Common use of Payments Prior to or on Stock Purchase Date Clause in Contracts

Payments Prior to or on Stock Purchase Date. (a) Except as provided in Section 5.03(c) and Section 6.05, if the Collateral Agent or the Custodial Agent, as the case may be, shall not have received from the Company, the Property Trustee or any of the Administrative Trustees notice of any Termination Event, all payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (i) the Pledged Notes and (ii) the Pledged Treasury Securities shall be held until the Stock Purchase Date and an amount thereof equal to the Purchase Price under the Stock Purchase Contracts shall be transferred to the Company on the Stock Purchase Date as provided in Section 2.2 of the Stock Purchase Contract Agreement in satisfaction of the Issuer Trust’s obligation to pay such Purchase Price. Any balance remaining in the Collateral Account shall be released from the Pledge and Transferred to the Paying Agent, free and clear of the Pledge created thereby. The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any payments received under this Section 5.03(a) (which, for purpose of confirmation, includes the excess Proceeds received under Section 6.05(b)) shall be invested; provided that if the Company fails to deliver such instructions by 10:30 A.M. (New York City time) on the day such payments are received by the Collateral Agent, the Collateral Agent shall invest such payments in the Permitted Investments as described in clause (6) of the definition of Permitted Investments. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.03 (which, for purpose of confirmation, includes acting or omitting to act under Section 6.05(b) in respect of excess Proceeds referred to therein) pursuant to any direction of the Company or any investment in Permitted Investments as described in clause (6) of the definition of Permitted Investments as provided herein and neither the Collateral Agent nor the Securities Intermediary shall in any way be liable for the selection of Permitted Investments or by reason of any insufficiency in the Collateral Account resulting from any loss on any Permitted Investment included therein. (b) All payments of principal received by the Custodial Agent in respect of the Custody Notes shall be transferred to the Paying Agent. (c) All payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (1) the Pledged Notes and (2) the Pledged Treasury Securities or security entitlements thereto, that, in each case, have been released from the Pledge pursuant hereto (other than Pledged Notes that upon such release shall have become Custody Notes in accordance with Section 6.03) shall be transferred to or in accordance with the written instructions of the Paying Agent.

Payments Prior to or on Stock Purchase Date. (a) Except Subject to the provisions of Section 5.06, and except as provided in Section 5.03(c3.03(b) and Section 6.053.03(c) below, if the Collateral Agent or the Custodial Agent, as the case may be, no Termination Event shall not have received from the Company, the Property Trustee or any of the Administrative Trustees notice of any Termination Event, occurred, (b) all payments of liquidation amounts or principal received by the Collateral Agent or the Securities Intermediary in respect of (ix) the Pledged Notes Series A Trust Preferred Securities and (iiy) the Pledged Series A Treasury Securities shall be held in the Series A Collateral Account and invested in Permitted Investments until the Initial Stock Purchase Date Date; (c) the Pledged Series A Trust Preferred Securities and an amount thereof equal to the Purchase Price under the Stock Purchase Contracts Pledged Series A Treasury Securities shall be transferred to the Company on the Initial Stock Purchase Date as provided in Section 2.2 of the Stock Purchase Contract Agreement in satisfaction of the Issuer Trust’s obligation to pay such Purchase Price5.07 hereof. Any balance remaining in the Series A Collateral Account on the Initial Stock Purchase Date shall be released from the Pledge by the Collateral Agent, and Transferred the Collateral Agent shall instruct the Securities Intermediary to, and the Securities Intermediary shall, Transfer to the Paying AgentStock Purchase Contract Agent such balance for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge created thereby; (d) all payments of liquidation amounts or principal received by the Securities Intermediary in respect of (x) the Pledged Series B Trust Preferred Securities and (y) the Pledged Series B Treasury Securities shall be held in the Series B Collateral Account and invested in Permitted Investments until the Subsequent Stock Purchase Date; (e) the Pledged Series B Trust Preferred Securities and the Pledged Series B Treasury Securities shall be transferred to the Company on the Subsequent Stock Purchase Date as provided in Section 5.07 hereof. Any balance remaining in the Series B Collateral Account on the Subsequent Stock Purchase Date shall be released from the Pledge by the Collateral Agent, and the Collateral Agent shall instruct the Securities Intermediary to, and the Securities Intermediary shall, Transfer to the Stock Purchase Contract Agent such balance for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge created thereby; (f) The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any payments received made under this Section 5.03(a) (which, for purpose of confirmation, includes the excess Proceeds received under Section 6.05(b)3.03(a) shall be invested; provided provided, however, that if the Company fails to deliver such instructions by 10:30 A.M. a.m. (New York City time) on the day such payments are received by the Collateral Agent, the Collateral Agent shall invest such payments in the Permitted Investments as described in clause (6) of the definition of Permitted Investments. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.03 (which, for purpose of confirmation, includes acting or omitting to act under Section 6.05(b) in respect of excess Proceeds referred to therein) 3.03 pursuant to any direction of the Company or any investment in Permitted Investments as described in clause (6) of the definition of Permitted Investments as provided herein and neither the Collateral Agent nor the Securities Intermediary shall in any way be liable for the selection of Permitted Investments or by reason of any insufficiency in the a Collateral Account resulting from any loss on any Permitted Investment included therein. (bg) All payments of liquidation amounts or principal received by the Custodial Agent in respect of the Custody Notes shall be transferred to the Paying Agent. (c) All payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (1) the Pledged Notes Trust Preferred Securities and (2) the Pledged Treasury Securities or security entitlements thereto, that, in each case, have been released from the a Pledge pursuant hereto (other than Pledged Notes that upon such release shall have become Custody Notes in accordance with Section 6.03) shall be transferred to or the Stock Purchase Contract Agent for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests. (h) In the written instructions event of a Failed Remarketing (other than a Final Failed Remarketing) with respect to the Series A Trust Preferred Securities, principal payments received by the Securities Intermediary in respect of the Paying AgentPledged Series A Treasury Securities shall be invested in Treasury Securities maturing on the next Applicable Remarketing Settlement Date for the Series A Trust Preferred Securities in a principal amount equal to the aggregate stated amount of the related Stripped Common Equity Units, which Treasury Securities shall be considered Pledged Series A Treasury Securities for the purpose of this Agreement. The Collateral Agent shall remit any remaining funds, after application of principal payments received in respect of Series A Treasury Securities to purchase new Series A Treasury Securities, to the Stock Purchase Contract Agent who shall remit such funds to the Holders of the related Stripped Common Equity Units on a pro rata basis.

