effected, payments attributable to the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract AgentAgent (ABA No. 000000000, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writingAccount No. 130518001, Re: Xxxxxxx Controls, Inc. Equity Units) for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)such term), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)) above, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, distributions which were carried by Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.03(a) or 5.03(a)hereof, (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.08 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) hereof or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was were registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d)) hereof, in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying component Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Fundamental Change Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent (if the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes are in the name of the Collateral Agent) shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Senior Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent)Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account (ABA No. [•], Global Plus A/C No. [•], Re: Genworth Financial, Inc.) to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Senior Note underlying Applicable Ownership Interests in Senior Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)such term), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)) above, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, which were carried by Applicable Ownership Interests in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.02(a) or 5.03(a)hereof, (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3) Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(ii) or hereof (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Senior Notes underlying Applicable Ownership Interests in Senior Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Cash Merger Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d)) hereof, in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying component Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to the Senior Notes underlying Applicable Ownership Interests in Senior Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Senior Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Senior Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes (if the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) . Any payment on any Senior Note underlying Applicable Ownership Interests in Senior Notes on any Payment Date or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)such term), as the case may be, which is paid in respect of on or immediately prior to any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)) above, be paid on such the related Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, which were carried by Applicable Ownership Interests in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) . In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.02(a) or 5.03(a)hereof, (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3) Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(ii) hereof or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Senior Notes underlying Applicable Ownership Interests in Senior Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Cash Merger Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)) hereof, in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying component Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to the Senior Notes underlying Applicable Ownership Interests in Senior Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Senior Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s 's Corporate Units, such Holder shall be entitled to receive interest on such Separate Senior Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes Debentures underlying Pledged Applicable Ownership Interests in Notes Debentures (if the Notes Debentures underlying Pledged Applicable Ownership Interests in Notes Debentures are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note Debenture underlying Applicable Ownership Interests in Notes Debentures or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a), be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes Debentures or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if or by wire transfer to an account such Person so requests and designates an account shall have designated in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such accountAgent. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes Debentures or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, which were carried by Applicable Ownership Interests in Notes Debentures or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) or 5.03(a), (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.08, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes Debentures underlying Applicable Ownership Interests in Notes Debentures or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d), in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly effected, payments attributable to the Notes Debentures underlying Applicable Ownership Interests in Notes Debentures or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes Debentures or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes Debentures or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any interest payment on any Note underlying Applicable Ownership Interests in Notes [or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of appropriate Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, ,] which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate SPC Units Certificate (or one or more Predecessor Corporate SPC Units Certificates) of which such Note [or Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms ,] is a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate SPC Units Certificate evidencing the Notes [or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio] delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate SPC Units Certificate shall carry the right to accrued and unpaid and deferred interest or distributions, and the right to accrued interest or distributionsaccrue interest, which rights were carried by the Notes [or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio] underlying such other Corporate SPC Units Certificate. (d) . In the case of any Corporate Unit SPC Units with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) 5.4 hereof, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract is properly effected on an Early Settlement Date pursuant to Section 5.085.9 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant or with respect to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, the interest in respect of payment on the Notes underlying [or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests Interest in the Treasury Portfolio, as the case may be, ] underlying such Corporate Unit SPC Units otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such interest payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate SPC Units Certificate (or one or more Predecessor Corporate SPC Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate SPC Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is has been properly effected, interest payments attributable to on the related Notes underlying [or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests Interest in the Treasury Portfolio], as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date or the Early Settlement Date or date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate SPC Units; provided, however, that to the extent that such Holder continues to hold Separate the separated Notes [or the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio] that formerly comprised a part of such Holder’s Corporate SPC Units, such Holder shall be entitled to receive the interest payments on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolioseparated Notes, as applicableprovided therein.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on in respect of a Unit relating to any Note underlying Applicable Ownership Interests in Notes or any distribution in respect of a Unit on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent in its capacity as paying agent from the Company or from the Collateral Agent as provided in Section 4.01(a), be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent in its capacity as paying agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, which were carried by Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) or 5.03(a), (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.08, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case case, on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d), in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly effected, payments attributable to the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it Any payment of interest on account of any Senior Note or on the Notes underlying Pledged appropriate Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest such term) in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes Senior Note or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued accrue future interest or distributions, which were carried by Applicable Ownership Interests in the Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) . In the case of any Corporate Unit with respect to which (1A) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.02(b) or 5.03(a)Section 5.02(e) hereof, (2B) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3C) Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(ii) or hereof, (4D) a Collateral Substitution is properly effected pursuant to Section 3.13, or (E) a Successful Initial Remarketing occurs with respect to the Senior Note that is part of such Corporate Unit, in each case on a date that is after any Record Date and on or prior to or on the next succeeding Payment Date, interest in respect of on the Notes underlying Applicable Ownership Interests in Senior Notes or distributions on with respect to the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Cash Merger Early Settlement Settlement, Collateral Substitution or Collateral SubstitutionInitial Remarketing, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding paragraph, in the case of any Corporate Unit Units with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to payment of interest on the Notes underlying Applicable Ownership Interests in related Senior Notes or distributions on with respect to the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Senior Notes or Applicable Ownership Interests Interest in the Treasury Portfolio that formerly comprised a part of such Holder’s 's Corporate Units, such Holder shall be entitled to receive the payment of interest on such Separate Senior Notes or distributions on such the Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract AgentAgent (ABA No. 000000000, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writingAccount No. GLA#111-565, ACCT # 542555, Re: Great Plains Energy Incorporated Equity Units) for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of each paragraph of the definition of Applicable Ownership Interest in the Special Event Treasury Portfolio and clauses (ii) or (iii) of each paragraph of the definition of Applicable Ownership Interest in the Remarketing Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)) above, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued accrue interest or distributions, which were carried by Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.03(a) or 5.03(a)hereof, (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.08 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) hereof or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was were registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d)) hereof, in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying component Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Fundamental Change Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in Preferred Security, any [Subordinated] Note or on the Treasury Portfolio (as specified in clause (ii) of the definition of appropriate Applicable Ownership Interest in of the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Stock Purchase Units Certificate (or one or more Predecessor Corporate Stock Purchase Units Certificates) of which such Preferred Security, such [Subordinated] Note or the appropriate Applicable Ownership Interest in Notes or Applicable Ownership Interests in of the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If Any such distribution shall be subject to deferral at the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address option of the Person entitled thereto at such Person’s address as it appears on Company in accordance with the Security Register, or, if such Person so requests Indenture and designates an account in writing to the Declaration. Each Stock Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Preferred Securities, [Subordinated] Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Stock Purchase Units Certificate shall carry the right to distributions accrued and unpaid interest or distributionsunpaid, and to accrued interest or distributionsaccrue distributions interest, which were carried by the Preferred Securities, [Subordinated] Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio underlying such other Corporate Stock Purchase Units Certificate. (d) . In the case of any Corporate Unit Stock Purchase Units with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) 5.02 hereof, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract is properly effected pursuant tot Section 5.07 hereof, or with respect to Section 5.08, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of distributions on the Preferred Securities, [Subordinated] Notes underlying or on the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Stock Purchase Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Stock Purchase Units Certificate (or one or more Predecessor Corporate Stock Purchase Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate Stock Purchase Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to distributions on the related Preferred Securities, [Subordinated] Notes underlying or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Stock Purchase Units; providedPROVIDED, howeverHOWEVER, that to the extent that such Holder continues to hold Separate separated Preferred Securities or [Subordinated] Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units's Stock Purchase Unit, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in separated Preferred Securities or [Subordinated] Notes. Not later than 15 calendar days nor more than 30 calendar days prior to the Treasury PortfolioRemarketing Date, as applicablethe Company shall request the Depositary to notify the Beneficial Owners or Depositary Participants holding Securities of the procedures to be followed by Holders of Securities who intend to effect a Cash Settlement.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any An interest payment on any Senior Deferrable Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate PEPS Units Certificate (or one or more Predecessor Corporate PEPS Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms Senior Deferrable Note is a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate PEPS Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio Senior Deferrable Note delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PEPS Units Certificate shall carry the right to accrued and unpaid and deferred interest or distributions, and the right to accrued interest or distributionsaccrue interest, which rights were carried by Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio Senior Deferrable Note underlying such other Corporate PEPS Units Certificate. (d) . In the case of any Corporate Unit PEPS Units with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected prior to or on the fifth Business Day immediately preceding the Purchase Contract Settlement Date pursuant to Section 5.02(b)(ix) prior notice, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.08, (3) Fundamental Change on an Early Settlement of the underlying Purchase Contract is properly effected pursuant Date, or with respect to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, the interest in respect of payment on the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, Senior Deferrable Note underlying such Corporate PEPS Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such interest payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate PEPS Units Certificate (or one or more Predecessor Corporate PEPS Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate PEPS Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effectedeffected prior to or on the fifth Business Day immediately preceding the Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution is properly has been effected, interest payments attributable to on the related Senior Deferrable Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date or the date of the Collateral Substitution, as the case may be, Early Settlement Date shall not be payable hereunder to the Holder of such Corporate PEPS Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio separated Senior Deferrable Note that formerly comprised a part of such Holder’s Corporate Units's PEPS Unit, such Holder shall be entitled to receive the interest payments on such Separate Notes or distributions on such Applicable Ownership Interests separated Senior Deferrable Note, as provided in the Treasury Portfolio, as applicableSenior Deferrable Notes Board Resolutions.