Common use of Rights and Remedies of the Collateral Agent Clause in Contracts

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” hereunder and the Collateral Agent shall, for the benefit of the Company, have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, the Collateral Agent is hereby irrevocably authorized to receive, collect and apply to the satisfaction of the Obligations all payments with respect to (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury Portfolio, subject, in each case, to the provisions of this Agreement, and as otherwise provided herein. (d) The Purchase Contract Agent and each Holder agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of such Holder, shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Sections 5.5 and 5.7 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.1(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying [Pledged Preferred Securities,] [Pledged Treasury Securities] or the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term)] Pledged Notes[, as the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio case may be,] in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2) sale of the Notes underlying [Pledged Preferred Securities,] [Pledged Treasury Securities] or the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term)] Pledged Notes[, as the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio case may be] in one or more public or private salessales and application of the proceeds in full satisfaction of the Holders' obligations under the Purchase Contracts. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) [the Notes underlying Pledged appropriate Applicable Ownership Interests Interest (as specified in Notes clause (other than any interest payments thereon), (iiA) Pledged Applicable Ownership Interests of the definition of such term) in the Treasury Portfolio, or (iii) the on account of ] principal payments of any Pledged Treasury Securities as provided in this Agreement Section 3 hereof, in satisfaction of the Obligations of the Holder of [the SPC Units (if a Tax Event Redemption has occurred) of which such Notes underlying Pledged appropriate Applicable Ownership Interests Interest (as specified in Notes, clause (A) of the definition of such Pledged Applicable Ownership Interests term) in the Treasury Portfolio or or] the Holder of the Treasury SPC Units of which such Pledged Treasury Securities are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as applicable, and such Obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying liquidation amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Preferred Securities, (ii) the Pledged Treasury Securities and (iii) principal amount of the Pledged Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, (iii) the principal amount of the Pledged Notes and (iv) the principal amount of the Pledged Treasury Securities subject, in each case, to the provisions of this AgreementSection 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent individually and as attorney-in-fact for each Holder of Securities, and each Holder of Securities agrees that, from time to time, upon the written request of the Collateral Agent, or the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.07 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.01(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Senior Notes, Pledged Treasury Securities or the applicable Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Treasury Securities or the applicable Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying applicable Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article 3 hereof, in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying applicable Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities Securities, as applicable, are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Senior Notes, (ii) the principal amount of the Pledged Treasury Securities and (iii) the principal amount of the Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, subject, in each case, to the provisions of this AgreementArticle 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder of Units agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own grossly negligent acts, its own grossly negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 6.04 or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b8.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Trades Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, or the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ Issuer Trust’s or the Property Trustee’s obligations under the Stock Purchase Contracts and the Stock Purchase Contract Agreement and/or or (2) sale of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, or the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private salessales as permitted by applicable law. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent Company is unable to make payments from amounts transferred or transferable to the Company on account of Proceeds the principal payments of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement Article V, in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are a part Issuer Trust under the related Stock Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Trades Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than principal amount of, and any interest payments thereon)on, the Pledged Notes and (ii) the principal amount of, and any interest on, the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury PortfolioSecurities, subject, in each case, to the provisions of this AgreementArticle V, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder Property Trustee agrees that, from time to time, upon the written request of the Company or the Collateral AgentAgent (acting upon the request of the Company), the Purchase Contract Agent, on behalf of such Holder, Property Trustee shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder; provided that, in no event shall the Property Trustee be responsible for the preparation (other than execution upon the request of the Company) or filing of any financing or continuation statements. The Purchase Contract Agent In the absence of bad faith, the Property Trustee shall have no liability to any Holder the Company or the Collateral Agent (acting upon the request of the Company) for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the request of the Company) hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.07 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.01(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Senior Notes, Pledged Treasury Securities or the applicable Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Treasury Securities or the applicable Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying applicable Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article 3 hereof, in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying applicable Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities Securities, as applicable, are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Senior Notes, (ii) the principal amount of the Pledged Treasury Securities and (iii) the principal amount of the Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, subject, in each case, to the provisions of this AgreementArticle 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder of Units agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own grossly negligent acts, its own grossly negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunderunder the Purchase Contracts, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private sales, in each case at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying any Pledged Treasury Consideration, Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in Interest of the Treasury Portfolio, Portfolio or (iii) the Pledged Treasury Securities as provided in this Agreement Article III hereof in satisfaction of the Obligations obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are Consideration or Pledged Treasury Securities, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” hereunder default under the Purchase Contracts and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Treasury Securities, Pledged Applicable Ownership Interests in Notes, Interest of the Treasury Portfolio or Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury PortfolioConsideration, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of, or interest on, the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Notes, or (ii) the principal amount of, or interest (if any) on, the Pledged Treasury Securities and (iii) the Consideration, Pledged Applicable Ownership Interests in Interest of the Treasury PortfolioPortfolio or Pledged Treasury Securities, subject, in each case, to the provisions of this AgreementArticle III, and as otherwise provided granted herein. (d) The Purchase Contract Agent Agent, individually and as attorney-in-fact for each Holder of Units, agrees that, from time to time, upon the written request of the Company or the Collateral AgentAgent (acting upon the written request of the Company), the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent actsact, its own negligent failure to act act, its bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.07 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.01(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Trades Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, Trust Preferred Securities or the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ ' obligations under the Stock Purchase Contracts and the Stock Purchase Contract Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, Trust Preferred Securities or the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent Company is unable to make payments from amounts transferred or transferable to the Company on account of Proceeds the principal payments of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement Article III hereof, in satisfaction of the Obligations of the Holder of the Common Equity Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such applicable Pledged Treasury Securities are a part under the related Stock Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Trades Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying liquidation amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), Trust Preferred Securities and (ii) the principal amount of the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury PortfolioSecurities, subject, in each case, to the provisions of this AgreementArticle III hereof, and as otherwise provided granted herein. (d) The Stock Purchase Contract Agent Agent, as attorney-in-fact of the Holders, and each Holder of Common Equity Units agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Stock Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent Company may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Stock Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b)) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” hereunder and the Collateral Agent shall, for the benefit of the Company, have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, the Collateral Agent is hereby irrevocably authorized to receive, collect and apply to the satisfaction of the Obligations all payments with respect to (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury Portfolio, subject, in each case, to the provisions of this Agreement, and as otherwise provided herein. (d) The Purchase Contract Agent and each Holder agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of such Holder, shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 4.4 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not not, to the UCC extent permitted by law, the Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code, which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ Holders obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged appropriate Applicable Ownership Interests Interest (as specified in Notes clause (other than any interest payments thereon), (iiA) Pledged Applicable Ownership Interests in of the definition of such term) of the Treasury Portfolio, Portfolio or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article III hereof in satisfaction of the Obligations obligations of the Holder of the Units Securities of which such Notes underlying Pledged Treasury Securities, or the appropriate Applicable Ownership Interests Interest (as specified in Notes, clause (A) of the definition of such Pledged Applicable Ownership Interests in term) of the Treasury Portfolio or such Pledged Treasury Securities are Portfolio, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Treasury Securities, or such appropriate Applicable Ownership Interests Interest (as specified in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) principal and interest on the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Notes, (ii) the principal amount of the Pledged Treasury Securities and Securities, or (iii) the Pledged appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio, subject, in each case, to the provisions of this AgreementArticle III, and as otherwise provided granted herein. (d) The Purchase Contract Agent Agent, individually and as attorney-in-fact for each Holder of Securities, agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent actsact, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 4.4 