Payments Prior to or on Stock Purchase Date. (a) Except as provided in Section 5.03(c) and Section 6.05, if the Collateral Agent or the Custodial Agent, as the case may be, shall not have received from the Company, the Property Trustee or any of the Administrative Trustees notice of any Termination EventEvent or notice of the termination of the Stock Purchase Contracts upon the redemption of all the Notes by the Company prior to the Stock Purchase Date in accordance with the Indenture, all payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (i) the Pledged Notes or the Deposit and (ii) the Pledged Treasury Securities shall be held until the Stock Purchase Date and an amount thereof equal to the Purchase Price under the Stock Purchase Contracts shall be transferred to the Company on the Stock Purchase Date as provided in Section 2.2 of the Stock Purchase Contract Agreement in satisfaction of the Issuer Trust’s obligation to pay such Purchase Price. Any balance remaining in the Collateral Account shall be released from the Pledge and Transferred to the Paying Agent, free and clear of the Pledge created thereby. The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any payments received under this Section 5.03(a) (which, for purpose of confirmation, includes the excess Proceeds received under Section 6.05(b)) shall be invested; provided provided, however, that if the Company fails to deliver such instructions by 10:30 A.M. (New York City time) on the day such payments are received by the Collateral Agent, the Collateral Agent shall invest such payments in the Permitted Investments as described in clause (6) of the definition of Permitted Investments. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.03 (which, for purpose of confirmation, includes acting or omitting to act under Section 6.05(b) in respect of excess Proceeds referred to therein) pursuant to any direction of the Company or any investment in Permitted Investments as described in clause (6) of the definition of Permitted Investments as provided herein and neither the Collateral Agent nor the Securities Intermediary shall in any way be liable for the selection of Permitted Investments or by reason of any insufficiency in the Collateral Account resulting from any loss on any Permitted Investment included therein. (b) All payments of principal received by the Custodial Agent in respect of the Custody Notes shall be transferred to the Paying Agent. (c) All payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (1) the Pledged Notes and (2) the Pledged Treasury Securities or security entitlements thereto, that, in each case, have been released from the Pledge pursuant hereto (other than Pledged Notes that upon such release shall have become Custody Notes in accordance with Section 6.03) shall be transferred to or in accordance with the written instructions of the Paying Agent.