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying or on the appropriate Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest such term) in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes Note or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to receive accrued and unpaid interest or distributions, and to accrued accrue future interest or distributions, which were carried by Applicable Ownership Interests in the Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) . In the case of any Corporate Unit with respect to which (1A) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) or 5.03(a)5.02 hereof, (2B) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3C) Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(2) or hereof, (4D) a Collateral Substitution is properly effected pursuant to Section 3.13, or (E) a Successful Initial Remarketing occurs with respect to the Note that is part of such Corporate Unit, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of on the Notes underlying Applicable Ownership Interests in Notes or distributions on the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Cash Merger Early Settlement Settlement, Collateral Substitution or Collateral SubstitutionInitial Remarketing, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding paragraph, in the case of any Corporate Unit Units with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to on the Notes underlying Applicable Ownership Interests in related Notes or distributions on the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; providedPROVIDED, howeverHOWEVER, that THAT to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests Interest in the Treasury Portfolio that formerly comprised a part of such Holder’s 's Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such the Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent (if the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes are in the name of the Collateral Agent) shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Senior Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent)Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account (ABA No. 000000000, Global Plus A/C No. 128037, Re: Genworth Financial, Inc. Collateral Account) to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Senior Note underlying Applicable Ownership Interests in Senior Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)such term), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)) above, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, which were carried by Applicable Ownership Interests in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.02(a) or 5.03(a)hereof, (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3) Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(ii) or hereof (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Senior Notes underlying Applicable Ownership Interests in Senior Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Cash Merger Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d)) hereof, in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying component Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to the Senior Notes underlying Applicable Ownership Interests in Senior Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Senior Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Senior Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying the Senior Notes attributable to the related Applicable Ownership Interests Interest in Senior Notes or any distribution on any the Applicable Ownership Interests Interest in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)such term), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Normal Units Certificate (or one or more Predecessor Corporate Normal Units Certificates) of which such Applicable Ownership Interest in Senior Notes or the Applicable Ownership Interests Interest in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Normal Units Certificate evidencing Applicable Ownership Interests in Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Normal Units Certificate shall carry the right to receive accrued and unpaid interest or distributions, and to accrued accrue future interest or distributions, which were carried by attributable to the Applicable Ownership Interests Interest in Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Normal Units Certificate. (d) . In the case of any Corporate Normal Unit with respect to which (1A) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) or 5.03(a)5.02 hereof, (2B) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3C) Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(2) or hereof, (4D) a Collateral Substitution is properly effected pursuant to Section 3.13, or (E) a Successful Initial Remarketing occurs with respect to the Senior Notes underlying the Applicable Ownership Interests in Senior Notes that are components of such Normal Unit, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of attributable to the Notes underlying Applicable Ownership Interests Interest in Senior Notes or distributions on the Applicable Ownership Interests Interest in the Treasury Portfolio, as the case may be, underlying such Corporate Normal Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Cash Merger Early Settlement Settlement, Collateral Substitution or Collateral SubstitutionInitial Remarketing, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Normal Units Certificate (or one or more Predecessor Corporate Normal Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding paragraph, in the case of any Corporate Unit Normal Units with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to the Notes underlying related Applicable Ownership Interests in Senior Notes or distributions on the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Normal Units; provided, however, that to the extent that such Holder continues to hold Separate Senior Notes or the Applicable Ownership Interests Interest in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate 's Normal Units, such Holder shall be entitled to receive interest on such Separate xx xxxxxxxx xx xxxxxxx xxxxxxxx xx xxxx Xxxxxxxx Xenior Notes or distributions on such the Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent (if the Debentures underlying Pledged Applicable Ownership Interests in Debentures are in the name of the Collateral Agent) shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes Debentures underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent)Debentures, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account (ABA No. [•], [•], Account No. [•], Re: Xxxxxx-Xxxxxxx-Midland Company Equity Units) to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note Debenture underlying Applicable Ownership Interests in Notes Debentures or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)such term), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)) above, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes Debentures or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes Debentures or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, distributions which were carried by Applicable Ownership Interests in Notes Debentures or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.03(a) or 5.03(a)hereof, (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.08 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) hereof or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes Debentures underlying Applicable Ownership Interests in Notes Debentures or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was were registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d)) hereof, in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying component Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to the Notes Debentures underlying Applicable Ownership Interests in Notes Debentures or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Fundamental Change Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes Debentures or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes Debentures or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent (if the Notes underlying Pledged Applicable Ownership Interests in Notes are in the name of the Collateral Agent) shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent)Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account (ABA No. 000000000, Attn: Corporate Trust/GLA 111-565, Account No. 142307, Re: Assured Guaranty Ltd. Collateral Account) to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Pledged Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of each paragraph of the definition of Applicable Ownership Interest in the Special Event Treasury Portfolio and clauses (ii) or (iii) of each paragraph of the definition of Applicable Ownership Interest in the Remarketing Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Interest Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a), ) above be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interests Interest in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Interest Payment Date. If the book-entry system for the Units has been terminated, any such payment will be Interest payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security RegisterNotes underlying the Applicable Ownership Interests in Notes on a Reset Effective Date that falls on a day that is not an Interest Payment Date, oras well as any cash deposited with the Collateral Agent in accordance with the provisions of Section 3.14(b), if such Person so requests and designates an account shall, in writing accordance with the provisions of this Agreement, be released by the Collateral Agent to the Purchase Contract Agent at least five Business Days on the next succeeding Payment Date or on such earlier date falling prior to the relevant Record Date for such next succeeding Payment DateDate on which (i) Corporate Units are transformed into Treasury Units pursuant to Section 3.13 by the Holder establishing Treasury Units, or (ii) Corporate Units are settled early in accordance with the provisions of Section 5.07 by wire transfer the Holders exercising rights pursuant to such accountSection. Amounts payable in accordance with the preceding sentence shall be payable by the Purchase Contract Agent to the Persons in whose names the Corporate Units Certificate is registered at the close of business on the Record Date for the applicable Payment Date or to the Holder of Corporate Units transforming Corporate Units into Treasury Units or exercising an Early Settlement in accordance with Section 5.07. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued accrue interest or distributions, which were carried by the Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1i) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.02(b) or 5.03(a)hereof, (2ii) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3iii) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(ii) or hereof, (4iv) a Collateral Substitution is properly effected pursuant to Section 3.13, or (v) a Successful Early Remarketing occurs with respect to the Note underlying Applicable Ownership Interest in Notes as a component of a Corporate Unit, in each case on a date that is after any Record Date and prior to or on the next succeeding Interest Payment Date, interest in respect of on the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying as a component of such Corporate Unit otherwise payable on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement Settlement, Collateral Substitution or Collateral SubstitutionSuccessful Early Remarketing, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d)) hereof, in the case of any Corporate Unit Units with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to the Notes underlying the Applicable Ownership Interests in the Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Fundamental Change Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any An interest payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate SPC Units Certificate (or one or more Predecessor Corporate SPC Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms Note is a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate SPC Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio Note delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate SPC Units Certificate shall carry the right to accrued and unpaid and deferred interest or distributions, and the right to accrued interest or distributionsaccrue interest, which rights were carried by Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio Note underlying such other Corporate SPC Units Certificate. (d) . In the case of any Corporate Unit SPC Units with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected [prior to or] on the [fifth] Business Day immediately preceding the Purchase Contract Settlement Date pursuant to Section 5.02(b)(ix) prior notice, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.08, (3) Fundamental Change on an Early Settlement of the underlying Purchase Contract is properly effected pursuant Date, or with respect to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, the interest in respect of payment on the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, Note underlying such Corporate SPC Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such interest payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate SPC Units Certificate (or one or more Predecessor Corporate SPC Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate SPC Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effectedeffected [prior to or] on the [fifth] Business Day immediately preceding the Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or with respect to which a Collateral Substitution is properly has been effected, interest payments attributable to on the related Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date or the date of the Collateral Substitution, as the case may be, Early Settlement Date shall not be payable hereunder to the Holder of such Corporate SPC Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio separated Note that formerly comprised a part of such Holder’s Corporate Units's SPC Unit, such Holder shall be entitled to receive the interest payments on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolioseparated Note, as applicableprovided therein.