Payments Prior to or on Stock Purchase Date. (a) Except as provided in Section 5.03(cSections 3.3(b), 3.3(c) and Section 6.055.5 below, if the Collateral Agent or the Custodial Agent, as the case may be, no Termination Event shall not have received from the Company, the Property Trustee or any of the Administrative Trustees notice of any Termination Eventoccurred, all payments of liquidation amounts or principal received by the Collateral Agent or the Securities Intermediary in respect of (i1) the Remarketing of the Pledged Notes Trust Preferred Securities and (ii2) the Pledged Treasury Securities Securities, shall be held and invested in Permitted Investments selected by the Company until the Stock Purchase Date Date, and an amount thereof equal to the Purchase Price under the Stock Purchase Contracts shall be transferred to the Company on the Stock Purchase Date as provided in Section 2.2 of the Stock Purchase Contract Agreement in satisfaction of the Issuer Trust’s obligation to pay such Purchase Price5.7 hereof. Any balance remaining in the Collateral Account shall be released from the Pledge and Transferred transferred to the Paying AgentStock Purchase Contract Agent for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge created thereby. The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any payments received made under this Section 5.03(a) (which, for purpose of confirmation, includes the excess Proceeds received under Section 6.05(b)3.3(a) shall be invested; provided that if the Company fails to deliver such instructions by 10:30 A.M. (New York City time) on the day such payments are received by the Collateral Agent, the Collateral Agent shall invest such payments in the Permitted Investments as described in clause (6) of the definition of Permitted Investments. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.03 (which, for purpose of confirmation, includes acting or omitting to act under Section 6.05(b) in respect of excess Proceeds referred to therein) 3.3 pursuant to any direction of the Company or any investment in Permitted Investments as described in clause (6) of the definition of Permitted Investments as provided herein and neither the Collateral Agent nor the Securities Intermediary shall in any way be liable for the selection of Permitted Investments or by reason of any insufficiency in the Collateral Account resulting from any loss on any Permitted Investment included therein. (b) All payments of liquidation amounts or principal received by the Custodial Agent in respect of the Custody Notes shall be transferred to the Paying Agent. (c) All payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (1) the Pledged Notes Trust Preferred Securities and (2) the Pledged Qualifying Treasury Securities or security entitlements Security Entitlements thereto, that, in each case, have been released from the Pledge pursuant hereto (other than Pledged Notes that upon such release shall have become Custody Notes in accordance with Section 6.03) shall be transferred to or the Stock Purchase Contract Agent for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests. (c) In the written instructions event that a Remarketing is not Successful, principal payments received by the Securities Intermediary in respect of the Paying AgentPledged Treasury Securities shall be invested in Qualifying Treasury Securities maturing at least one business day prior to the next Quarterly Date in a principal amount equal to the aggregate stated amount of the related Treasury MCAPS, which Qualifying Treasury Securities shall be considered Pledged Treasury Securities for the purpose of this Agreement. The Collateral Agent shall remit any remaining funds, after application of principal payments received in respect of Qualifying Treasury Securities to purchase new Qualifying Treasury Securities, to the Stock Purchase Contract Agent who shall remit such funds to the holders of the related Treasury MCAPS on a pro rata basis.

Payments Prior to or on Stock Purchase Date. (a) Except as provided in Section 5.03(c) and Section 6.05, if the Collateral Agent or the Custodial Agent, as the case may be, shall not have received from the CompanyCorporation, the Property Trustee or any of the Administrative Regular Trustees notice of any Termination Event, all payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (i) the Pledged Notes and (ii) the Pledged Treasury Securities shall be held until the Stock Purchase Date and an amount thereof equal to the Purchase Price under the Stock Purchase Contracts shall be transferred to the Company Corporation on the Stock Purchase Date as provided in Section 2.2 of the Stock Purchase Contract Agreement in satisfaction of the Issuer Trust’s obligation to pay such Purchase Price. Any balance remaining in the Collateral Account shall be released from the Pledge and Transferred to the Paying Agent, free and clear of the Pledge created thereby. The Company Corporation shall instruct the Collateral Agent in writing as to the Permitted Investments in which any payments received under this Section 5.03(a) (which, for purpose of confirmation, includes the excess Proceeds received under Section 6.05(b)) shall be invested; provided that if the Company Corporation fails to deliver such instructions by 10:30 A.M. (New York City time) on the day such payments are received by the Collateral Agent, the Collateral Agent shall invest such payments in the Permitted Investments as described in clause (6) of the definition of Permitted Investments. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company Corporation to provide timely written investment direction. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.03 (which, for purpose of confirmation, includes acting or omitting to act under Section 6.05(b) in respect of excess Proceeds referred to therein) pursuant to any direction of the Company Corporation or any investment in Permitted Investments as described in clause (6) of the definition of Permitted Investments as provided herein and neither the Collateral Agent nor the Securities Intermediary shall in any way be liable for the selection of Permitted Investments or by reason of any insufficiency in the Collateral Account resulting from any loss on any Permitted Investment included therein. (b) All payments of principal received by the Custodial Agent in respect of the Custody Notes shall be transferred to the Paying Agent. (c) All payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (1i) the Pledged Notes and (2ii) the Pledged Treasury Securities or security entitlements thereto, that, in each case, have been released from the Pledge pursuant hereto (other than Pledged Notes that upon such release shall have become Custody Notes in accordance with Section 6.03) shall be transferred to or in accordance with the written instructions of the Paying Agent.

Payments Prior to or on Stock Purchase Date. (a) Except as provided in Section 5.03(c) and Section 6.05, if the Collateral Agent or the Custodial Agent, as the case may be, shall not have received from the Company, the Property Trustee or any of the Administrative Trustees notice of any Termination Event, all payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (i) the Pledged Notes and (ii) the Pledged Treasury Securities shall be held until the Stock Purchase Date and an amount thereof equal to the Purchase Price under the Stock Purchase Contracts shall be transferred to the Company on the Stock Purchase Date as provided in Section 2.2 of the Stock Purchase Contract Agreement in satisfaction of the Issuer Trust’s obligation to pay such Purchase Price. Any balance remaining in the Collateral Account shall be released from the Pledge and Transferred to the Paying Agent, free and clear of the Pledge created thereby. The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any payments received under this Section 5.03(a) (which, for purpose of confirmation, includes the excess Proceeds received under Section 6.05(b)) shall be invested; provided that if the Company fails to deliver such instructions by 10:30 A.M. (New York City time) on the day such payments are received by the Collateral Agent, the Collateral Agent shall invest such payments in the Permitted Investments as described in clause (6) of the definition of Permitted Investments. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.03 (which, for purpose of confirmation, includes acting or omitting to act under Section 6.05(b) in respect of excess Proceeds referred to therein) pursuant to any direction of the Company or any investment in Permitted Investments as described in clause (6) of the definition of Permitted Investments as provided herein and neither the Collateral Agent nor the Securities Intermediary shall in any way be liable for the selection of Permitted Investments or by reason of any insufficiency in the Collateral Account resulting from any loss on any Permitted Investment included therein. (b) All payments of principal received by the Custodial Agent in respect of the Custody Notes shall be transferred to the Paying Agent. (c) All payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (1) the Pledged Notes and (2) the Pledged Treasury Securities or security entitlements thereto, that, in each case, have been released from the Pledge pursuant hereto (other than Pledged Notes that upon such release shall have become Custody Notes in accordance with Section 6.03) shall be transferred to or in accordance with the written instructions of the Paying Agent.

Payments Prior to or on Stock Purchase Date. (a) Except Subject to the provisions of Sections 5.7 and 5.8, and except as provided in Section 5.03(c3.3(b) and Section 6.053.3(c) below, if the Collateral Agent or the Custodial Agent, as the case may be, no Termination Event shall not have received from the Company, the Property Trustee or any of the Administrative Trustees notice of any Termination Event, occurred, (i) all payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (ix) the Pledged Notes Series C Debt Securities and (iiy) the Pledged Series C Treasury Securities shall be held in the Series C Collateral Account and invested in Permitted Investments until the First Stock Purchase Date Date; (ii) the proceeds of the Pledged Series C Debt Securities and an amount thereof equal to the Purchase Price under the Stock Purchase Contracts Pledged Series C Treasury Securities shall be transferred to the Company on the First Stock Purchase Date as provided in Section 2.2 of the Stock Purchase Contract Agreement in satisfaction of the Issuer Trust’s obligation to pay such Purchase Price5.9. Any balance remaining in the Series C Collateral Account on the First Stock Purchase Date shall be released from the Pledge by the Collateral Agent, and Transferred the Collateral Agent shall instruct the Securities Intermediary to, and the Securities Intermediary shall, Transfer to the Paying AgentStock Purchase Contract Agent such balance for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge created thereby; (iii) all payments of principal received by the Securities Intermediary in respect of (x) the Pledged Series D Debt Securities and (y) the Pledged Series D Treasury Securities shall be held in the Series D Collateral Accounts and invested in Permitted Investments until the Second Stock Purchase Date; (iv) the proceeds of the Pledged Series D Debt Securities and the Pledged Series D Treasury Securities shall be transferred to the Company on the Second Stock Purchase Date as provided in Section 5.9. Any balance remaining in the Series D Collateral Account on the Second Stock Purchase Date shall be released from the Pledge by the Collateral Agent, and the Collateral Agent shall instruct the Securities Intermediary to, and the Securities Intermediary shall, Transfer to the Stock Purchase Contract Agent such balance for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge created thereby; (v) all payments of principal received by the Securities Intermediary in respect of (x) the Pledged Series E Debt Securities and (y) the Pledged Series E Treasury Securities shall be held in the Series E Collateral Accounts and invested in Permitted Investments until the Third Stock Purchase Date; and (vi) the proceeds of the Pledged Series E Debt Securities and the Pledged Series E Treasury Securities shall be transferred to the Company on the Third Stock Purchase Date as provided in Section 5.9. Any balance remaining in the Series E Collateral Accounts on the Third Stock Purchase Date shall be released from the Pledge by the Collateral Agent, and the Collateral Agent shall instruct the Securities Intermediary to, and the Securities Intermediary shall, Transfer to the Stock Purchase Contract Agent such balance for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge created thereby. (b) The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any payments received under this Section 5.03(a) (which, for purpose of confirmation, includes the excess Proceeds made or funds received under Section 6.05(b)) 3.3, Section 5.6, Section 5.9 or any other provisions hereof shall be invested; provided that if invested and as to the Company fails to deliver such instructions by 10:30 A.M. (New York City time) on the day such payments are received by the Collateral Agent, the Collateral Agent shall invest such payments in the Permitted Investments as described in clause (6) of the definition of Permitted Investmentsliquidation thereof. The Collateral Agent shall have no liability in respect obligation to invest such payments or funds if deposited with the Collateral Agent after 10:30 a.m. (E.S.T.) on such day of losses incurred deposit. Instructions received after 10:30 a.m.(E.S.T.) will be treated as a result of if received on the failure of the Company to provide timely written investment directionfollowing Business Day. The Collateral Agent may conclusively rely shall have no responsibility for any investment losses resulting from the investment or liquidation of any Permitted Investment. Any interest or other income received on such investment shall become part of the applicable account and any losses incurred on such investment shall be debited against the applicable account. If a selection is not made and a written direction and not given to the Collateral Agent, the payments shall bear remain uninvested with no liability for any loss interest therein. It is agreed and understood that the entity serving as Collateral Agent may earn fees associated with the Permitted Investments in accordance with the terms of such investments. In no event shall the Collateral Agent be deemed an investment manager or other damage based on acting or omitting to act under this Section 5.03 (which, for purpose of confirmation, includes acting or omitting to act under Section 6.05(b) adviser in respect of excess Proceeds referred to therein) pursuant to any direction selection of the Company or any investment in Permitted Investments as described in clause (6) of the definition of Permitted Investments as provided herein investments hereunder. It is understood and neither agreed that the Collateral Agent nor the Securities Intermediary shall in any way or its affiliates are permitted to receive additional compensation that could be liable for the selection of Permitted Investments or by reason of any insufficiency deemed to be in the Collateral Account resulting from any loss on any Permitted Investment included therein. Agent’s economic self-interest for (b1) All payments of principal received by the Custodial Agent in serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the Custody Notes shall be transferred investments, (2) using affiliates to the Paying