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it Any payment of interest on account of any Debt Security or on the Notes underlying Pledged appropriate Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest such term) in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes Debt Security or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes Debt Securities or the appropriate Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued accrue future interest or distributions, which were carried by Applicable Ownership Interests in Notes the Debt Securities or the appropriate Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) . In the case of any Corporate Unit with respect to which (1A) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.02(b) or 5.03(a)Section 5.02(e) hereof, (2B) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3C) Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(ii) or hereof, (4D) a Collateral Substitution is properly effected pursuant to Section 3.13, or (E) a Successful Initial Remarketing occurs with respect to the Debt Security that is part of such Corporate Unit, in each case on a date that is after any Record Date and on or prior to or on the next succeeding Payment Date, interest in respect of on the Notes underlying Applicable Ownership Interests in Notes Debt Securities or distributions on with respect to the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Cash Merger Early Settlement Settlement, Collateral Substitution or Collateral SubstitutionSuccessful Initial Remarketing, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding paragraph, in the case of any Corporate Unit Units with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable payment of interest on the related Debt Securities or distributions with respect to the Notes underlying Applicable Ownership Interests in Notes or distributions on appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes Debt Securities or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s 's Corporate Units, such Holder shall be entitled to receive the payment of interest on such Separate Notes Debt Securities or distributions on such the Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for Any distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of appropriate Applicable Ownership Interest in of the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Stock Purchase Units Certificate (or one or more Predecessor Corporate Stock Purchase Units Certificates) of which such Note or the appropriate Applicable Ownership Interest in Notes or Applicable Ownership Interests in of the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If Any such distribution shall be subject to deferral at the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address option of the Person entitled thereto at such Person’s address as it appears on Company in accordance with the Security Register, or, if such Person so requests Indenture and designates an account in writing to the Declaration. Each Stock Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Stock Purchase Units Certificate shall carry the right to distributions accrued and unpaid interest or distributionsunpaid, and to accrued interest or distributionsaccrue distributions interest, which were carried by the Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio underlying such other Corporate Stock Purchase Units Certificate. (d) . In the case of any Corporate Unit Stock Purchase Units with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) 5.02 hereof, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.04 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant or with respect to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of distributions on the Notes underlying or on the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Stock Purchase Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Stock Purchase Units Certificate (or one or more Predecessor Corporate Stock Purchase Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate Stock Purchase Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to distributions on the related Notes underlying or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Stock Purchase Units; provided, however, that to the extent that such Holder continues to hold Separate separated Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units's Stock Purchase Unit, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in separated Notes. Not later than 15 calendar days nor more than 30 calendar days prior to the Treasury PortfolioRemarketing Date, as applicablethe Company shall request the Depositary to notify the Beneficial Owners or Depositary Participants holding Securities of the procedures to be followed by Holders of Securities who intend to effect a Cash Settlement.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or the Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any of the portion of the Applicable Ownership Interests in the Treasury Portfolio (as specified defined in clause (ii) of the definition of Applicable Ownership Interest Interests in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a), be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest Interests in Notes or portion of the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if or by wire transfer to an account such Person so requests and designates an account shall have designated in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, which were carried by Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) or 5.03(a), (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.08, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d), in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly effected, payments attributable to the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes (if the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract AgentAgent (ABA No. 000000000, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writingAccount No. 000000000, Re: Autoliv, Inc. Equity Units) for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Senior Note underlying Applicable Ownership Interests in Senior Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)such term), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)) above, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, distributions which were carried by Applicable Ownership Interests in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.03(a) or 5.03(a)hereof, (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.08 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) hereof or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Senior Notes underlying Applicable Ownership Interests in Senior Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was were registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d)) hereof, in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying component Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to the Senior Notes underlying Applicable Ownership Interests in Senior Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Fundamental Change Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Senior Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Senior Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in Preferred Security, any [Subordinated] Note or on the Treasury Portfolio (as specified in clause (ii) of the definition of appropriate Applicable Ownership Interest in of the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Stock Purchase Units Certificate (or one or more Predecessor Corporate Stock Purchase Units Certificates) of which such Preferred Security, such [Subordinated] Note or the appropriate Applicable Ownership Interest in Notes or Applicable Ownership Interests in of the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If Any such distribution shall be subject to deferral at the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address option of the Person entitled thereto at such Person’s address as it appears on Company in accordance with the Security Register, or, if such Person so requests Indenture and designates an account in writing to the Declaration. Each Stock Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Preferred Securities, [Subordinated] Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Stock Purchase Units Certificate shall carry the right to distributions accrued and unpaid interest or distributionsunpaid, and to accrued interest or distributionsaccrue distributions interest, which were carried by the Preferred Securities, [Subordinated] Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio underlying such other Corporate Stock Purchase Units Certificate. (d) . In the case of any Corporate Unit Stock Purchase Units with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) 5.02 hereof, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract is properly effected pursuant tot Section 5.07 hereof, or with respect to Section 5.08, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of distributions on the Preferred Securities, [Subordinated] Notes underlying or on the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Stock Purchase Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Stock Purchase Units Certificate (or one or more Predecessor Corporate Stock Purchase Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate Stock Purchase Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to distributions on the related Preferred Securities, [Subordinated] Notes underlying or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Stock Purchase Units; provided, however, that to the extent that such Holder continues to hold Separate separated Preferred Securities or [Subordinated] Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units's Stock Purchase Unit, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in separated Preferred Securities or [Subordinated] Notes. Not later than 15 calendar days nor more than 30 calendar days prior to the Treasury PortfolioRemarketing Date, as applicablethe Company shall request the Depositary to notify the Beneficial Owners or Depositary Participants holding Securities of the procedures to be followed by Holders of Securities who intend to effect a Cash Settlement.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent (if the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes are in the name of the Collateral Agent) shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Senior Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent)Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account (ABA No. 000-000-000, GLA 211065, Account No. TAS 759265, Re: CIT Group Equity Units) to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Senior Note underlying Applicable Ownership Interests in Senior Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)such term), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)) above, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, distributions which were carried by Applicable Ownership Interests in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.02(a) or 5.03(a)hereof, (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3) Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(ii) hereof or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Senior Notes underlying Applicable Ownership Interests in Senior Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Cash Merger Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was were registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d)) hereof, in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying component Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to the Senior Notes underlying Applicable Ownership Interests in Senior Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Senior Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Senior Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in Preferred Security, any Senior Note or on the Treasury Portfolio (as specified in clause (ii) of the definition of appropriate Applicable Ownership Interest in of the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate PEPS Units Certificate (or one or more Predecessor Corporate PEPS Units Certificates) of which such Preferred Security, such Senior Note or on the appropriate Applicable Ownership Interest in Notes or Applicable Ownership Interests in of the Treasury Portfolio, as the case may be, forms is a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate PEPS Units Certificate evidencing Preferred Securities, Senior Deferrable Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PEPS Units Certificate shall carry the right to distributions accrued and unpaid interest or distributionsunpaid, and to accrued interest or distributionsaccrue distributions interest, which were carried by the Preferred Securities, Senior Deferrable Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio underlying such other Corporate PEPS Units Certificate. (d) . In the case of any Corporate Unit PEPS Units with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) 5.4 hereof, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.9 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant or with respect to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of distributions on the Preferred Securities, Senior Deferrable Notes underlying or on the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PEPS Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate PEPS Units Certificate (or one or more Predecessor Corporate PEPS Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate PEPS Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to distributions on the related Preferred Securities, Senior Deferrable Notes underlying or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date or the date of the Collateral Substitution, as the case may be, Early Settlement Date shall not be payable hereunder to the Holder of such Corporate PEPS Units; provided, however, that to the extent that such Holder continues to hold Separate separated Preferred Securities or Senior Deferrable Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units's PEPS Unit, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests separated Preferred Securities or Senior Deferrable Notes. The applicable Coupon Rate on the Senior Deferrable Notes on and after November 16, 2002, shall be equal to the Reset Rate (such Reset Rate to be in effect on and after November 16, 2002). Not later than 15 calendar days nor more than 30 calendar days prior to the Remarketing Date, the Company shall request DTC (or any successor Clearing Agency), to notify the Beneficial Owners or Clearing Agency Participants holding PEPS Units or Treasury Portfolio, as applicablePEPS Units of the procedures to be followed by Holders of PEPS Units who intend to effect a Cash Settlement.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a), be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, which were carried by Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) or 5.03(a), (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.08, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case case, on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d), in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly effected, payments attributable to the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent)Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account (JPMorgan Chase Bank, N.A., ABA #000000000, Global Plus Account No.: 00000000.1, Account: Southern Union Collateral Account) to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Pledged Senior Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (iii)(B), (i)(C) or (ii)(B) of the definition of Applicable Ownership Interest thereof) in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a), 4.01 above be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Pledged Senior Note or Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be Interest payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security RegisterSenior Notes on a Reset Date that falls on a day that is not a Payment Date, oras well as any cash deposited with the Collateral Agent in accordance with the provisions of Section 3.14(b), if such Person so requests and designates an account shall, in writing accordance with the provisions of this Agreement, be released by the Collateral Agent to the Purchase Contract Agent at least five Business Days on the next succeeding Payment Date or on such earlier date falling prior to the relevant Record Date for such next succeeding Payment DateDate on which (i) Corporate Units are transformed into Treasury Units pursuant to Section 3.13 by the Holder establishing Treasury Units, or (ii) Corporate Units are settled early in accordance with the provisions of Section 5.07 by wire transfer the Holders exercising rights pursuant to such accountSection. Amounts payable in accordance with the preceding sentence shall be payable by the Purchase Contract Agent to the Persons in whose names the Corporate Units Certificate is registered at the close of business on the Record Date for the applicable Payment Date or to the Holder of Corporate Units transforming Corporate Units into Treasury Units or exercising an Early Settlement in accordance with Section 5.07. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued accrue interest or distributions, which were carried by Applicable Ownership Interests in the Senior Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1i) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.02(b) or 5.03(a)hereof, (2ii) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3iii) Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(ii) or hereof, (4iv) a Collateral Substitution is properly effected pursuant to Section 3.13, or (v) a Successful Early Remarketing occurs with respect to the Senior Note that is part of such Corporate Unit, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of on the Notes underlying Applicable Ownership Interests in Senior Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Cash Merger Early Settlement Settlement, Collateral Substitution or Collateral SubstitutionSuccessful Early Remarketing, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d)) hereof, in the case of any Corporate Unit Units with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to on the Notes underlying Applicable Ownership Interests in related Senior Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Senior Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Senior Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes (if the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account (ABA No. 000 000 000, Global Plus A/C No. 789107000, Re: PNM Resources, Inc.) to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Senior Note underlying Applicable Ownership Interests in Senior Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)such term), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)) above, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, which were carried by Applicable Ownership Interests in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.02(a) or 5.03(a)hereof, (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3) Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(ii) hereof or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Senior Notes underlying Applicable Ownership Interests in Senior Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Cash Merger Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d)) hereof, in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying component Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to the Senior Notes underlying Applicable Ownership Interests in Senior Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Senior Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Senior Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract AgentAgent (ABA No. 000000000, according Account No. GLA# 111-565, for further credit to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing560101, Re: PPL Equity Units II) for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company Notes Issuer or from the Collateral Agent as provided in Section 4.01(a)) above, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued accrue interest or distributions, which were carried by Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.03(a) or 5.03(a)hereof, (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.08 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) hereof or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d)) hereof, in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly effected, payments attributable to the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Fundamental Change Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Convertible Notes (if the Notes underlying Pledged Applicable Ownership Interests in Convertible Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio ) or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Convertible Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, Payment Date which is paid in respect of on or immediately prior to any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)) above, be paid on such the related Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which relating to such Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part Convertible Note is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, which were carried by Applicable Ownership Interests in Convertible Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.02(a) or 5.03(a)hereof, (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3) Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(ii) hereof or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Convertible Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Cash Merger Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d)) hereof, in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying component Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to the Convertible Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Convertible Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicableConvertible Notes.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying the Senior Notes attributable to the related Applicable Ownership Interests Interest in Senior Notes or any distribution on any the Applicable Ownership Interests Interest in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)such term), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Normal Units Certificate (or one or more Predecessor Corporate Normal Units Certificates) of which such Applicable Ownership Interest in Senior Notes or the Applicable Ownership Interests Interest in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Normal Units Certificate evidencing Applicable Ownership Interests in Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Normal Units Certificate shall carry the right to receive accrued and unpaid interest or distributions, and to accrued accrue future interest or distributions, which were carried by attributable to the Applicable Ownership Interests Interest in Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Normal Units Certificate. (d) . In the case of any Corporate Normal Unit with respect to which (1A) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) or 5.03(a)5.02 hereof, (2B) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3C) Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(2) or hereof, (4D) a Collateral Substitution is properly effected pursuant to Section 3.13, or (E) a Successful Initial Remarketing occurs with respect to the Senior Notes underlying the Applicable Ownership Interests in Senior Notes that are components of such Normal Unit, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of attributable to the Notes underlying Applicable Ownership Interests Interest in Senior Notes or distributions on the Applicable Ownership Interests Interest in the Treasury Portfolio, as the case may be, underlying such Corporate Normal Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Cash Merger Early Settlement Settlement, Collateral Substitution or Collateral SubstitutionInitial Remarketing, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Normal Units Certificate (or one or more Predecessor Corporate Normal Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding paragraph, in the case of any Corporate Unit Normal Units with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to the Notes underlying related Applicable Ownership Interests in Senior Notes or distributions on the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Normal Units; provided, however, that to the extent that such Holder continues to hold Separate Senior Notes or the Applicable Ownership Interests Interest in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate 's Normal Units, such Holder shall be entitled to receive interest on such Separate Senior Notes or distributions on such the Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in Preferred Security, any Senior Deferrable Note or on the Treasury Portfolio (as specified in clause (ii) of the definition of appropriate Applicable Ownership Interest in of the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate PEPS Units Certificate (or one or more Predecessor Corporate PEPS Units Certificates) of which such Preferred Security, such Senior Deferrable Note or the appropriate Applicable Ownership Interest in Notes or Applicable Ownership Interests in of the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate PEPS Units Certificate evidencing Preferred Securities, Senior Deferrable Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PEPS Units Certificate shall carry the right to distributions accrued and unpaid interest or distributionsunpaid, and to accrued interest or distributionsaccrue distributions interest, which were carried by the Preferred Securities, Senior Deferrable Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio underlying such other Corporate PEPS Units Certificate. (d) . In the case of any Corporate Unit PEPS Units with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) 5.4 hereof, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.9 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant or with respect to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of distributions on the Preferred Securities, Senior Deferrable Notes underlying or on the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PEPS Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate PEPS Units Certificate (or one or more Predecessor Corporate PEPS Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate PEPS Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to distributions on the related Preferred Securities, Senior Deferrable Notes underlying or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date or the date of the Collateral Substitution, as the case may be, Early Settlement Date shall not be payable hereunder to the Holder of such Corporate PEPS Units; provided, however, that to the extent that such Holder continues to hold Separate separated Preferred Securities or Senior Deferrable Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units's PEPS Unit, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in separated Preferred Securities or Senior Deferrable Notes. Not later than 15 calendar days nor more than 30 calendar days prior to the Treasury PortfolioRemarketing Date, as applicablethe Company shall request the Depositary, to notify the Beneficial Owners or Depositary Participants holding Securities of the procedures to be followed by Holders of Securities who intend to effect a Cash Settlement.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent (if the Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes are in the name of the Collateral Agent) shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Subordinated Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent)Subordinated Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account (ABA No. 000000000, Account No. 109208, Re: E*TRADE Equity Units) to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Subordinated Note underlying Applicable Ownership Interests in Subordinated Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)such term), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)) above, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Subordinated Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Subordinated Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, which were carried by Applicable Ownership Interests in Subordinated Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.02(a) or 5.03(a)hereof, (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3) Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(ii) hereof or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Subordinated Notes underlying Applicable Ownership Interests in Subordinated Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Cash Merger Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d)) hereof, in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying component Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to the Subordinated Notes underlying Applicable Ownership Interests in Subordinated Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Subordinated Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Subordinated Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for Any distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying or on the appropriate Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio Interest (as specified in clause (iiB) of the definition thereof) of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Units Income PACS Certificate (or one or more Predecessor Corporate Units Income PACS Certificates) of which such Note or the appropriate Applicable Ownership Interest in Notes or Applicable Ownership Interests in of the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Income PACS Certificate evidencing Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Income PACS Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued accrue interest or distributions, which were carried by the Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio underlying such other Corporate Units Income PACS Certificate. (d) . In the case of any Corporate Unit Income PACS with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) 5.02 hereof, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.04(b)(2) hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant or with respect to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of on the Notes underlying Applicable Ownership Interests in Notes or distributions on the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Unit Income PACS otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Income PACS Certificate (or one or more Predecessor Corporate Units Income PACS Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate Unit Income PACS with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to distributions on the related Notes underlying or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate UnitsIncome PACS; provided, however, that to the extent that such Holder continues to hold Separate separated Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units's Income PACS, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicableseparated Notes.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any interest payment on any a Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate New PEPS Units Certificate (or one or more Predecessor Corporate New PEPS Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated; provided, however, that if any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears is received on the Security Registera day that is not a Business Day or after 11:00 a.m. (New York City time) on a Business Day, or, if such Person so requests and designates an account in writing to then the Purchase Contract Agent at least five shall use all commercially reasonable efforts to deliver any such payment not later than 10:30 a.m. (New York City time) on the next succeeding Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Day. Each Corporate New PEPS Units Certificate evidencing Applicable Ownership Interests in the Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate New PEPS Units Certificate shall carry the right to interest accrued and unpaid interest or distributionsunpaid, and to accrued interest or distributionsaccrue, which were carried by Applicable Ownership Interests in the Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate New PEPS Units Certificate. (d) . In the case of any Corporate Unit New PEPS Units with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) 5.03 hereof, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.08 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant or with respect to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of payments on the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, Note underlying such Corporate New PEPS Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such payment or distributions interest payments shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate New PEPS Units Certificate (or one or more Predecessor Corporate New PEPS Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate New PEPS Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, interest payments attributable to on the related Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date or the date of the Early Settlement Date or Collateral Substitution, as the case may be, Substitution shall not be payable hereunder to the Holder of such Corporate New PEPS Units; provided, however, that to the extent that such Holder continues to hold Separate separated Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate 's New PEPS Units, such Holder shall be entitled to receive interest on such Separate separated Notes. The applicable Coupon Rate on the Notes on and after the Purchase Contract Settlement Date will be reset in the case of a Successful Remarketing to the applicable Reset Rate (such Reset Rate to be in effect on and after the Purchase Contract Settlement Date). Following a Successful Remarketing and commencing on August 18, 2004, the Reset Rate, as determined by the Calculation Agent on the applicable Interest Determination Date, shall be reset quarterly on February 18, May 18, August 18 and November 18 of each year. The Calculation Agent shall determine each applicable Reset Rate in accordance with the definition of the term "3-month LIBOR". The Calculation Agent's determination of any Reset Rate will be conclusive and binding in the absence of any manifest error. The interest rate on the Notes in effect for the period from and including May 18, 2004 to and excluding August 18, 2004 shall be determined by the Calculation Agent on the applicable Interest Determination Date. After a Successful Remarketing, the interest rate in effect after May 18, 2004 or distributions on any Interest Reset Date will be the applicable Reset Rate as reset on May 18, 2004 or on such Applicable Ownership Interests in the Treasury PortfolioInterest Reset Date, as applicablethe case may be, and the interest rate applicable to any other day is the interest rate in effect on May 18, 2004 or the immediately preceding Interest Reset Date, as the case may be. In the event of a Failed Final Remarketing, the applicable Coupon Rate on the Notes outstanding on and after the Purchase Contract Settlement Date will not be reset and the Notes will continue to bear interest at the Coupon Rate (as defined in clause (i) of the definition of such term).

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent (if the Debentures underlying Pledged Applicable Ownership Interests in Debentures are in the name of the Collateral Agent) shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes Debentures underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent)Debentures, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account (ABA No. 000000000, Account No. 272907, Re: Xxxxxx-Xxxxxxx-Midland Company Collateral Account) to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note Debenture underlying Applicable Ownership Interests in Notes Debentures or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)such term), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)) above, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes Debentures or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes Debentures or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, distributions which were carried by Applicable Ownership Interests in Notes Debentures or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.03(a) or 5.03(a)hereof, (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.08 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) hereof or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes Debentures underlying Applicable Ownership Interests in Notes Debentures or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was were registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d)) hereof, in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying component Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to the Notes Debentures underlying Applicable Ownership Interests in Notes Debentures or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Fundamental Change Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes Debentures or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes Debentures or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any interest payment on any a Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate New PEPS Units Certificate (or one or more Predecessor Corporate New PEPS Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated; provided, however, that if any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears is received on the Security Registera day that is not a Business Day or after 11:00 a.m. (New York City time) on a Business Day, or, if such Person so requests and designates an account in writing to then the Purchase Contract Agent at least five shall use all commercially reasonable efforts to deliver any such payment not later than 10:30 a.m. (New York City time) on the next succeeding Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Day. Each Corporate New PEPS Units Certificate evidencing Applicable Ownership Interests in the Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate New PEPS Units Certificate shall carry the right to interest accrued and unpaid interest or distributionsunpaid, and to accrued interest or distributionsaccrue, which were carried by Applicable Ownership Interests in the Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate New PEPS Units Certificate. (d) . In the case of any Corporate Unit New PEPS Units with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) 5.03 hereof, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.08 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant or with respect to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of payments on the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, Note underlying such Corporate New PEPS Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such payment or distributions interest payments shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate New PEPS Units Certificate (or one or more Predecessor Corporate New PEPS Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate New PEPS Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, interest payments attributable to on the related Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date or the date of the Early Settlement Date or Collateral Substitution, as the case may be, Substitution shall not be payable hereunder to the Holder of such Corporate New PEPS Units; provided, however, that to the extent that such Holder continues to hold Separate separated Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate New PEPS Units, such Holder shall be entitled to receive interest on such Separate separated Notes. The applicable Coupon Rate on the Notes or distributions on such Applicable Ownership Interests and after the Purchase Contract Settlement Date will be reset in the Treasury Portfoliocase of a Successful Remarketing to the applicable Reset Rate (such Reset Rate to be in effect on and after the Purchase Contract Settlement Date). In the event of a Failed Final Remarketing, the applicable Coupon Rate on the Notes outstanding on and after the Purchase Contract Settlement Date will not be reset and the Notes will continue to bear interest at the Coupon Rate (as applicabledefined in clause (i) of the definition of such term).

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in Preferred Security, any Subordinated Deferrable Note or on the Treasury Portfolio (as specified in clause (ii) of the definition of appropriate Applicable Ownership Interest in of the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate MEDS Units Certificate (or one or more Predecessor Corporate MEDS Units Certificates) of which such Preferred Security, such Subordinated Deferrable Note or the appropriate Applicable Ownership Interest in Notes or Applicable Ownership Interests in of the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If Any such distribution shall be subject to deferral at the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address option of the Person entitled thereto at such Person’s address as it appears on Company in accordance with the Security Register, or, if such Person so requests Indenture and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Declaration. Each Corporate MEDS Units Certificate evidencing Preferred Securities, Subordinated Deferrable Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate MEDS Units Certificate shall carry the right to distributions accrued and unpaid interest or distributionsunpaid, and to accrued interest or distributionsaccrue distributions interest, which were carried by the Preferred Securities, Subordinated Deferrable Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio underlying such other Corporate MEDS Units Certificate. (d) . In the case of any Corporate Unit MEDS Units with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) 5.02 hereof, or 5.03(a), (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant with respect to Section 5.08, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of distributions on the Preferred Securities, Subordinated Deferrable Notes underlying or on the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, underlying such Corporate MEDS Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate MEDS Units Certificate (or one or more Predecessor Corporate MEDS Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate MEDS Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to distributions on the related Preferred Securities, Subordinated Deferrable Notes underlying or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate MEDS Units; provided, however, that to the extent that such Holder continues to hold Separate separated Preferred Securities or Subordinated Deferrable Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units's MEDS Unit, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in separated Preferred Securities or Subordinated Deferrable Notes. Not later than 15 calendar days nor more than 30 calendar days prior to the Treasury PortfolioRemarketing Date, as applicablethe Company shall request the Depositary to notify the Beneficial Owners or Depositary Participants holding Securities of the procedures to be followed by Holders of Securities who intend to effect a Cash Settlement.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Senior Note underlying or on the appropriate Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest such term) in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which representing such Applicable Ownership Interest in Notes Senior Note or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued accrue interest or distributions, which were carried by Applicable Ownership Interests in the Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio underlying represented by such other Corporate Units Certificate. (d) . In the case of any Corporate Unit with respect to which (1A) Cash Settlement of the underlying Purchase Contract represented by such Corporate Unit is properly effected pursuant to Section 5.02(b)(ix) or 5.03(a), (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.08, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d)the immediately preceding paragraph, in the case of any Corporate Unit Units with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract represented by such Corporate Unit is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to on the Notes underlying Applicable Ownership Interests in related Senior Notes or distributions on the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Senior Notes or Applicable Ownership Interests in the Treasury Portfolio that were formerly comprised a part of represented by such Holder’s 's Corporate Units, such Holder shall be entitled to receive interest on such Separate Senior Notes or distributions on such the Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (iiA)(ii) or (B)(ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio, as the case may be) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a), be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, which were carried by Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) or 5.03(a), (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.08, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d), in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly effected, payments attributable to the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes Debentures underlying Pledged Applicable Ownership Interests in Notes Debentures (if the Notes Debentures underlying Pledged Applicable Ownership Interests in Notes Debentures are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note Debenture underlying Applicable Ownership Interests in Notes Debentures or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a), be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes Debentures or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if or by wire transfer to an account such Person so requests and designates an account shall have designated in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such accountAgent. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes Debentures or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, which were carried by Applicable Ownership Interests in Notes Debentures or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) or 5.03(a), (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.08, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes Debentures underlying Applicable Ownership Interests in Notes Debentures or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d), in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly effected, payments attributable to the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.41

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying or on the appropriate Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest such term) in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes Note or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to receive accrued and unpaid interest or distributions, and to accrued accrue future interest or distributions, which were carried by Applicable Ownership Interests in the Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) . In the case of any Corporate Unit with respect to which (1A) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) or 5.03(a)5.02 hereof, (2B) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3C) Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(2) or hereof, (4D) a Collateral Substitution is properly effected pursuant to Section 3.13, or (E) a Successful Initial Remarketing occurs with respect to the Note that is part of such Corporate Unit, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of on the Notes underlying Applicable Ownership Interests in Notes or distributions on the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Cash Merger Early Settlement Settlement, Collateral Substitution or Collateral SubstitutionInitial Remarketing, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding paragraph, in the case of any Corporate Unit Units with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to on the Notes underlying Applicable Ownership Interests in related Notes or distributions on the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests Interest in the Treasury Portfolio that formerly comprised a part of such Holder’s 's Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such the Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in Preferred Security, any Subordinated Deferrable Note or on the Treasury Portfolio (as specified in clause (ii) of the definition of appropriate Applicable Ownership Interest in of the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate PEPS Units Certificate (or one or more Predecessor Corporate PEPS Units Certificates) of which such Preferred Security, such Subordinated Deferrable Note or the appropriate Applicable Ownership Interest in Notes or Applicable Ownership Interests in of the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate PEPS Units Certificate evidencing Preferred Securities, Subordinated Deferrable Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PEPS Units Certificate shall carry the right to distributions accrued and unpaid interest or distributionsunpaid, and to accrued interest or distributionsaccrue distributions interest, which were carried by the Preferred Securities, Subordinated Deferrable Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio underlying such other Corporate PEPS Units Certificate. (d) . In the case of any Corporate Unit PEPS Units with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) 5.02 hereof, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant or with respect to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of distributions on the Preferred Securities, Subordinated Deferrable Notes underlying or on the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PEPS Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate PEPS Units Certificate (or one or more Predecessor Corporate PEPS Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate PEPS Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to distributions on the related Preferred Securities, Subordinated Deferrable Notes underlying or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the Purchase Contract Settlement Date, an applicable Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, Early Settlement Date shall not be payable hereunder to the Holder of such Corporate PEPS Units; provided, however, that to the extent that such Holder continues to hold Separate separated Preferred Securities or Subordinated Deferrable Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units's PEPS Unit, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in separated Preferred Securities or Subordinated Deferrable Notes. Not later than 15 calendar days nor more than 30 calendar days prior to the Treasury PortfolioRemarketing Date, as applicablethe Company shall request the Depositary to notify the Beneficial Owners or Depositary Participants holding Securities of the procedures to be followed by Holders of Securities who intend to effect a Cash Settlement.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in Preferred Security, any Senior Deferrable Note or on the Treasury Portfolio (as specified in clause (ii) of the definition of appropriate Applicable Ownership Interest in of the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate PEPS Units Certificate (or one or more Predecessor Corporate PEPS Units Certificates) of which such Preferred Security, such Senior Deferrable Note or the appropriate Applicable Ownership Interest in Notes or Applicable Ownership Interests in of the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate PEPS Units Certificate evidencing Preferred Securities, Senior Deferrable Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PEPS Units Certificate shall carry the right to distributions accrued and unpaid interest or distributionsunpaid, and to accrued interest or distributionsaccrue distributions interest, which were carried by the Preferred Securities, Senior Deferrable Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio underlying such other Corporate PEPS Units Certificate. (d) . In the case of any Corporate Unit PEPS Units with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) 5.02 hereof, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant or with respect to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of distributions on the Preferred Securities, Senior Deferrable Notes underlying or on the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PEPS Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate PEPS Units Certificate (or one or more Predecessor Corporate PEPS Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate PEPS Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to distributions on the related Preferred Securities, Senior Deferrable Notes underlying or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date or the date of the Collateral Substitution, as the case may be, Early Settlement Date shall not be payable hereunder to the Holder of such Corporate PEPS Units; provided, however, that to the extent that such Holder continues to hold Separate separated Preferred Securities or Senior Deferrable Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.such