Agenteffect transactions in certain investments and (3) effecting transactions in investments. (c) All payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (1) the Pledged Notes Debt Securities and (2) the Pledged Treasury Securities or security entitlements thereto, that, in each case, have been released from the a Pledge pursuant hereto (other than Pledged Notes that upon such release shall have become Custody Notes in accordance with Section 6.03) shall be transferred to or the Stock Purchase Contract Agent for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests. (d) In the written instructions event of a Failed Remarketing (other than a Final Failed Remarketing) with respect to the Series C Debt Securities, principal payments received by the Securities Intermediary in respect of the Paying AgentPledged Series C Treasury Securities shall be invested in Permitted Investments in a principal amount equal to the aggregate stated amount of the related Stock Purchase Contracts, which Permitted Investments shall be considered Pledged Series C Treasury Securities for the purpose of this Agreement. The Collateral Agent shall remit any remaining funds, after application of principal payments received in respect of Series C Treasury Securities to purchase Permitted Investments, to the Stock Purchase Contract Agent who shall remit such funds to the Holders of the related Stripped Common Equity Units on a pro rata basis. (e) In the event of a Failed Remarketing (other than a Final Failed Remarketing) with respect to the Series D Debt Securities, principal payments received by the Securities Intermediary in respect of the Pledged Series D Treasury Securities shall be invested in Permitted Investments in a principal amount equal to the aggregate stated amount of the related Stock Purchase Contracts, which Permitted Investments shall be considered Pledged Series D Treasury Securities for the purpose of this Agreement. The Collateral Agent shall remit any remaining funds, after application of principal payments received in respect of Series D Treasury Securities to purchase Permitted Investments, to the Stock Purchase Contract Agent who shall remit such funds to the Holders of the related Stripped Common Equity Units on a pro rata basis. (f) In the event of a Failed Remarketing (other than a Final Failed Remarketing) with respect to the Series E Debt Securities, principal payments received by the Securities Intermediary in respect of the Pledged Series E Treasury Securities shall be invested in Permitted Investments in a principal amount equal to the aggregate stated amount of the related Stock Purchase Contracts, which Permitted Investments shall be considered Pledged Series E Treasury Securities for the purpose of this Agreement. The Collateral Agent shall remit any remaining funds, after application of principal payments received in respect of Series E Treasury Securities to purchase Permitted Investments, to the Stock Purchase Contract Agent who shall remit such funds to the Holders of the related Stripped Common Equity Units on a pro rata basis.

Payments Prior to or on Stock Purchase Date. (a) Except as provided in Section 5.03(c) and Section 6.05, if the Collateral Agent or the Custodial Agent, as the case may be, shall not have received from the Company, the Property Trustee or any of the Administrative Trustees notice of any Termination EventEvent or notice of the termination of the Stock Purchase Contracts upon the redemption of all the Junior Subordinated Debentures by the Company prior to the Stock Purchase Date in accordance with the Indenture, all payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (i) the Pledged Notes Junior Subordinated Debentures and (ii) the Pledged Treasury Securities shall be held until the Stock Purchase Date and an amount thereof equal to the Purchase Price under the Stock Purchase Contracts shall be transferred to the Company on the Stock Purchase Date as provided in Section 2.2 of the Stock Purchase Contract Agreement in satisfaction of the Issuer Trust’s obligation to pay such Purchase Price. Any balance remaining in the Collateral Account shall be released from the Pledge and Transferred to the Paying Agent, free and clear of the Pledge created therebythereby for payment in accordance with the terms of the Trust Agreement. The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any payments received under this Section 5.03(a) (which, for purpose of confirmation, includes the excess Proceeds received under Section 6.05(b)) shall be invested; provided provided, however, that if the Company fails to deliver such instructions by 10:30 A.M. (New York City time) on the day such payments are received by the Collateral Agent, the Collateral Agent shall invest such payments in the Permitted Investments as described in clause (6) of the definition of Permitted Investments. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.03 (which, for purpose of confirmation, includes acting or omitting to act under Section 6.05(b) in respect of excess Proceeds referred to therein) pursuant to any direction of the Company or any investment in Permitted Investments as described in clause (6) of the definition of Permitted Investments as provided herein and neither the Collateral Agent nor the Securities Intermediary shall in any way be liable for the selection of Permitted Investments or by reason of any insufficiency in the Collateral Account resulting from any loss on any Permitted Investment included therein. (b) All payments of principal received by the Custodial Agent in respect of the Custody Notes Junior Subordinated Debentures shall be transferred to the Paying Agent. (c) All payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (1) the Pledged Notes Junior Subordinated Debentures and (2) the Pledged Treasury Securities or security entitlements thereto, that, in each case, have been released from the Pledge pursuant hereto (other than Pledged Notes Junior Subordinated Debentures that upon such release shall have become Custody Notes Junior Subordinated Debentures in accordance with Section 6.03) shall be transferred to or in accordance with the written instructions of the Paying Agent.

Payments Prior to or on Stock Purchase Date. (a) Except as provided in Section 5.03(c) and Section 6.05, if the Collateral Agent or the Custodial Agent, as the case may be, shall not have received from the Company, the Property Trustee or any of the Administrative Trustees notice of any Termination EventEvent or notice of the termination of the Stock Purchase Contracts upon the redemption of all the Notes by the Company prior to the Stock Purchase Date in accordance with the Indenture, all payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (i) the Pledged Notes or the National City Bank Deposit and (ii) the Pledged Treasury Securities shall be held until the Stock Purchase Date and an amount thereof equal to the Purchase Price under the Stock Purchase Contracts shall be transferred to the Company on the Stock Purchase Date as provided in Section 2.2 of the Stock Purchase Contract Agreement in satisfaction of the Issuer Trust’s obligation to pay such Purchase Price. Any balance remaining in the Collateral Account shall be released from the Pledge and Transferred to the Paying Agent, free and clear of the Pledge created thereby. The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any payments received under this Section 5.03(a) (which, for purpose of confirmation, includes the excess Proceeds received under Section 6.05(b)) shall be invested; provided provided, however, that if the Company fails to deliver such instructions by 10:30 A.M. (New York City time) on the day such payments are received by the Collateral Agent, the Collateral Agent shall invest such payments in the Permitted Investments as described in clause (6) of the definition of Permitted Investments. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.03 (which, for purpose of confirmation, includes acting or omitting to act under Section 6.05(b) in respect of excess Proceeds referred to therein) pursuant to any direction of the Company or any investment in Permitted Investments as described in clause (6) of the definition of Permitted Investments as provided herein and neither the Collateral Agent nor the Securities Intermediary shall in any way be liable for the selection of Permitted Investments or by reason of any insufficiency in the Collateral Account resulting from any loss on any Permitted Investment included therein. (b) All payments of principal received by the Custodial Agent in respect of the Custody Notes shall be transferred to the Paying Agent. (c) All payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (1) the Pledged Notes and (2) the Pledged Treasury Securities or security entitlements thereto, that, in each case, have been released from the Pledge pursuant hereto (other than Pledged Notes that upon such release shall have become Custody Notes in accordance with Section 6.03) shall be transferred to or in accordance with the written instructions of the Paying Agent.

Payments Prior to or on Stock Purchase Date. (a) Except as provided in Section 5.03(c) and Section 6.05, if the Collateral Agent or the Custodial Agent, as the case may be, shall not have received from the Company, the Property Trustee or any of the Administrative Trustees notice of any Termination Event, all payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (i) the Pledged Notes and (ii) the Pledged Treasury Securities shall be held until the Stock Purchase Date and an amount thereof equal to the Purchase Price under the Stock Purchase Contracts shall be transferred to the Company on the Stock Purchase Date as provided in Section 2.2 2.1 of the Stock Purchase Contract Agreement in satisfaction of the Issuer Trust’s obligation to pay such Purchase Price. Any balance remaining in the Collateral Account shall be released from the Pledge and Transferred to the Paying Agent, free and clear of the Pledge created thereby. The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any payments received under this Section 5.03(a) (which, for purpose of confirmation, includes the excess Proceeds received under Section 6.05(b)) shall be invested; provided that if the Company fails to deliver such instructions by 10:30 A.M. a.m. (New York City time) on the day such payments are received by the Collateral Agent, the Collateral Agent shall invest such payments in the Permitted Investments as described in clause (67) of the definition of Permitted Investments. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.03 (which, for purpose of confirmation, includes acting or omitting to act under Section 6.05(b) in respect of excess Proceeds referred to therein) pursuant to any direction of the Company or any investment in Permitted Investments as described in clause (67) of the definition of Permitted Investments as provided herein and neither the Collateral Agent nor the Securities Intermediary shall in any way be liable for the selection of Permitted Investments or by reason of any insufficiency in the Collateral Account resulting from any loss on any Permitted Investment included therein. (b) All payments of principal received by the Custodial Agent in respect of the Custody Notes shall be transferred to the Paying Agent. (c) All payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (1) the Pledged Notes and (2) the Pledged Treasury Securities or security entitlements thereto, that, in each case, have been released from the Pledge pursuant hereto (other than Pledged Notes that upon such release shall have become Custody Notes in accordance with Section 6.03) shall be transferred to or in accordance with the written instructions of the Paying Agent.