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any interest payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of appropriate Applicable Ownership Interest in of the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Warrant Agent from the Company paying agent as provided in the Indenture or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Equity Units Certificate (or one or more Predecessor Corporate Equity Units Certificates) of which such Note or the appropriate Applicable Ownership Interest in Notes or Applicable Ownership Interests in of the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated; provided, however, that if any such payment will be payable by check mailed is received on a day that is not a Business Day or after 11:00 a.m. (New York City time) on a Business Day, then the Warrant Agent shall use all commercially reasonable efforts to the address of the Person entitled thereto at deliver any such Person’s address as it appears payment not later than 10:30 a.m. (New York City time) on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five next succeeding Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Day. Each Corporate Equity Units Certificate evidencing Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Equity Units Certificate shall carry the right to interest accrued and unpaid interest or distributionsunpaid, and to accrued interest or distributionsaccrue interest, which were carried by the Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio underlying such other Corporate Equity Units Certificate. (d) . In the case of any Corporate Unit Equity Units with respect to which (1) Cash Settlement of the underlying Purchase Contract Warrant is properly effected pursuant to Section 5.02(b)(ix) SECTION 5.03 hereof, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract Warrant is properly effected pursuant to Section 5.08SECTION 5.08 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant or with respect to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of distributions on the Notes underlying or on the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Equity Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Warrant Agent, be payable to the Person in whose name the Corporate Equity Units Certificate (or one or more Predecessor Corporate Equity Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate Equity Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract Warrant is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to distributions on the related Notes underlying or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Warrant Settlement Date or the date of the Early Settlement Date or Collateral Substitution, as the case may be, Substitution shall not be payable hereunder to the Holder of such Corporate Equity Units; provided, however, that to the extent that such Holder continues to hold Separate separated Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units's Equity Unit, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests separated Notes. The applicable Coupon Rate on the Notes on and after May 17, 2004 will be reset in the case of a Successful Initial Remarketing or a Successful Final Remarketing to the applicable Reset Rate (such Reset Rate to be in effect on and after the applicable Reset Effective Date), provided that the Reset Rate will not be below 6 3/4%. In the event of a Failed Final Remarketing, the applicable Coupon Rate on the Notes outstanding on and after the Warrant Settlement Date will be reset on the Warrant Settlement Date to the Reset Rate that will be equal to the Two-Year Benchmark Treasury Portfolioplus the Applicable Spread, provided that the Reset Rate will not be below 6 3/4%. On the applicable Reset Announcement Date the Reset Spread and the Two-Year Benchmark Treasury or Benchmark Treasury, as applicable, to be used to determine the Reset Rate will be announced by the Company, such announcement to be made by a customary method, as determined by the Company. On the Business Day immediately following the Reset Announcement Date, the holders of the Notes will be notified of such Reset Spread and Two-Year Benchmark Treasury or Benchmark Treasury, as applicable, by the Company. Such notice shall be sufficiently given to holders of the Notes if published in an Authorized Newspaper. In the case of (i) the first Initial Remarketing on the third Business Day prior to May 17, 2004 or the Final Remarketing, no later than 7 calendar days nor more than 15 calendar days prior to the Reset Announcement Date, and in the case of (ii) any Additional Remarketing, as soon as practical after the Company has been notified of an Additional Remarketing by the Remarketing Agent, the Company will request the Depositary or its nominee by first-class mail, postage prepaid, to notify the Beneficial Owners or Participants holding Equity Units or Treasury Equity Units of such Reset Announcement Date and, in the case of a Final Remarketing, the procedures to be followed by Holders of Equity Units who intend to effect a Cash Settlement on the fourth Business Day immediately preceding the Warrant Settlement Date.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a), be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if or by wire transfer to an account such Person so requests and designates an account shall have designated in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such accountAgent. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, which were carried by Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) or 5.03(a), (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.08, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d), in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly effected, payments attributable to the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract AgentAgent (The Bank of New York Mellon ABA 000000000, according Account No. GLA 111-565, for further credit to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writingXXX 000000, Re: United Technology Equity Units) for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a), be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued accrue interest or distributions, which were carried by Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) or 5.03(a), (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.08, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d), in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly effected, payments attributable to the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Fundamental Change Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for Any distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying or on the appropriate Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio Interest (as specified in clause (iiB) of the definition thereof) of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Income Equity Units Certificate (or one or more Predecessor Corporate Income Equity Units Certificates) of which such Note or the appropriate Applicable Ownership Interest in Notes or Applicable Ownership Interests in of the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Income Equity Units Certificate evidencing Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Income Equity Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued accrue interest or distributions, which were carried by the Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio underlying such other Corporate Income Equity Units Certificate. (d) . In the case of any Corporate Unit Income Equity Units with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) 5.02 hereof, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract is properly effected pursuant to either of Section 5.08, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(2) or (4) Section 5.07 hereof, or with respect to which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of on the Notes underlying Applicable Ownership Interests in Notes or distributions on the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Unit Income Equity Units otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Income Equity Units Certificate (or one or more Predecessor Corporate Income Equity Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate Unit Income Equity Units with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to distributions on the related Notes underlying or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Income Equity Units; provided, however, that to the extent that such Holder continues to hold Separate separated Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate 's Income Equity Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicableseparated Notes.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it Any payment on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Senior Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)thereof), as the case may be, which is paid in respect of on any Payment Date (which for purposes of the Payment Date occurring on May 17, 2011 includes the payment of interest on the Senior Notes due on May 15, 2011) shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest Interests in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (cb) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, as the case may be, and to accrued accrue interest or distributions, as the case may be, which were carried by the Applicable Ownership Interests in Senior Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (dc) In the case of any Corporate Unit with respect to which (1A) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.02(c) or 5.03(a)hereof, (2B) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3C) Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(ii) or hereof, (4D) a Collateral Substitution is properly effected pursuant to Section 3.13, or (E) a Successful Remarketing occurs with respect to the Senior Note that is part of such Corporate Unit, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of on the Notes underlying Applicable Ownership Interests in Senior Notes or distributions on the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Cash Merger Early Settlement Settlement, Collateral Substitution or Collateral SubstitutionRemarketing, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the related Record Date. (ed) Except as otherwise expressly provided in Section 4.01(d)the immediately preceding paragraph, in the case of any Corporate Unit Units with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to on the Notes underlying related Applicable Ownership Interests in Senior Notes or distributions on the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract AgentAgent (ABA No. 000000000, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writingAccount No. GLA# 111-565 for further credit TAS#560056, Re: PPL Corp Equity Purch Agnt Acct) for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company Notes Issuer or from the Collateral Agent as provided in Section 4.01(a)) above, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued accrue interest or distributions, which were carried by Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.03(a) or 5.03(a)hereof, (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.08 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) hereof or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d), in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly effected, payments attributable to the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.Early

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in Preferred Security, any Debenture or on the Treasury Portfolio (as specified in clause (ii) of the definition of appropriate Applicable Ownership Interest in of the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate PEPS Units Certificate (or one or more Predecessor Corporate PEPS Units Certificates) of which such Preferred Security, such Debenture or on the appropriate Applicable Ownership Interest in Notes or Applicable Ownership Interests in of the Treasury Portfolio, as the case may be, forms is a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate PEPS Units Certificate evidencing Preferred Securities, Debentures or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PEPS Units Certificate shall carry the right to distributions accrued and unpaid interest or distributionsunpaid, and to accrued interest or distributionsaccrue distributions interest, which were carried by the Preferred Securities, Debentures or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio underlying such other Corporate PEPS Units Certificate. (d) . In the case of any Corporate Unit PEPS Units with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) 5.4 hereof, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.9 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant or with respect to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of distributions on the Notes underlying Preferred Securities, Debentures or on the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PEPS Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate PEPS Units Certificate (or one or more Predecessor Corporate PEPS Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate PEPS Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to distributions on the Notes underlying related Preferred Securities, Debentures or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date or the date of the Collateral Substitution, as the case may be, Early Settlement Date shall not be payable hereunder to the Holder of such Corporate PEPS Units; provided, however, that to the extent that such Holder continues to hold Separate Notes separated Preferred Securities or Applicable Ownership Interests in the Treasury Portfolio Debentures that formerly comprised a part of such Holder’s Corporate Units's PEPS Unit, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests separated Preferred Securities or Debentures. The applicable Coupon Rate on the Debentures on and after the Remarketing Settlement Date shall be equal to the Reset Rate (such Reset Rate to be in effect on and after the Treasury PortfolioRemarketing Settlement Date). Not later than 15 calendar days nor more than 30 calendar days prior to the _____ Business Day immediately preceding ______________________________, as applicablethe Company shall request DTC (or any successor Clearing Agency), to notify the Beneficial Owners or Clearing Agency Participants holding PEPS Units of the procedures to be followed by Holders of PEPS Units who intend to effect a Cash Settlement.