Payments Prior to or on Stock Purchase Date. (a) Except as provided in Section 5.03(c) and Section 6.05, if the Collateral Agent or the Custodial Agent, as the case may be, shall not have received from the Company, the Property Trustee or any of the Administrative Trustees notice of any Termination Event, all payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (i) the Pledged Notes and (ii) the Pledged Treasury Securities shall be held until the Stock Purchase Date and an amount thereof equal to the Purchase Price under the Stock Purchase Contracts shall be transferred to the Company on the Stock Purchase Date as provided in Section 2.2 of the Stock Purchase Contract Agreement in satisfaction of the Issuer Trust’s obligation to pay such Purchase Price. Any balance remaining in the Collateral Account shall be released from the Pledge and Transferred to the Paying Agent, free and clear of the Pledge created thereby. The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any payments received under this Section 5.03(a) (which, for purpose of confirmation, includes the excess Proceeds received under Section 6.05(b)) shall be invested; provided that if the Company fails to deliver such instructions by 10:30 A.M. (New York City time) on the day such payments are received by the Collateral Agent, the Collateral Agent shall invest such payments in the Permitted Investments as described in clause (6) of the definition of Permitted Investments. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.03 (which, for purpose of confirmation, includes acting or omitting to act under Section 6.05(b) in respect of excess Proceeds referred to therein) pursuant to any direction of the Company or any investment in Permitted Investments as described in clause (6) of the definition of Permitted Investments as provided herein and neither the Collateral Agent nor the Securities Intermediary shall in any way be liable for the selection of Permitted Investments or by reason of any insufficiency in the Collateral Account resulting from any loss on any Permitted Investment included therein. (b) All payments of principal received by the Custodial Agent in respect of the Custody Notes shall be transferred to the Paying Agent.. Amended and Restated Collateral Agreement (c) All payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (1) the Pledged Notes and (2) the Pledged Treasury Securities or security entitlements thereto, that, in each case, have been released from the Pledge pursuant hereto (other than Pledged Notes that upon such release shall have become Custody Notes in accordance with Section 6.03) shall be transferred to or in accordance with the written instructions of the Paying Agent.

Payments Prior to or on Stock Purchase Date. (a) Except Subject to the provisions of Section 5.06, and except as provided in Section 5.03(c3.03(b) and Section 6.053.03(c) below, if the Collateral Agent or the Custodial Agent, as the case may be, no Termination Event shall not have received from the Company, the Property Trustee or any of the Administrative Trustees notice of any Termination Eventoccurred, all payments of liquidation amounts or principal received by the Collateral Agent or the Securities Intermediary in respect of (i1) the Pledged Notes STACKS and (ii2) the Pledged Treasury Securities Securities, shall be held and invested in Permitted Investments until the Stock Purchase Date Date, and an amount thereof equal to the Purchase Price under the Stock Purchase Contracts shall be transferred to the Company on the Stock Purchase Date as provided in Section 2.2 of the Stock Purchase Contract Agreement in satisfaction of the Issuer Trust’s obligation to pay such Purchase Price5.07 hereof. Any balance remaining in the Collateral Account shall be released from the Pledge and Transferred transferred to the Paying AgentStock Purchase Contract Agent for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge created thereby. The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any payments received made under this Section 5.03(a) (which, for purpose of confirmation, includes the excess Proceeds received under Section 6.05(b)3.03(a) shall be invested; provided provided, however, that if the Company fails to deliver such instructions by 10:30 A.M. a.m. (New York City time) on the day such payments are received by the Collateral Agent, the Collateral Agent shall invest such payments in the Permitted Investments as described in clause (6) of the definition of Permitted Investments. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.03 (which, for purpose of confirmation, includes acting or omitting to act under Section 6.05(b) in respect of excess Proceeds referred to therein) 3.03 pursuant to any direction of the Company or any investment in Permitted Investments as described in clause (6) of the definition of Permitted Investments as provided herein and neither the Collateral Agent nor the Securities Intermediary shall in any way be liable for the selection of Permitted Investments or by reason of any insufficiency in the Collateral Account resulting from any loss on any Permitted Investment included therein. (b) All payments of liquidation amounts or principal received by the Custodial Agent in respect of the Custody Notes shall be transferred to the Paying Agent. (c) All payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (1) the Pledged Notes STACKS and (2) the Pledged Treasury Securities or security entitlements thereto, that, in each case, have been released from the Pledge pursuant hereto (other than Pledged Notes that upon such release shall have become Custody Notes in accordance with Section 6.03) shall be transferred to or the Stock Purchase Contract Agent for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests. (c) In the written instructions event of a Failed Remarketing (other than the Failed Remarketing with respect to the August 15, 2008 Remarketing Settlement Date), principal payments received by the Securities Intermediary in respect of the Paying AgentPledged Treasury Securities shall be invested in Treasury Securities maturing on the next Applicable Remarketing Settlement Date in a principal amount equal to the aggregate stated amount of the related Stripped Common SPACES, which Treasury Securities shall be considered Pledged Treasury Securities for the purpose of this Agreement. The Collateral Agent shall remit any remaining funds, after application of principal payments received in respect of Treasury Securities to purchase new Treasury Securities, to the Stock Purchase Contract Agent who shall remit such funds to the holders of the related Stripped Common SPACES on a pro rata basis.

Payments Prior to or on Stock Purchase Date. (a) Except as provided in Section 5.03(c) and Section 6.05, if the Collateral Agent or the Custodial Agent, as the case may be, shall not have received from the Company, the Property Trustee or any of the Administrative Trustees notice of any Termination EventEvent or notice of the termination of the Stock Purchase Contracts upon the redemption of all the Notes by the Company prior to the Stock Purchase Date in accordance with the Indenture, all payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (i) the Pledged Notes or the Mellon Bank Deposit and (ii) the Pledged Treasury Securities shall be held until the Stock Purchase Date and an amount thereof equal to the Purchase Price under the Stock Purchase Contracts shall be transferred to the Company on the Stock Purchase Date as provided in Section 2.2 of the Stock Purchase Contract Agreement in satisfaction of the Issuer Trust’s obligation to pay such Purchase Price. Any balance remaining in the Collateral Account shall be released from the Pledge and Transferred to the Paying Agent, free and clear of the Pledge created thereby. The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any payments received under this Section 5.03(a) (which, for purpose of confirmation, includes the excess Proceeds received under Section 6.05(b)) shall be invested; provided provided, however, that if the Company fails to deliver such instructions by 10:30 A.M. (New York City time) on the day such payments are received by the Collateral Agent, the Collateral Agent shall invest such payments in the Permitted Investments as described in clause (6) of the definition of Permitted Investments. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.03 (which, for purpose of confirmation, includes acting or omitting to act under Section 6.05(b) in respect of excess Proceeds referred to therein) pursuant to any direction of the Company or any investment in Permitted Investments as described in clause (6) of the definition of Permitted Investments as provided herein and neither the Collateral Agent nor the Securities Intermediary shall in any way be liable for the selection of Permitted Investments or by reason of any insufficiency in the Collateral Account resulting from any loss on any Permitted Investment included therein. (b) All payments of principal received by the Custodial Agent in respect of the Custody Notes shall be transferred to the Paying Agent. (c) All payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (1) the Pledged Notes and (2) the Pledged Treasury Securities or security entitlements thereto, that, in each case, have been released from the Pledge pursuant hereto (other than Pledged Notes that upon such release shall have become Custody Notes in accordance with Section 6.03) shall be transferred to or in accordance with the written instructions of the Paying Agent.

Payments Prior to or on Stock Purchase Date. (a) Except Subject to the provisions of Section 5.6, and except as provided in Section 5.03(cSections 3.3(b) and Section 6.053.3(c), if the Collateral Agent or the Custodial Agent, as the case may be, no Termination Event shall not have received from the Company, the Property Trustee or any of the Administrative Trustees notice of any Termination Event, occurred, (i) all payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (ix) the Pledged Notes Debentures or any Pledged Treasury Portfolio and (iiy) the Pledged Treasury Securities shall be held in the Collateral Account and invested in Permitted Investments until the applicable Stock Purchase Date and an amount thereof equal Date; and (ii) as provided in Section 5.7, (x) the Pledged Debentures of each series shall be transferred to the Purchase Price under Company or upon the order of the Company on the applicable Stock Purchase Contracts Date, to the Remarketing Agent, on the applicable Remarketing Settlement Date, and (y) with respect to each Treasury Unit or Corporate Unit as to which the Holder has elected to effect a Settlement with Cash, $25 in cash shall be transferred to the Company on the applicable Stock Purchase Date as provided in Section 2.2 of the Stock Purchase Contract Agreement in satisfaction of the Issuer Trust’s obligation to pay such Purchase PriceDate. Any balance cash or Permitted Investments remaining in the Collateral Account on the applicable Stock Purchase Date shall be released from the Pledge by the Collateral Agent, and Transferred the Collateral Agent shall instruct the Securities Intermediary to, and the Securities Intermediary shall, Transfer to the Paying AgentPurchase Contract Agent such balance for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge created thereby. ; (b) The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any payments received under this Section 5.03(a) (which, for purpose of confirmation, includes the excess Proceeds received made under Section 6.05(b)3.3(a) shall be invested; provided provided, however, that if the Company fails to deliver such instructions by 10:30 A.M. a.m. (New York City time) on the day such payments are received by the Collateral Agent, the Collateral Agent shall invest such payments in the Permitted Investments as described in clause (6vi) of the definition of Permitted Investments. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.03 (which, for purpose of confirmation, includes acting or omitting to act under Section 6.05(b) in respect of excess Proceeds referred to therein) 3.3 pursuant to any direction of the Company or any investment in Permitted Investments as described in clause (6) of the definition of Permitted Investments as provided herein and neither the Collateral Agent nor the Securities Intermediary shall in any way be liable for the selection of Permitted Investments or by reason of any insufficiency in the a Collateral Account resulting from any loss on any Permitted Investment included therein. (b) All payments of principal received by the Custodial Agent in respect of the Custody Notes shall be transferred to the Paying Agent. (c) All payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (1) the Pledged Notes Debentures and (2) the Pledged Qualifying Treasury Securities or security entitlements thereto, that, in each case, have been released from the a Pledge pursuant hereto (other than Pledged Notes that upon such release shall have become Custody Notes in accordance with Section 6.03) shall be transferred to or the Purchase Contract Agent for the benefit of the applicable Holders for distribution to such Holders in accordance with the written instructions of the Paying Agenttheir respective interests.