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for Any distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of appropriate Applicable Ownership Interest in of the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Units Income PACS Certificate (or one or more Predecessor Corporate Units Income PACS Certificates) of which such Note or the appropriate Applicable Ownership Interest in Notes or Applicable Ownership Interests in of the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If Any such distribution shall be subject to deferral at the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address option of the Person entitled thereto at such Person’s address as it appears on Company in accordance with the Security Register, or, if such Person so requests Indenture and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Declaration. Each Corporate Units Income PACS Certificate evidencing Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Income PACS Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued accrue interest or distributions, which were carried by the Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio underlying such other Corporate Units Income PACS Certificate. (d) . In the case of any Corporate Unit Income PACS with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) 5.02 hereof, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.04(b)(2) hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant or with respect to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of on the Notes underlying Applicable Ownership Interests in Notes or distributions on the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Unit Income PACS otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Income PACS Certificate (or one or more Predecessor Corporate Units Income PACS Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate Unit Income PACS with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to distributions on the related Notes underlying or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate UnitsIncome PACS; provided, however, that to the extent that such Holder continues to hold Separate separated Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units's Income PACS, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicableseparated Notes.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (ba) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a), be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, Register or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (cb) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, which were carried by Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (dc) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) or 5.03(a), (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.08, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (ed) Except as otherwise expressly provided in Section 4.01(d), in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly effected, payments attributable to the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in Preferred Security, any Note or on the Treasury Portfolio (as specified in clause (ii) of the definition of appropriate Applicable Ownership Interest in of the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Units Income PRIDES Certificate (or one or more Predecessor Corporate Units Income PRIDES Certificates) of which such Preferred Security, such Note or the appropriate Applicable Ownership Interest in Notes or Applicable Ownership Interests in of the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If Any such distribution shall be subject to deferral at the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address option of the Person entitled thereto at such Person’s address as it appears on Company in accordance with the Security Register, or, if such Person so requests Indenture and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Declaration. Each Corporate Units Income PRIDES Certificate evidencing Preferred Securities, Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Income PRIDES Certificate shall carry the right to distributions accrued and unpaid interest or distributionsunpaid, and to accrued interest or distributionsaccrue distributions interest, which were carried by the Preferred Securities, Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio underlying such other Corporate Units Income PRIDES Certificate. (d) . In the case of any Corporate Unit Income PRIDES with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) 5.02 hereof, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant or with respect to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of distributions on the Preferred Securities, Notes underlying or on the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Unit Income PRIDES otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Income PRIDES Certificate (or one or more Predecessor Corporate Units Income PRIDES Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate Unit Income PRIDES with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to distributions on the related Preferred Securities, Notes underlying or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate UnitsIncome PRIDES; providedPROVIDED, howeverHOWEVER, that to the extent that such Holder continues to hold Separate separated Preferred Securities or Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units's Income PRIDES, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicableseparated Preferred Securities or Notes.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Senior Note underlying or on the appropriate Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest such term) in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes Senior Note or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued accrue interest or distributions, which were carried by Applicable Ownership Interests in the Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) . In the case of any Corporate Unit with respect to which (1A) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) or 5.03(a)5.02 hereof, (2B) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3C) Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(2) hereof, or (4D) a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of on the Notes underlying Applicable Ownership Interests in Senior Notes or distributions on the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Cash Merger Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate Unit Units with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to distributions on the Notes underlying Applicable Ownership Interests in related Senior Notes or distributions on the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Senior Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s 's Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicableSenior Notes.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any interest payment on any Note underlying Applicable Ownership Interests in Notes [or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of appropriate Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, ,] which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate SPC Units Certificate (or one or more Predecessor Corporate SPC Units Certificates) of which such Note [or Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms ,] is a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate SPC Units Certificate evidencing the Notes [or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio] delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate SPC Units Certificate shall carry the right to accrued and unpaid and deferred interest or distributions, and the right to accrued interest or distributionsaccrue interest, which rights were carried by the Notes [or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio] underlying such other Corporate SPC Units Certificate. (d) . In the case of any Corporate Unit SPC Units with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) 5.4 hereof, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract is properly effected on an Early Settlement Date pursuant to Section 5.085.9 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant or with respect to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, the interest in respect of payment on the Notes underlying [or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests Interest in the Treasury Portfolio, as the case may be, ] underlying such Corporate Unit SPC Units otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such interest payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate SPC Units Certificate (or one or more Predecessor Corporate SPC Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate SPC Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is has been properly effected, interest payments attributable to on the related Notes underlying [or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests Interest in the Treasury Portfolio], as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date or the Early Settlement Date or date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate SPC Units; provided, however, that to the extent that such Holder continues to hold Separate the separated Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate 's SPC Units, such Holder shall be entitled to receive the interest payments on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolioseparated Notes, as applicableprovided therein.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent (if the Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes are in the name of the Collateral Agent) shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Subordinated Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent)Subordinated Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account (ABA No. [ ], Re: E*TRADE Financial Corporation Collateral Account) to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Subordinated Note underlying Applicable Ownership Interests in Subordinated Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)such term), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)) above, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Subordinated Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Subordinated Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, which were carried by Applicable Ownership Interests in Subordinated Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.02(a) or 5.03(a)hereof, (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3) Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(ii) hereof or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Subordinated Notes underlying Applicable Ownership Interests in Subordinated Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Cash Merger Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d)) hereof, in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying component Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to the Subordinated Notes underlying Applicable Ownership Interests in Subordinated Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Subordinated Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Subordinated Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in Preferred Security, any [Subordinated] Note or on the Treasury Portfolio (as specified in clause (ii) of the definition of appropriate Applicable Ownership Interest in of the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Stock Purchase Units Certificate (or one or more Predecessor Corporate Stock Purchase Units Certificates) of which such Preferred Security, such [Subordinated] Note or the appropriate Applicable Ownership Interest in Notes or Applicable Ownership Interests in of the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If Any such distribution shall be subject to deferral at the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address option of the Person entitled thereto at such Person’s address as it appears on Company in accordance with the Security Register, or, if such Person so requests Indenture and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such accountDeclaration. (cb) Each Corporate Stock Purchase Units Certificate evidencing Preferred Securities, [Subordinated] Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Stock Purchase Units Certificate shall carry the right to distributions accrued and unpaid interest or distributionsunpaid, and to accrued interest or distributionsaccrue distributions interest, which were carried by the Preferred Securities, [Subordinated] Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio underlying such other Corporate Stock Purchase Units Certificate. (dc) In the case of any Corporate Unit Stock Purchase Units with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) 5.02 hereof, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract is properly effected pursuant tot Section 5.07 hereof, or with respect to Section 5.08, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of distributions on the Preferred Securities, [Subordinated] Notes underlying or on the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Stock Purchase Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Stock Purchase Units Certificate (or one or more Predecessor Corporate Stock Purchase Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate Stock Purchase Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to distributions on the related Preferred Securities, [Subordinated] Notes underlying or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Stock Purchase Units; providedPROVIDED, howeverHOWEVER, that to the extent that such Holder continues to hold Separate separated Preferred Securities or [Subordinated] Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units's Stock Purchase Unit, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in separated Preferred Securities or [Subordinated] Notes. (d) Not later than 15 calendar days nor more than 30 calendar days prior to the Treasury PortfolioRemarketing Date, as applicablethe Company shall request the Depositary to notify the Beneficial Owners or Depositary Participants holding Securities of the procedures to be followed by Holders of Securities who intend to effect a Cash Settlement.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Senior Note underlying or on the appropriate Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest such term) in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes Senior Note or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued accrue interest or distributions, which were carried by Applicable Ownership Interests in the Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) . In the case of any Corporate Unit with respect to which (1A) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.02(b) or 5.03(a)Section 5.02(e) hereof, (2B) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3C) Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(ii) or hereof, (4D) a Collateral Substitution is properly effected pursuant to Section 3.13, or (E) a Successful Initial Remarketing occurs with respect to the Senior Note that is part of such Corporate Unit, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of on the Notes underlying Applicable Ownership Interests in Senior Notes or distributions on the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Cash Merger Early Settlement Settlement, Collateral Substitution or Collateral SubstitutionInitial Remarketing, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding paragraph, in the case of any Corporate Unit Units with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to on the Notes underlying Applicable Ownership Interests in related Senior Notes or distributions on the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Senior Notes or Applicable Ownership Interests Interest in the Treasury Portfolio that formerly comprised a part of such Holder’s 's Corporate Units, such Holder shall be entitled to receive interest on such Separate Senior Notes or distributions on such the Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it Any distribution on account of any Note or on the Notes underlying Pledged appropriate Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in such term) of the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Units MEDS Certificate (or one or more Predecessor Corporate Units MEDS Certificates) of which such Applicable Ownership Interest in Notes Note or the appropriate Applicable Ownership Interests in of the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units MEDS Certificate evidencing Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in of the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units MEDS Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued accrue interest or distributions, which were carried by the Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in of the Treasury Portfolio underlying such other Corporate Units MEDS Certificate. (d) . In the case of any Corporate Unit MEDS with respect to which (1A) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) or 5.03(a)5.02 hereof, (2B) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3C) Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(2) hereof, or (4D) a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of on the Notes underlying Applicable Ownership Interests in Notes or distributions on the appropriate Applicable Ownership Interests in of the Treasury Portfolio, as the case may be, underlying such Corporate Unit MEDS otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Cash Merger Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units MEDS Certificate (or one or more Predecessor Corporate Units MEDS Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate Unit MEDS with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to distributions on the related Notes underlying or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in of the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate UnitsMEDS; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s 's Corporate UnitsMEDS, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicableNotes.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent (if the Notes underlying Pledged Applicable Ownership Interests in Notes are in the name of the Collateral Agent) shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent)Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account ([ ], ABA #[ ], Account No.: [ ], Account: Xxxx Xxxxx Collateral Account) to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Pledged Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Special Event Treasury Portfolio and clauses (ii) or (iii) of the definition of Applicable Ownership Interest in the Remarketing Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Interest Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a), ) above be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interests Interest in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Interest Payment Date. If the book-entry system for the Units has been terminated, any such payment will be Interest payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security RegisterNotes underlying the Applicable Ownership Interests in Notes on a Reset Effective Date that falls on a day that is not an Interest Payment Date, oras well as any cash deposited with the Collateral Agent in accordance with the provisions of Section 3.14(b), if such Person so requests and designates an account shall, in writing accordance with the provisions of this Agreement, be released by the Collateral Agent to the Purchase Contract Agent at least five Business Days on the next succeeding Payment Date or on such earlier date falling prior to the relevant Record Date for such next succeeding Contract Adjustment Payment DateDate on which (i) Corporate Units are transformed into Treasury Units pursuant to Section 3.13 by the Holder establishing Treasury Units, or (ii) Corporate Units are settled early in accordance with the provisions of Section 5.07 by wire transfer the Holders exercising rights pursuant to such accountSection. Amounts payable in accordance with the preceding sentence shall be payable by the Purchase Contract Agent to the Persons in whose names the Corporate Units Certificate is registered at the close of business on the Record Date for the applicable Payment Date or to the Holder of Corporate Units transforming Corporate Units into Treasury Units or exercising an Early Settlement in accordance with Section 5.07. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued accrue interest or distributions, which were carried by the Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1i) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix5.02(b) or 5.03(a)hereof, (2ii) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.07 hereof, (3iii) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.04(b)(ii) or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d), in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly effected, payments attributable to the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.hereof,

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on in respect of a Unit relating to any Note underlying Applicable Ownership Interests in Notes or any distribution in respect of a Unit on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent in its capacity as paying agent from the Company Corporation or from the Collateral Agent as provided in Section 4.01(a), be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent in its capacity as paying agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, which were carried by Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) or 5.03(a), (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.08, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case case, on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d), in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly effected, payments attributable to the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any of the portion of the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) such term (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or the Securities Intermediary or from the Collateral Agent as provided in Section 4.01(a), be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes or portion of the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrued interest or distributions, which were carried by Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (d) In the case of any Corporate Unit with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) or 5.03(a), (2) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.08, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii) or (4) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d), in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly effected, payments attributable to the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interest in the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which that is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, Note forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (cb) Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to receive accrued and unpaid interest or distributions, and to accrued accrue future interest or distributions, which were carried by Applicable Ownership Interests in the Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate. (dc) In the case of any Corporate Unit with respect to which (1A) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) or 5.03(a)5.2 hereof, (2B) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.7 hereof, (3C) Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.05(b)(ii5.4(b)(ii) hereof, or (4D) a Collateral Substitution is properly effected pursuant to Section 3.13, in each case on a date that is after any Record Date and on or prior to or on the next succeeding Payment Date, interest in respect of on the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Cash Merger Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (ed) Except as otherwise expressly provided in Section 4.01(d)the immediately preceding paragraph, in the case of any Corporate Unit Units with respect to which Cash Settlement, Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to on the related Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Purchase Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s 's Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicableNotes.

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in Preferred Security, any Senior Deferrable Note or on the Treasury Portfolio (as specified in clause (ii) of the definition of appropriate Applicable Ownership Interest in of the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate PEPS Units Certificate (or one or more Predecessor Corporate PEPS Units Certificates) of which such Preferred Security, such Senior Deferrable Note or the appropriate Applicable Ownership Interest in Notes or Applicable Ownership Interests in of the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated, any such payment will be payable by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Each Corporate PEPS Units Certificate evidencing Preferred Securities, Senior Deferrable Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate PEPS Units Certificate shall carry the right to distributions accrued and unpaid interest or distributionsunpaid, and to accrued interest or distributionsaccrue distributions interest, which were carried by the Preferred Securities, Senior Deferrable Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio underlying such other Corporate PEPS Units Certificate. (d) . In the case of any Corporate Unit PEPS Units with respect to which (1) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b)(ix) 5.4 hereof, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.085.9 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant or with respect to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of distributions on the Preferred Securities, Senior Deferrable Notes underlying or on the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, underlying such Corporate PEPS Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date. (e) Except as otherwise expressly provided in Section 4.01(d), in the case of any Corporate Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution is properly effected, payments attributable to the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio, as applicable.,

Interest Payments; Rights to Interest Payments Preserved. (a) The Collateral Agent shall transfer all income and distributions (other than those described in Section 4.02(a)) received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes (if the Notes underlying Pledged Applicable Ownership Interests in Notes are registered in the name of the Collateral Agent), the Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account to the Purchase Contract Agent, according to transfer instructions to be provided by the Purchase Contract Agent to the Collateral Agent in writing, for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts, free and clear of the Pledge created hereby. (b) Any interest payment on any Note underlying Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of appropriate Applicable Ownership Interest in of the Treasury Portfolio) (in each case other than those described in Section 4.02(a)), as the case may be, which is paid in respect of on any Payment Date shall, subject to receipt thereof by the Purchase Contract Warrant Agent from the Company or from the Collateral Agent as provided in Section 4.01(a)by the terms of the Pledge Agreement, be paid on such Payment Date to the Person in whose name the Corporate Equity Units Certificate (or one or more Predecessor Corporate Equity Units Certificates) of which such Note or the appropriate Applicable Ownership Interest in Notes or Applicable Ownership Interests in of the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Payment Date. If the book-entry system for the Units has been terminated; provided, however, that if any such payment will be payable by check mailed is received on a day that is not a Business Day or after 11:00 a.m. (New York City time) on a Business Day, then the Warrant Agent shall use all commercially reasonable efforts to the address of the Person entitled thereto at deliver any such Person’s address as it appears payment not later than 10:30 a.m. (New York City time) on the Security Register, or, if such Person so requests and designates an account in writing to the Purchase Contract Agent at least five next succeeding Business Days prior to the relevant Payment Date, by wire transfer to such account. (c) Day. Each Corporate Equity Units Certificate evidencing Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Equity Units Certificate shall carry the right to interest accrued and unpaid interest or distributionsunpaid, and to accrued interest or distributionsaccrue interest, which were carried by the Notes or the appropriate Applicable Ownership Interests in Notes or Applicable Ownership Interests in Interest of the Treasury Portfolio underlying such other Corporate Equity Units Certificate. (d) . In the case of any Corporate Unit Equity Units with respect to which (1) Cash Settlement of the underlying Purchase Contract Warrant is properly effected pursuant to Section 5.02(b)(ix) 5.03 hereof, or 5.03(a), (2) with respect to which Early Settlement of the underlying Purchase Contract Warrant is properly effected pursuant to Section 5.085.08 hereof, (3) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant or with respect to Section 5.05(b)(ii) or (4) which a Collateral Substitution is properly effected pursuant to Section 3.13effected, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, interest in respect of distributions on the Notes underlying or on the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Equity Unit otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Settlement or Early Settlement or Collateral Substitution, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Warrant Agent, be payable to the Person in whose name the Corporate Equity Units Certificate (or one or more Predecessor Corporate Equity Units Certificates) was registered at the close of business on the Record Date. (e) . Except as otherwise expressly provided in Section 4.01(d)the immediately preceding sentence, in the case of any Corporate Equity Unit with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract Warrant is properly effected, or with respect to which a Collateral Substitution is properly has been effected, payments attributable to distributions on the related Notes underlying or the appropriate Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in Interest of the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the applicable Warrant Settlement Date or the date of the Early Settlement Date or Collateral Substitution, as the case may be, Substitution shall not be payable hereunder to the Holder of such Corporate Equity Units; provided, however, that to the extent that such Holder continues to hold Separate separated Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units's Equity Unit, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests separated Notes. The applicable Coupon Rate on the Notes on and after May 17, 2004 will be reset in the case of a Successful Initial Remarketing or a Successful Final Remarketing to the applicable Reset Rate (such Reset Rate to be in effect on and after the applicable Reset Effective Date). In the event of a Failed Final Remarketing, the applicable Coupon Rate on the Notes outstanding on and after the Warrant Settlement Date will be reset on the Warrant Settlement Date to the Reset Rate that will be equal to the Two-Year Benchmark Treasury Portfolioplus the Applicable Spread, provided that the Reset Rate will not be below the initial rate. On the applicable Reset Announcement Date the Reset Spread and the Two-Year Benchmark Treasury or Benchmark Treasury, as applicable, to be used to determine the Reset Rate will be announced by the Company, such announcement to be made by a customary method, as determined by the Company. On the Business Day immediately following the Reset Announcement Date, the holders of the Notes will be notified of such Reset Spread and Two-Year Benchmark Treasury or Benchmark Treasury, as applicable, by the Company. Such notice shall be sufficiently given to holders of the Notes if published in an Authorized Newspaper. In the case of (i) the first Initial Remarketing on the third Business Day prior to May 17, 2004 or the Final Remarketing, no later than 7 calendar days nor more than 15 calendar days prior to the Reset Announcement Date, and in the case of (ii) any Additional Remarketing, as soon as practical after the Company has been notified of an Additional Remarketing by the Remarketing Agent, the Company will request the Depositary or its nominee by first-class mail, postage prepaid, to notify the Beneficial Owners or Participants holding Equity Units or Treasury Equity Units of such Reset Announcement Date and, in the case of a Final Remarketing, the procedures to be followed by Holders of Equity Units who intend to effect a Cash Settlement on the fourth Business Day immediately preceding the Warrant Settlement Date.