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code as in effect in the State of New York (the "Code") (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Preferred Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ Holders obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Preferred Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged appropriate Applicable Ownership Interests Interest (as specified in Notes clause (other than any interest payments thereon), (iiA) Pledged Applicable Ownership Interests in of the definition of such term) of the Treasury Portfolio, Portfolio or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Section 3 hereof in satisfaction of the Obligations obligations of the Holder of the Units Securities of which such Notes underlying Pledged Treasury Securities, or the appropriate Applicable Ownership Interests Interest (as specified in Notes, clause (A) of the definition of such Pledged Applicable Ownership Interests in term) of the Treasury Portfolio or such Pledged Treasury Securities are Portfolio, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Treasury Securities, or such appropriate Applicable Ownership Interests Interest (as specified in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying Stated Amount of or, cash distributions on, the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Preferred Securities, (ii) the principal amount of the Pledged Treasury Securities and Securities, or (iii) the Pledged appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, subject, in each case, to the provisions of this AgreementSection 3, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder of Securities, in the event such Holder becomes the Holder of a Growth PRIDES, agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent actsact, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunderunder any of the Purchase Contracts by a Holder thereof, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, at the direction of the Company (1i) retention of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private salessales or otherwise at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying any Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, Consideration or (iii) the Pledged Treasury Securities as provided in this Agreement Article III hereof in full satisfaction of the Obligations obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are Consideration or Pledged Treasury Securities, as applicable, is a part under the related Purchase Contracts, the any such inability to make such payments a payment shall constitute a “collateral an event of default” hereunder default under the Purchase Contracts and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or such Pledged Applicable Ownership Interests in the Treasury PortfolioConsideration, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of, or interest on, the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Notes, or (ii) the principal amount of the Pledged Treasury Securities and (iii) the Consideration or Pledged Applicable Ownership Interests in the Treasury PortfolioSecurities, subject, in each case, to the provisions of this Agreement, and as otherwise provided hereinArticle III. (d) The Purchase Contract Agent Agent, individually and as attorney-in-fact for each Holder of Units, agrees that, from time to time, upon the written request of the Company or the Collateral AgentAgent (acting upon the written request of the Company), the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as may be necessary, including as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own grossly negligent actsact, its own grossly negligent failure to act act, its own bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunderunder any of the Purchase Contracts by a Holder thereof, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the “Code”) (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, at the direction of the Company (1i) retention of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private salessales or otherwise at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying any Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, Consideration or (iii) the Pledged Treasury Securities as provided in this Agreement Article III hereof in full satisfaction of the Obligations obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are Consideration or Pledged Treasury Securities, as applicable, is a part under the related Purchase Contracts, the any such inability to make such payments a payment shall constitute a “collateral an event of default” hereunder default under the Purchase Contracts and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or such Pledged Applicable Ownership Interests in the Treasury PortfolioConsideration, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of, or interest on, the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Notes, or (ii) the principal amount of the Pledged Treasury Securities and (iii) the Consideration or Pledged Applicable Ownership Interests in the Treasury PortfolioSecurities, subject, in each case, to the provisions of this Agreement, and as otherwise provided hereinArticle III. (d) The Purchase Contract Agent Agent, individually and as attorney-in-fact for each Holder of Units, agrees that, from time to time, upon the written request of the Company or the Collateral AgentAgent (acting upon the written request of the Company), the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as may be necessary, including as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own grossly negligent actsact, its own grossly negligent failure to act act, its own bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunderunder the Purchase Contracts, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private salessales or otherwise at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying any Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, Consideration or (iii) the Pledged Treasury Securities as provided in this Agreement Article III hereof in satisfaction of the Obligations obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are Consideration or Pledged Treasury Securities, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” hereunder default under the Purchase Contracts and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or such Pledged Applicable Ownership Interests in the Treasury PortfolioConsideration, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of, or interest on, the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Notes, or (ii) the principal amount of the Pledged Treasury Securities and (iii) the Consideration or Pledged Applicable Ownership Interests in the Treasury PortfolioSecurities, subject, in each case, to the provisions of this AgreementArticle III, and as otherwise provided granted herein. (d) The Purchase Contract Agent Agent, individually and as attorney-in-fact for each Holder of Units, agrees that, from time to time, upon the written request of the Company or the Collateral AgentAgent (acting upon the written request of the Company), the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as may be necessary, including as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent actsact, its own negligent failure to act act, its own bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.7 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.1(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Preferred Securities, Pledged Senior Deferrable Notes, the Pledged Treasury Securities and/or or the Pledged appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the Treasury Portfolio definition of such term) in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Preferred Securities, Pledged Senior Deferrable Notes, the Pledged Treasury Securities or the Pledged appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the Treasury Portfolio definition of such term) in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged appropriate Applicable Ownership Interests Interest (as specified in Notes clause (other than any interest payments thereon), (iiA) Pledged Applicable Ownership Interests in of the definition of such term) of the Treasury Portfolio, or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Section 3 hereof, in satisfaction of the Obligations of the Holder of the PEPS Units (if a Tax Event Redemption has occurred) of which such appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or the Holder of the Treasury PEPS Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are Securities, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying liquidation amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Preferred Securities, (ii) the principal amount of the Pledged Senior Deferrable Notes, (iii) the principal amount of the Pledged Treasury Securities and (iiiiv) the Pledged principal amount of the Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, subject, in each case, to the provisions of this AgreementSection 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder of Securities agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b)) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in NotesConvertible Preferred Stock, the Pledged Treasury Securities and/or Securities, the Pledged Applicable Ownership Interests in the Treasury Portfolio and/or the Pledged Cash in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or (2) sale of the Notes Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in NotesConvertible Preferred Stock, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Convertible Preferred Stock, (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, (iii) Pledged Cash or (iiiiv) the Pledged Treasury Securities as provided in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such Notes Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in NotesConvertible Preferred Stock, such Pledged Applicable Ownership Interests in the Treasury Portfolio Portfolio, such Pledged Cash or such Pledged Treasury Securities are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” hereunder and the Collateral Agent shall, for the benefit of the Company, have and may exercise, with reference to such Notes Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in NotesConvertible Preferred Stock, Pledged Treasury Securities Securities, Pledged Cash or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, collect and apply to the satisfaction of the Obligations all payments with respect to (i) the Notes Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Convertible Preferred Stock, (ii) the Pledged Treasury Securities Securities, the (iii) Pledged Cash and (iiiiv) the Pledged Applicable Ownership Interests in the Treasury Portfolio, subject, in each case, to the provisions of this Agreement, and as otherwise provided herein. (d) The Subject to Section 7.04, the Purchase Contract Agent and each Holder agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of such Holder, shall execute and deliver such further documents and do such other acts and things as the Collateral Agent Company may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for the maintenance of the Pledge or the perfection or priority hereof or for executing any documents or taking any such acts requested by the Collateral Agent hereunderdocuments, except for liability for its own grossly negligent acts, its own grossly negligent failure to act or its own willful misconduct. (e) The Collateral Agent, the Securities Intermediary and the Custodial Agent shall be entitled to all of the rights, protections, privileges and immunities set forth in Article 7 for the benefit of the Purchase Contract Agent.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 6.04 or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b8.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Trades Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, or the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ Trust’s or the Property Trustee’s obligations under the Stock Purchase Contracts and the Stock Purchase Contract Agreement and/or or (2) sale of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, or the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private salessales as permitted by applicable law. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent Corporation is unable to make payments from amounts transferred or transferable to the Company Corporation on account of Proceeds the principal payments of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement Article V, in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are a part Trust under the related Stock Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Trades Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than principal amount of, and any interest payments thereon)on, the Pledged Notes and (ii) the principal amount of, and any interest on, the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury PortfolioSecurities, subject, in each case, to the provisions of this AgreementArticle V, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder Property Trustee agrees that, from time to time, upon the written request of the Corporation or the Collateral AgentAgent (acting upon the request of the Corporation), the Purchase Contract Agent, on behalf of such Holder, Property Trustee shall execute and deliver such further documents and do such other acts and things as the Corporation or the Collateral Agent (acting upon the request of the Corporation) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder; provided that, in no event shall the Property Trustee be responsible for the preparation (other than execution upon the request of the Corporation) or filing of any financing or continuation statements. The Purchase Contract Agent In the absence of bad faith, the Property Trustee shall have no liability to any Holder the Corporation or the Collateral Agent (acting upon the request of the Corporation) for executing any documents or taking any such acts requested by the Corporation or the Collateral Agent (acting upon the request of the Corporation) hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 4.4 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not not, to the UCC extent permitted by law, the Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) cancellation or retention of the Pledged Senior Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ ' obligations under the their respective Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Pledged Senior Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged appropriate Applicable Ownership Interests Interest (as specified in Notes clause (other than any interest payments thereon), (iiA) Pledged Applicable Ownership Interests in of the definition of such term) of the Treasury Portfolio, Portfolio or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article 3 hereof in satisfaction of the Obligations obligations of the Holder of the Units Securities of which such Notes underlying Pledged Treasury Securities, or the appropriate Applicable Ownership Interests Interest (as specified in Notes, clause (A) of the definition of such Pledged Applicable Ownership Interests in term) of the Treasury Portfolio or such Pledged Treasury Securities are Portfolio, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Treasury Securities, or such appropriate Applicable Ownership Interests Interest (as specified in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) principal and interest on the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Senior Notes, (ii) the principal amount of the Pledged Treasury Securities and Securities, or (iii) the Pledged appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio, subject, in each case, to the provisions of this AgreementArticle 3, and as otherwise provided granted herein. (d) The Purchase Contract Agent Agent, individually and as attorney-in-fact for each Holder of Securities, agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent actsact, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.07 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.01(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Senior Notes and the related Pledged Senior Notes, the Pledged Treasury Securities and/or or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales, and in each instance, the Holders' obligations under the Purchase Contracts and the Purchase Contract Agreement shall be deemed to have been satisfied in full. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) applicable Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article 3 hereof, in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such applicable Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities Securities, as applicable, are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Senior Notes, (ii) the Pledged Treasury Securities and (iii) principal amount of the Pledged Applicable Ownership Interests in the Treasury Portfolio, and (iii) the principal amount of the Pledged Treasury Securities, subject, in each case, to the provisions of this AgreementArticle 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder of Units agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own grossly negligent acts, its own grossly negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b)) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), or (iii) the Pledged Treasury Securities as provided in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio) or such Pledged Treasury Securities are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” hereunder and the Collateral Agent shall, for the benefit of the Company, have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, the Collateral Agent is hereby irrevocably authorized to receive, collect and apply to the satisfaction of the Obligations all payments with respect to (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), subject, in each case, to the provisions of this Agreement, and as otherwise provided herein. (d) The Purchase Contract Agent and each Holder agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of such Holder, shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes Debentures underlying Pledged Applicable Ownership Interests in NotesDebentures, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or (2) sale of the Notes Debentures underlying Pledged Applicable Ownership Interests in NotesDebentures, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes Debentures underlying Pledged Applicable Ownership Interests in Notes Debentures (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such Notes Debentures underlying Pledged Applicable Ownership Interests in NotesDebentures, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” hereunder and the Collateral Agent shall, for the benefit of the Company, have and may exercise, with reference to such Notes Debentures underlying Pledged Applicable Ownership Interests in NotesDebentures, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, the Collateral Agent is hereby irrevocably authorized to receive, collect and apply to the satisfaction of the Obligations all payments with respect to (i) the Notes Debentures underlying Pledged Applicable Ownership Interests in Notes Debentures (other than any interest payments thereon), (ii) the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury Portfolio, subject, in each case, to the provisions of this Agreement, and as otherwise provided herein. (d) The Purchase Contract Agent and each Holder agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of such Holder, shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own grossly negligent acts, its own grossly negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio Debentures or other Collateral in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private salessales at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying any Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, Consideration or (iii) the Pledged Treasury Securities as provided in this Agreement Article III hereof in satisfaction of the Obligations obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are Consideration or Pledged Treasury Securities, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or such Pledged Applicable Ownership Interests in the Treasury PortfolioConsideration, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of, or interest on, the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Debentures, or (ii) the principal amount of the Pledged Treasury Securities and (iii) the Consideration or Pledged Applicable Ownership Interests in the Treasury PortfolioSecurities, subject, in each case, to the provisions of this AgreementArticle III, and as otherwise provided granted herein. (d) The Purchase Contract Agent Agent, individually and as attorney-in-fact for each Holder of Units, agrees that, from time to time, upon the written request of the Company or the Collateral AgentAgent (acting upon the written request of the Company), the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as may be necessary, including as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent actsact, its own negligent failure to act act, its bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.07 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.01(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Preferred Securities, Pledged [Subordinated] Notes, the Pledged Treasury Securities and/or or the Pledged appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the Treasury Portfolio definition of such term) in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Preferred Securities, Pledged [Subordinated] Notes, the Pledged Treasury Securities or the Pledged appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the Treasury Portfolio definition of such term) in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged appropriate Applicable Ownership Interests Interest (as specified in Notes clause (other than any interest payments thereon), (iiA) Pledged Applicable Ownership Interests in of the definition of such term) of the Treasury Portfolio, or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article 3 hereof, in satisfaction of the Obligations of the Holder of the Stock Purchase Units (if a Tax Event Redemption has occurred) of which such appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or the Holder of the Treasury Stock Purchase Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are Securities, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying liquidation amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Preferred Securities, (ii) the principal amount of the Pledged [Subordinated] Notes, (iii) the principal amount of the Pledged Treasury Securities and (iiiiv) the Pledged principal amount of the Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, subject, in each case, to the provisions of this AgreementSection 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder of Securities agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b)) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Treasury Securities and/or or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2) sale of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such applicable Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, collect and apply to the satisfaction of the Obligations all payments with respect to (i) the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes (other than any interest payments thereon), (ii) the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury Portfolio, subject, in each case, to the provisions of this Agreement, and as otherwise provided herein. (d) The Purchase Contract Agent and each Holder agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of such Holder, shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 4.4 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Debt Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Debt Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private sales. Each Holder through the Purchase Contract Agent agrees and acknowledges that the Collateral is of a type customarily sold in a recognized market and that, accordingly, no notice of intended disposition of the Collateral need be given by the Collateral Agent. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged appropriate Applicable Ownership Interests Interest (as specified in Notes (other than any interest payments thereon), (iiclause ____ of the definition of such term) Pledged Applicable Ownership Interests in of the Treasury Portfolio, Portfolio or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article III hereof in satisfaction of the Obligations obligations of the Holder of the Stripped Units of which such Notes underlying Pledged Treasury Securities, or the appropriate Applicable Ownership Interests Interest (as specified in Notes, clause _____ of the definition of such Pledged Applicable Ownership Interests in term) of the Treasury Portfolio or such Pledged Treasury Securities are Portfolio, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Treasury Securities, or the appropriate Applicable Ownership Interests Interest (as specified in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in clause _____ of the definition of such term) of the Treasury Portfolio, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying Stated Amount of or, cash dividends on, the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Debt Securities, (ii) the principal amount at maturity of the Pledged Treasury Securities and Securities, or (iii) the Pledged appropriate Applicable Ownership Interests Interest in the Treasury Portfolio, subject, in each case, to the provisions of this AgreementArticle III, and as otherwise provided granted herein. (d) The Purchase Contract Agent Agent, individually and as attorney-in-fact for each Holder of Securities, in the event such Holder becomes the Holder of a Stripped Unit, agrees that, from time to time, upon the written request of the Company, Collateral Agent, the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent actsact, its own negligent failure to act act, its bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 4.07 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Notes underlying Pledged Senior Notes, Pledged Treasury Securities or the applicable Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Treasury Securities or the applicable Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private salessales and application of the proceeds in full satisfaction of the Holders' obligations under the Purchase Contracts and the Purchase Contract Agreement shall be deemed to have been satisfied in full. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying applicable Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article III hereof, in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying applicable Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities Securities, as applicable, are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, as applicable, and such obligations as such Holder any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Senior Notes, (ii) the principal amount of the Pledged Treasury Securities and (iii) the principal amount of the Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, subject, in each case, to the provisions of this AgreementArticle III hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent individually and as attorney-in-fact for each Holder of Units in the event such Holder becomes the Holder of the Treasury Units, agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own grossly negligent acts, its own grossly negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Sections 5.5 and 5.7 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.1(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or [or the Pledged appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the Treasury Portfolio definition of such term), as the case may be,] in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities [or the Pledged appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the Treasury Portfolio definition of such term), as the case may be] in one or more public or private salessales and application of the proceeds in full satisfaction of the Holders’ obligations under the Purchase Contracts. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) [the Notes underlying Pledged appropriate Applicable Ownership Interests Interest (as specified in Notes clause (other than any interest payments thereon), (iiA) Pledged Applicable Ownership Interests of the definition of such term) in the Treasury Portfolio, or (iii) the on account of ] principal payments of any Pledged Treasury Securities as provided in this Agreement Section 3 hereof, in satisfaction of the Obligations of the Holder of [the SPC Units (if a Tax Event Redemption has occurred) of which such Notes underlying Pledged appropriate Applicable Ownership Interests Interest (as specified in Notes, clause (A) of the definition of such Pledged Applicable Ownership Interests term) in the Treasury Portfolio or or] the Holder of the Treasury SPC Units of which such Pledged Treasury Securities are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as applicable, and such Obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying Pledged principal amount of the Applicable Ownership Interests Interest (as specified in Notes clause (other than any interest payments thereon)A) of the definition of such term) in the Treasury Portfolio, (ii) the principal amount of the Pledged Treasury Securities Notes and (iii) the principal amount of the Pledged Applicable Ownership Interests in the Treasury Portfolio, Securities subject, in each case, to the provisions of this AgreementSection 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent individually and as attorney-in-fact for each Holder of Securities, and each Holder of Securities agrees that, from time to time, upon the written request of the Collateral Agent, or the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b)) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Treasury Securities and/or or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2) sale of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such applicable Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, collect and apply to the satisfaction of the Obligations all payments with respect to (i) the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes (other than any interest payments thereon), (ii) the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury Portfolio, subject, in each case, to the provisions of this Agreement, and as otherwise provided herein. (d) The Purchase Contract Agent and each Holder agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of such Holder, shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own grossly negligent acts, its own grossly negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunderunder the Forward Purchase Contracts, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ ' obligations under the Forward Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private sales, in each case at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying any Pledged Treasury Consideration, Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests Interest in the Treasury Portfolio, Portfolio or (iii) the Pledged Treasury Securities as provided in this Agreement Article III hereof in satisfaction of the Obligations obligations of the Holder of the Units DECS of which such Notes underlying Pledged Treasury Consideration, Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests Interest in the Treasury Portfolio or such Pledged Treasury Securities Securities, as applicable, are a part under the related Forward Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” hereunder default under the Forward Purchase Contracts and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Treasury Consideration, Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests Interest in the Treasury PortfolioPortfolio or Pledged Treasury Securities, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of, or interest on, the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Notes, or (ii) the principal amount of, or interest (if any) on, the Pledged Treasury Securities and (iii) the Consideration, Pledged Applicable Ownership Interests Interest in the Treasury PortfolioPortfolio or Pledged Treasury Securities, subject, in each case, to the provisions of this AgreementArticle III, and as otherwise provided granted herein. (d) The Forward Purchase Contract Agent Agent, individually and as attorney-in-fact for each Holder of DECS, agrees that, from time to time, upon the written request of the Company or the Collateral AgentAgent (acting upon the written request of the Company), the Forward Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Forward Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent actsact, its own negligent failure to act act, its bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in SECTION 5.6 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.1(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or or the Pledged appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the Treasury Portfolio definition of such term) in full satisfaction of the Holders’ ' obligations under the Purchase Contracts Warrants and the Purchase Contract Warrant Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the Treasury Portfolio definition of such term) in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged appropriate Applicable Ownership Interests Interest (as specified in Notes clause (other than any interest payments thereon), (iiA) Pledged Applicable Ownership Interests in of the definition of such term) of the Treasury Portfolio, or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement ARTICLE 3 hereof, in satisfaction of the Obligations of the Holder of the Equity Units (if a Tax Event Redemption has occurred) of which such appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or the Holder of the Treasury Equity Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are Securities, as applicable, is a part under the related Purchase ContractsWarrants, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Notes, (ii) the principal amount of the Pledged Treasury Securities and (iii) the Pledged principal amount of the Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, subject, in each case, to the provisions of this AgreementARTICLE 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Warrant Agent and each Holder of Securities agrees that, from time to time, upon the written request of the Collateral Company or the Warrant Agent, the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent Company may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Company and the Collateral Agent hereunder. The Purchase Contract Warrant Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent Company hereunder, except for liability for its own gross negligent acts, its own gross negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.07 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.01(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Senior Notes, Pledged Treasury Securities or the applicable Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Treasury Securities or the applicable Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying applicable Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article 3 hereof, in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying applicable Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities Securities, as applicable, are a part part, under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Senior Notes, (ii) the principal amount of the Pledged Treasury Securities and (iii) the principal amount of the Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, subject, in each case, to the provisions of this AgreementArticle 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder of Units agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own grossly negligent acts, its own grossly negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunderunder the Purchase Contracts, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code that is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private sales, in each case at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying any Pledged Notes, Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests Interest in the Treasury Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio or (iii) the Pledged Treasury Securities as provided in this Agreement Article III hereof in satisfaction of the Obligations obligations of the Holder Holders of the Equity Security Units or Stripped Equity Security Units of which such Notes underlying Pledged Notes, Pledged Applicable Ownership Interests Interest in Notesthe Treasury Portfolio, such Pledged Applicable Ownership Interests Interest in the Tax Event Treasury Portfolio or such Pledged Treasury Securities are Securities, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” hereunder default under the Purchase Contracts and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities Securities, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Applicable Ownership Interests Interest in the Tax Event Treasury Portfolio, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of, or interest on, the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Notes, or (ii) the Pledged Treasury Securities and principal amount of, or interest (iiiif any) on, the Pledged Applicable Ownership Interests Interest in the Treasury Portfolio, Pledged Applicable Ownership Interest of the Tax Event Treasury Portfolio or Pledged Treasury Securities, subject, in each case, to the provisions of this AgreementArticle III, and as otherwise provided granted herein. (d) The Purchase Contract Agent Agent, individually and as attorney-in-fact for each Holder of Equity Security Units and Stripped Equity Security Units, agrees that, from time to time, upon the written request of the Company or the Collateral AgentAgent (acting upon the written request of the Company), the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent actsact, its own negligent failure to act act, its bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 6.04 or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b8.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Trades Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, or the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ Trust’s or the Property Trustee’s obligations under the Stock Purchase Contracts and the Stock Purchase Contract Agreement and/or or (2) sale of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, or the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private salessales as permitted by applicable law. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent Company is unable to make payments from amounts transferred or transferable to the Company on account of Proceeds the principal payments of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement Article V, in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are a part Trust under the related Stock Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Trades Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than principal amount of, and any interest payments thereon)on, the Pledged Notes and (ii) the principal amount of, and any interest on, the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury PortfolioSecurities, subject, in each case, to the provisions of this AgreementArticle V, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder Property Trustee agrees that, from time to time, upon the written request of the Company or the Collateral AgentAgent (acting upon the request of the Company), the Purchase Contract Agent, on behalf of such Holder, Property Trustee shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder; provided that, in no event shall the Property Trustee be responsible for the preparation (other than execution upon the request of the Company) or filing of any financing or continuation statements. The Purchase Contract Agent In the absence of bad faith, the Property Trustee shall have no liability to any Holder the Company or the Collateral Agent (acting upon the request of the Company) for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the request of the Company) hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.5 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.1(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Treasury Portfolio Interest or Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Treasury Portfolio Interest or Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds principal payments of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities or on account of any Pledged Treasury Portfolio Interest as provided in this Agreement Section 3 hereof, in satisfaction of the Obligations of the Holder of the Units PIES of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities or Pledged Treasury Portfolio Interest are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise and, upon receiving written instructions from the Company pursuant to and in accordance with Section 9.2 shall exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury PortfolioPortfolio Interest, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Senior Notes, (ii) the principal amount of the Pledged Treasury Securities and (iii) the principal amount of the Pledged Applicable Ownership Interests in the Treasury PortfolioPortfolio Interest, subject, in each case, to the provisions of this AgreementSection 3 hereof, and as otherwise provided granted herein. (d) The Subject to Section 9.1, the Purchase Contract Agent and each Holder of PIES agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own grossly negligent acts, its own grossly negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 4.4 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Preferred Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ Holders obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Preferred Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged appropriate Applicable Ownership Interests Interest (as specified in Notes clause (other than any interest payments thereon), (iiA) Pledged Applicable Ownership Interests in of the definition of such term) of the Treasury Portfolio, Portfolio or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Section 3 hereof in satisfaction of the Obligations obligations of the Holder of the Units Securities of which such Notes underlying Pledged Treasury Securities, or the appropriate Applicable Ownership Interests Interest (as specified in Notes, clause (A) of the definition of such Pledged Applicable Ownership Interests in term) of the Treasury Portfolio or such Pledged Treasury Securities are Portfolio, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Treasury Securities, or such appropriate Applicable Ownership Interests Interest (as specified in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying Stated Amount of or, cash distributions on, the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Preferred Securities, (ii) the principal amount of the Pledged Treasury Securities and Securities, or (iii) the Pledged appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, subject, in each case, to the provisions of this AgreementSection 3, and as otherwise provided granted herein. (d) The Purchase Contract Agent Agent, individually and as attorney-in-fact for each Holder of Securities, in the event such Holder becomes the Holder of a Growth PRIDES, agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent actsact, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 4.4 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Debt Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Debt Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private salessales and application of the proceeds in full satisfaction of the Holders' obligations under the Purchase Contracts. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged Applicable Ownership Interests Interest of a Treasury Portfolio (as specified in Notes clauses (other than any interest payments thereon), 1)(i) or (ii2)(i) Pledged of the definition of the term "Applicable Ownership Interests in the Treasury Portfolio, Interest") or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article III hereof in satisfaction of the Obligations obligations of the Holder of the Units Securities of which such Notes underlying Pledged Treasury Securities, or the Pledged Applicable Ownership Interests Interest of a Treasury Portfolio (as specified in Notes, such Pledged clauses (1)(i) or (2)(i) of the definition of the term "Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are Interest"), as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Treasury Securities, or such appropriate Pledged Applicable Ownership Interests Interest of a Treasury Portfolio (as specified in Notes, Pledged Treasury Securities clauses (1)(i) or Pledged (2)(i) of the definition of the term Applicable Ownership Interests in the Treasury PortfolioInterest), as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) principal of, or interest on, the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Debt Securities, (ii) the principal amount of the Pledged Treasury Securities and Securities, or (iii) the appropriate Pledged Applicable Ownership Interests Interest in the a Treasury Portfolio, subject, in each case, to the provisions of this AgreementArticle III, and as otherwise provided herein. (d) The Purchase Contract Agent individually and as attorney-in-fact for each Holder of Securities, in the event such Holder becomes the Holder of Income PRIDES or Growth PRIDES, agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of Agent or such Holder, it shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent actsact, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.4 or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b7.1(b) below)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Code (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder under this Agreement may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio Debentures in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio Debentures in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event if the Collateral Agent is unable to make payments to the Company on account of Proceeds principal payments of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement Article III, in satisfaction of the Obligations of the Holder of the Treasury Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” hereunder default under this Agreement and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicableand such Obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein in this Agreement or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) principal amount of the Pledged Treasury Securities and (iiiii) the principal amount of the Pledged Applicable Ownership Interests in the Treasury PortfolioDebentures, subject, in each case, to the provisions of this AgreementArticle III, and as otherwise provided hereingranted in this Agreement. (d) The Purchase Contract Agent and each Holder of Units, in the event such Holder becomes the Holder of a Treasury Unit, agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereofof the Pledge, and to confirm the rights of the Collateral Agent hereunderunder this Agreement. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunderunder this Agreement, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.07 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.01(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Senior Notes, Pledged Treasury Securities or the applicable Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Treasury Securities or the applicable Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying applicable Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article 3 hereof, in satisfaction of the Obligations of the Holder of the Units of which represented by such Notes underlying applicable Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are a part Securities, as applicable, under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Senior Notes, (ii) the principal amount of the Pledged Treasury Securities and (iii) the principal amount of the Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, subject, in each case, to the provisions of this AgreementArticle 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder of Units agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request or as may be necessary or advisable in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own grossly negligent acts, its own grossly negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.5 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.1(b) hereunder, below) hereunder the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Code (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio Preferred Stock in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio Preferred Stock in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds principal payments of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement Section 3 hereof, in satisfaction of the Obligations of the Holder of the Units Securities of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicableand such Obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) dividends on the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), Preferred Stock and (ii) the principal amount of the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury PortfolioSecurities, subject, in each case, to the provisions of this AgreementSection 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder of Securities, in the event such Holder becomes the Holder of a Treasury PIES, agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent Agent, upon notice by the Company, may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.07 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.01(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Notes, Pledged Treasury Securities or the applicable Pledged Applicable Ownership Interests or (2) sale of the Pledged Notes, Pledged Treasury Securities or the applicable Pledged Applicable Ownership Interests in Notesone or more public or private sales, and in each instance, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or (2) sale of the Notes underlying Pledged Applicable Ownership Interests shall be deemed to have been satisfied in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private salesfull. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying applicable Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article 3 hereof, in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying applicable Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities Securities, as applicable, are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Notes, (ii) the principal amount of the Pledged Treasury Securities and (iii) the principal amount of the Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, subject, in each case, to the provisions of this AgreementArticle 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder of Units agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own grossly negligent acts, its own grossly negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b)) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, the Pledged Treasury Securities and/or or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2) sale of the Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such applicable Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, collect and apply to the satisfaction of the Obligations all payments with respect to (i) the Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes (other than any interest payments thereon), (ii) the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury Portfolio, subject, in each case, to the provisions of this Agreement, and as otherwise provided herein. (d) The Purchase Contract Agent and each Holder agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of such Holder, shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b)) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definitions of Applicable Ownership Interest in the Remarketing Treasury Portfolio and Applicable Ownership Interest in the Special Event Treasury Portfolio), or (iii) the Pledged Treasury Securities as provided in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definitions of Applicable Ownership Interest in the Remarketing Treasury Portfolio and Applicable Ownership Interest in the Special Event Treasury Portfolio) or such Pledged Treasury Securities are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” hereunder and the Collateral Agent shall, for the benefit of the Company, have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definitions of Applicable Ownership Interest in the Remarketing Treasury Portfolio and Applicable Ownership Interest in the Special Event Treasury Portfolio), as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, the Collateral Agent is hereby irrevocably authorized to receive, collect and apply to the satisfaction of the Obligations all payments with respect to (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definitions of Applicable Ownership Interest in the Special Event Treasury Portfolio and Applicable Ownership Interest in the Remarketing Treasury Portfolio), subject, in each case, to the provisions of this Agreement, and as otherwise provided herein. (d) The Purchase Contract Agent and each Holder agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of such Holder, shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunderunder the Purchase Contracts, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (the "Code") (or any successor thereto) as in effect in the State of New York from time to time (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private sales, in each case at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying any Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests Interest in the Treasury Portfolio, Portfolio or (iii) the Pledged Treasury Securities as provided in this Agreement Article III hereof in satisfaction of the Obligations obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests Interest in the Treasury Portfolio or such Pledged Treasury Securities are Securities, as the case may be, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” hereunder default under the Purchase Contracts and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests Interest in the Treasury PortfolioPortfolio or Pledged Treasury Securities, as applicablethe case may be, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of, or interest on, the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Notes, or (ii) the Pledged Treasury Securities and principal amount of, or interest (iiiif any) on, the Pledged Applicable Ownership Interests Interest in the Treasury PortfolioPortfolio or Pledged Treasury Securities, subject, in each case, to the provisions of this AgreementArticle III, and as otherwise provided granted herein. (d) The Purchase Contract Agent Agent, individually and as attorney-in-fact for each Holder of Units, agrees that, from time to time, upon the written request of the Company or the Collateral AgentAgent (acting upon the written request of the Company), the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent actsact, its own negligent failure to act act, its bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.07 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.01(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Senior Notes, Pledged Treasury Securities or the applicable Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Treasury Securities or the applicable Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying applicable Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article 3 hereof, in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying applicable Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities Securities, as applicable, are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Senior Notes, (ii) the principal amount of the Pledged Treasury Securities and (iii) the principal amount of the Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, subject, in each case, to the provisions of this AgreementArticle 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder of Units agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral an event of default hereunder (as specified defined in Section 13.01(b6.1(b)) hereunder), the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Capital Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Capital Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private salessales at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying any Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, Consideration or (iii) the Pledged Treasury Securities as provided in this Agreement Article III hereof in satisfaction of the Obligations obligations of the Holder of the Units Securities of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are Consideration or Pledged Treasury Securities, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or such Pledged Applicable Ownership Interests in the Treasury PortfolioConsideration, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying Stated Amount of or, cash distributions on, the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Capital Securities, or (ii) the principal amount of the Pledged Treasury Securities and (iii) the Consideration or Pledged Applicable Ownership Interests in the Treasury PortfolioSecurities, subject, in each case, to the provisions of this AgreementArticle III, and as otherwise provided granted herein. (d) The Purchase Contract Agent Agent, individually and as attorney-in-fact for each Holder of Securities, agrees that, from time to time, upon the written request of the Company or the Collateral AgentAgent (acting upon the written request of the Company), the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent actsact, its own negligent failure to act act, its bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.7 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.1(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Trades Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, Trust Preferred Securities or the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations under the Stock Purchase Contracts and the Stock Purchase Contract Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, Trust Preferred Securities or the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent Company is unable to make payments from amounts transferred or transferable to the Company on account of Proceeds the principal payments of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement Article III hereof, in satisfaction of the Obligations of the Holder of the Units Treasury MCAPS of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such applicable Pledged Treasury Securities are a part under the related Stock Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Trades Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying liquidation amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), Trust Preferred Securities and (ii) the principal amount of the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury PortfolioSecurities, subject, in each case, to the provisions of this AgreementArticle III hereof, and as otherwise provided granted herein. (d) The Stock Purchase Contract Agent and each Holder of MCAPS agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Stock Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent Company may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Stock Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 4.4 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio Debentures or other Collateral in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private salessales and application of the proceeds in full satisfaction of the Holders' obligations under the Purchase Contracts. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying appropriate Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests Interest in the Treasury Portfolio, Portfolio (as specified in clauses (1) or (iii2) of the definition of the term "Applicable Ownership Interest") or on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article III hereof in satisfaction of the Obligations obligations of the Holder of the Units New Securities of which such Notes underlying Pledged Treasury Securities, or the appropriate Pledged Applicable Ownership Interests Interest (as specified in Notes, such Pledged clause (1) of the definition of the term "Applicable Ownership Interests in Interest") of the Treasury Portfolio or such Pledged Treasury Securities are Portfolio, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Treasury Securities, or such appropriate Pledged Applicable Ownership Interests Interest (as specified in Notes, Pledged Treasury Securities clauses (1) or Pledged (2) of the definition of the term "Applicable Ownership Interests in Interest") of the Treasury Portfolio, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) principal of, or interest on, the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Debentures, (ii) the principal amount of the Pledged Treasury Securities and Securities, or (iii) the appropriate Pledged Applicable Ownership Interests Interest in the Treasury Portfolio, subject, in each case, to the provisions of this AgreementArticle III, and as otherwise provided herein. (d) The Purchase Contract Agent individually and as attorney-in-fact for each Holder of New Securities, in the event such Holder becomes the Holder of Corporate Units or Treasury Units, agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of Agent or such Holder, Holder it shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent actsact, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b)) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in NotesMandatory Convertible Preferred Stock, the Pledged Treasury Securities and/or Securities, the Pledged Applicable Ownership Interests in the Treasury Portfolio and/or the Pledged Cash in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or (2) sale of the Notes Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in NotesMandatory Convertible Preferred Stock, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement or under applicable law to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Mandatory Convertible Preferred Stock, (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, (iii) Pledged Cash or (iiiiv) the Pledged Treasury Securities as provided in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such Notes Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in NotesMandatory Convertible Preferred Stock, such Pledged Applicable Ownership Interests in the Treasury Portfolio Portfolio, such Pledged Cash or such Pledged Treasury Securities are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” hereunder and the Collateral Agent shall, for the benefit of the Company, have and may exercise, with reference to such Notes Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in NotesMandatory Convertible Preferred Stock, Pledged Treasury Securities Securities, Pledged Cash or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable law. (c) Without limiting any rights or powers otherwise granted by this Agreement or under applicable law to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, collect and apply to the satisfaction of the Obligations all payments with respect to (i) the Notes Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Mandatory Convertible Preferred Stock, (ii) the Pledged Treasury Securities Securities, the (iii) Pledged Cash and (iiiiv) the Pledged Applicable Ownership Interests in the Treasury Portfolio, subject, in each case, to the provisions of this Agreement, and as otherwise provided herein. (d) The Subject to Section 7.04, the Purchase Contract Agent and each Holder agrees that, from time to time, upon the written request of the Collateral AgentCompany, the Purchase Contract Agent, on behalf of such HolderHolder as its attorney-in-fact, shall execute and deliver such further documents and do such other acts and things as the Collateral Agent Company may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for the maintenance of the Pledge or the perfection or priority hereof or for executing any documents or for taking any such acts requested by the Collateral Agent Company hereunder, except for liability for its own grossly negligent acts, its own grossly negligent failure to act or its own willful misconduct. (e) The Collateral Agent, the Securities Intermediary and the Custodial Agent shall be entitled to all of the rights, protections, privileges and immunities set forth in Article 7 for the benefit of the Purchase Contract Agent.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 4.4 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Debt Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Debt Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private salessales and application of the proceeds in full satisfaction of the Holders' obligations under the Purchase Contracts. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged Applicable Ownership Interests Interest of a Treasury Portfolio (as specified in Notes clauses (other than any interest payments thereon), 1)(i) or (ii2)(i) Pledged of the definition of the term "Applicable Ownership Interests in the Treasury Portfolio, Interest") or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article III hereof in satisfaction of the Obligations obligations of the Holder of the Units Securities of which such Notes underlying Pledged Treasury Securities, or the Pledged Applicable Ownership Interests Interest of a Treasury Portfolio (as specified in Notes, such Pledged clauses (1)(i) or (2)(i) of the definition of the term "Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are Interest"), as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Treasury Securities, or such appropriate Pledged Applicable Ownership Interests Interest of a Treasury Portfolio (as specified in Notes, Pledged Treasury Securities clauses (1)(i) or Pledged (2)(i) of the definition of the term Applicable Ownership Interests in the Treasury PortfolioInterest), as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) principal of, or interest on, the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Debt Securities, (ii) the principal amount of the Pledged Treasury Securities and Securities, or (iii) the appropriate Pledged Applicable Ownership Interests Interest in the a Treasury Portfolio, subject, in each case, to the provisions of this AgreementArticle III, and as otherwise provided herein. (d) The Purchase Contract Agent individually and as attorney-in-fact for each Holder of Securities, in the event such Holder becomes the Holder of Corporate Units or Treasury Units, agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of Agent or such Holder, it shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent actsact, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” hereunder and the Collateral Agent shall, for the benefit of the Company, have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, the Collateral Agent is hereby irrevocably authorized to receive, collect and apply to the satisfaction of the Obligations all payments with respect to (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury Portfolio, subject, in each case, to the provisions of this Agreement, and as otherwise provided herein. (d) The Purchase Contract Agent and each Holder agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of such Holder as the attorney-in-fact of such Holder, shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own grossly negligent acts, its own grossly negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 6.04 or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunderunder the Stock Purchase Contracts, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, or the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ Issuer Trust’s or the Property Trustee’s obligations under the Stock Purchase Contracts and the Stock Purchase Contract Agreement and/or or (2) sale of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, or the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private salessales as permitted by applicable law. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments amounts transferred or transferable to the Company by the Collateral Agent on account of Proceeds of (i) any Pledged Notes, the Notes underlying Pledged Applicable Ownership Interests in Notes (other than Deposit or any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement in satisfaction of Article V are insufficient to satisfy the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are a part Issuer Trust when due under the related Stock Purchase Contracts, the inability to make such payments insufficiency shall constitute a “collateral an event of default” hereunder default under the Stock Purchase Contracts and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, the Deposit or such Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than principal amount of, and any interest payments thereon)on, the Pledged Notes and (ii) the principal amount of, and any interest on, the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury PortfolioSecurities, subject, in each case, to the provisions of this AgreementArticle V, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder Property Trustee agrees that, from time to time, upon the written request of the Company or the Collateral AgentAgent (acting upon the request of the Company), the Purchase Contract Agent, on behalf of such Holder, Property Trustee shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder; provided, however, that, in no event shall the Property Trustee be responsible for the preparation (other than, if applicable, execution upon the request of the Company) or filing of any financing or continuation statements. The Purchase Contract Agent In the absence of bad faith, the Property Trustee shall have no liability to any Holder the Company or the Collateral Agent (acting upon the request of the Company) for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the request of the Company) hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunderunder the Purchase Contracts, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private salessales or otherwise at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying any Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, Consideration or (iii) the Pledged Treasury Securities as provided in this Agreement Article III hereof in satisfaction of the Obligations obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are Consideration or Pledged Treasury Securities, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” hereunder default under the Purchase Contracts and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or such Pledged Applicable Ownership Interests in the Treasury PortfolioConsideration, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of, or interest on, the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Notes, or (ii) the principal amount of the Pledged Treasury Securities and (iii) the Consideration or Pledged Applicable Ownership Interests in the Treasury PortfolioSecurities, subject, in each case, to the provisions of this AgreementArticle III, and as otherwise provided granted herein. (d) The Purchase Contract Agent Agent, individually and as attorney-in-fact for each Holder of Units, agrees that, from time to time, upon the written request of the Company or the Collateral AgentAgent (acting upon the written request of the Company), the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as may be necessary, including as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent actsact, its own negligent failure to act act, its own bad faith or its own willful misconduct. (e) The Collateral Agent shall not be deemed to have knowledge of any event of default unless it has received notice thereof from the Company or the Purchase Contract Agent.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” hereunder and the Collateral Agent shall, for the benefit of the Company, have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, the Collateral Agent is hereby irrevocably authorized to receive, collect and apply to the satisfaction of the Obligations all payments with respect to (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury Portfolio, subject, in each case, to the provisions of this Agreement, and as otherwise provided herein. (d) The Purchase Contract Agent and each Holder agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of such Holder, shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own grossly negligent acts, its own grossly negligent failure to act or its own willful misconduct. (e) The Collateral Agent, the Securities Intermediary and the Custodial Agent shall be entitled to all of the rights (including indemnities), protections, privileges and immunities set forth in Article 7 for the benefit of the Purchase Contract Agent, and such rights, protections, privileges and immunities shall be in addition to and not in lieu of the rights, protections, privileges and immunities set forth elsewhere herein.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 6.04 or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunderunder the Stock Purchase Contracts, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, Junior Subordinated Debentures or the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ Issuer Trust’s or the Property Trustee’s obligations under the Stock Purchase Contracts and the Stock Purchase Contract Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, Junior Subordinated Debentures or the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private salessales as permitted by applicable law. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments from amounts transferred or transferable to the Company on account of Proceeds of (i) the Notes underlying any Pledged Applicable Ownership Interests in Notes (other than Junior Subordinated Debentures or any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement Article V, in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are a part Issuer Trust under the related Stock Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” hereunder default under the Stock Purchase Contracts and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Junior Subordinated Debentures or such Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than principal amount of, and any interest payments thereon)on, the Pledged Junior Subordinated Debentures and (ii) the principal amount of, and any interest on, the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury PortfolioSecurities, subject, in each case, to the provisions of this AgreementArticle V, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder Property Trustee agrees that, from time to time, upon the written request of the Company or the Collateral AgentAgent (acting upon the request of the Company), the Purchase Contract Agent, on behalf of such Holder, Property Trustee shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder; provided, however, that, in no event shall the Property Trustee be responsible for the preparation (other than execution upon the request of the Company) or filing of any financing or continuation statements. The Purchase Contract Agent In the absence of bad faith, the Property Trustee shall have no liability to any Holder the Company or the Collateral Agent (acting upon the request of the Company) for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the request of the Company) hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.5 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.1(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Treasury Portfolio Interest or Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Treasury Portfolio Interest or Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds principal payments of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities or on account of any Pledged Treasury Portfolio Interest as provided in this Agreement Section 3 hereof, in satisfaction of the Obligations of the Holder of the Units PIES of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities or Pledged Treasury Portfolio Interest are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury PortfolioPortfolio Interest, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Senior Notes, (ii) the principal amount of the Pledged Treasury Securities and (iii) the principal amount of the Pledged Applicable Ownership Interests in the Treasury PortfolioPortfolio Interest, subject, in each case, to the provisions of this AgreementSection 3 hereof, and as otherwise provided granted herein. (d) The Subject to Section 9.1, the Purchase Contract Agent and each Holder of PIES agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own grossly negligent acts, its own grossly negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 4.4 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Pledged Senior Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Pledged Senior Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private sales. Each Holder through the Purchase Contract Agent agrees and acknowledges that the Collateral is of a type customarily sold in a recognized market and that, accordingly, no notice of intended disposition of the Collateral need be given by the Collateral Agent. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company Company, the appropriate Applicable Ownership Interest of the Treasury Portfolio or on account of Proceeds principal payments of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement Article III hereof in satisfaction of the Obligations obligations of the Holder of the Units Growth PRIDES of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged such appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying Stated Amount of or, cash dividends on, the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Senior Notes, (ii) the principal amount at maturity of the Pledged Treasury Securities and or (iii) the Pledged applicable Applicable Ownership Interests in Interest of the Treasury Portfolio, subject, in each case, to the provisions of this AgreementSection 3, and as otherwise provided granted herein. (d) The Purchase Contract Agent Agent, individually and as attorney-in-fact for each Holder of Securities, in the event such Holder becomes the Holder of a Growth PRIDES, agrees that, from time to time, upon the written request of the Company, Collateral Agent, the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent actsact, its own negligent failure to act act, its bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 4.4 hereof or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the “UCC”) (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any Section of the UCC, such reference shall be deemed to include a reference to any provision of the UCC which is a successor to, or amendment of, such Section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio Debentures or other Collateral in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio Debentures or other Collateral in one or more public or private salessales and application of the Proceeds in full satisfaction of the Holders' obligations under the Purchase Contracts. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clauses (i) or (ii) of the definition of the term “Applicable Ownership Interest in the Treasury Portfolio”) or on account of principal payments of any Pledged Treasury Securities as provided in Article III hereof in satisfaction of the obligations of the Holder of the Equity Units of which such Pledged Treasury Securities are Securities, or the Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of the term “Applicable Ownership Interest in the Treasury Portfolio”), as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” hereunder default under the related Purchase Contracts and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities Securities, or such Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clauses (i) or (ii) of the definition of the term “Applicable Ownership Interest in the Treasury Portfolio”), as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) principal of, or interest on, the Notes Debentures underlying the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Debentures, (ii) the principal amount of the Pledged Treasury Securities and Securities, or (iii) the Pledged Applicable Ownership Interests in the Treasury Portfolio, subject, in each case, to the provisions of this AgreementArticle III hereof, and as otherwise provided herein. (d) The Purchase Contract Agent individually and as attorney‑in‑fact for each Holder of Equity Units agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of Agent or such Holder, Holder it shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent actsact, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 4.4 hereof or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio Debentures or other Collateral in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private salessales and application of the proceeds in full satisfaction of the Holders' obligations under the Purchase Contracts. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged appropriate Applicable Ownership Interests Interest (as specified in Notes (other than any interest payments thereon), (iiclause ________ of the definition of such term) Pledged Applicable Ownership Interests in of the Treasury Portfolio, Portfolio or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article III hereof in satisfaction of the Obligations obligations of the Holder of the Units Securities of which such Notes underlying Pledged Treasury Securities, or the appropriate Pledged Applicable Ownership Interests Interest (as specified in Notes, clause ________ of the definition of such Pledged Applicable Ownership Interests in term) of the Treasury Portfolio or such Pledged Treasury Securities are Portfolio, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Treasury Securities, or such appropriate Pledged Applicable Ownership Interests Interest (as specified in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in clause _____ of the definition of such term) of the Treasury Portfolio, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) principal of, or interest on, the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Debentures, (ii) the principal amount of the Pledged Treasury Securities and Securities, or (iii) the appropriate Pledged Applicable Ownership Interests Interest in the Treasury Portfolio, subject, in each case, to the provisions of this AgreementArticle III, and as otherwise provided granted herein. (d) The Purchase Contract Agent individually and as attorney-in-fact for each Holder of Securities, in the event such Holder becomes the Holder of Type A Securities or Type B Securities, agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent actsact, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.07 hereof or otherwise available at law or in equity, after a collateral default or an event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the or Pledged Treasury Securities and/or or (2) sale of the Pledged Applicable Ownership Interests Notes or Pledged Treasury Securities in the Treasury Portfolio one or more public or private sales, and in full satisfaction of each instance, the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or (2) sale of the Notes underlying Pledged Applicable Ownership Interests shall be deemed to have been satisfied in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private salesfull. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds principal payments of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement Article 3 hereof, in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities Securities, are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Notes, and (ii) the principal amount of the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury PortfolioSecurities, subject, in each case, to the provisions of this AgreementArticle 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent Agent, individually or as attorney-in-fact, and each Holder of Units agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own grossly negligent acts, its own grossly negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.06 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.01(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Notes, Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interests (as specified in Notes, clause (A) of the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio definition of such term) in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interests (as specified in clause (A) of the Treasury Portfolio definition of such term) in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged appropriate Applicable Ownership Interests (as specified in Notes clause (other than any interest payments thereon), (iiA) Pledged Applicable Ownership Interests in of the definition of such term) of the Treasury Portfolio, or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article 3 hereof, in satisfaction of the Obligations of the Holder of the Units Securities of which such Notes underlying Pledged appropriate Applicable Ownership Interests (as specified in Notes, clause (A) of the definition of such Pledged Applicable Ownership Interests in term) of the Treasury Portfolio or such Pledged Treasury Securities are Securities, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged the appropriate Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Notes, (ii) the principal amount of the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the principal amount of the Treasury Portfolio, subject, in each case, to the provisions of this AgreementArticle 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder of Securities agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.06 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.01(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in [Subordinated] Notes, the Pledged Treasury Securities and/or or the Pledged appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the Treasury Portfolio definition of such term) in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in [Subordinated] Notes, the Pledged Treasury Securities or the Pledged appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the Treasury Portfolio definition of such term) in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged appropriate Applicable Ownership Interests Interest (as specified in Notes clause (other than any interest payments thereon), (iiA) Pledged Applicable Ownership Interests in of the definition of such term) of the Treasury Portfolio, or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article 3 hereof, in satisfaction of the Obligations of the Holder of the Stock Purchase Units (if a Tax Event Redemption has occurred) of which such appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or the Holder of the Treasury Stock Purchase Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are Securities, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)[Subordinated] Notes, (ii) the principal amount of the Pledged Treasury Securities and (iii) the Pledged principal amount of the Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, subject, in each case, to the provisions of this AgreementSection 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder of Securities agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunderunder the Purchase Contracts, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private salessales or otherwise at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying any Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, Consideration or (iii) the Pledged Treasury Securities as provided in this Agreement Article III hereof in satisfaction of the Obligations obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are Consideration or Pledged Treasury Securities, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” hereunder default under the Purchase Contracts and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or such Pledged Applicable Ownership Interests in the Treasury PortfolioConsideration, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of, or interest on, the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Notes, or (ii) the principal amount of the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury PortfolioConsideration or Xxxxxxx Xxxxxxxx Securities, subject, in each case, to the provisions of this AgreementArticle III, and as otherwise provided granted herein. (d) The Purchase Contract Agent Agent, individually and as attorney-in-fact for each Holder of Units, agrees that, from time to time, upon the written request of the Company or the Collateral AgentAgent (acting upon the written request of the Company), the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as may be necessary, including as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent actsact, its own negligent failure to act act, its own bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 4.4 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not not, to the UCC extent permitted by law, the Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code, which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ Holder's obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of the appropriate Applicable Ownership Interest (as specified in clause (i) of the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (iidefinition of such term) Pledged Applicable Ownership Interests in of the Treasury Portfolio, Portfolio or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article III hereof in satisfaction of the Obligations obligations of the Holder of the Units Securities of which such Notes underlying Pledged Treasury Securities, or the appropriate Pledged Applicable Ownership Interests Interest (as specified in Notes, such Pledged clause (i) of the definition of Applicable Ownership Interests Interest) in the Treasury Portfolio or such Pledged Treasury Securities are Portfolio, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Treasury Securities, or such appropriate Pledged Applicable Ownership Interests Interest (as specified in Notes, Pledged Treasury Securities or Pledged clause (i) of the definition of Applicable Ownership Interests Interest) in the Treasury Portfolio, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) principal and interest on the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Notes, (ii) the principal amount of the Pledged Treasury Securities and Securities, or (iii) the appropriate Pledged Applicable Ownership Interests Interest in the Treasury Portfolio, subject, in each case, to the provisions of this AgreementArticle III, and as otherwise provided granted herein. (d) The Purchase Contract Agent Agent, individually and as attorney-in-fact for each Holder of Securities, agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as are necessary or as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent actsact, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 4.4 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not not, to the UCC extent permitted by law, the Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio Debentures or other Collateral in full satisfaction of the Holders’ Holders obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged appropriate Applicable Ownership Interests Interest (as specified in Notes clause (other than any interest payments thereon), (iiA) Pledged Applicable Ownership Interests in of the definition of such term) of the Treasury Portfolio, Portfolio or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Section 3 hereof in satisfaction of the Obligations obligations of the Holder of the Units Securities of which such Notes underlying Pledged Treasury Securities, or the appropriate Applicable Ownership Interests Interest (as specified in Notes, clause (A) of the definition of such Pledged Applicable Ownership Interests in term) of the Treasury Portfolio or such Pledged Treasury Securities are Portfolio, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury PortfolioSecurities, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, the Collateral Agent is hereby irrevocably authorized to receive, collect and apply to the satisfaction of the Obligations all payments with respect to (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury Portfolio, subject, in each case, to the provisions of this Agreement, and as otherwise provided herein. (d) The Purchase Contract Agent and each Holder agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of such Holder, shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.or

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.07 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.01(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Notes, Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying appropriate Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article 3 hereof, in satisfaction of the Obligations of the Holder of the Units Securities of which such Notes underlying appropriate Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities Securities, as applicable, are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Notes, (ii) the principal amount of the Pledged Treasury Securities and (iii) the principal amount of the Pledged Applicable Ownership Interests in the Treasury PortfolioInterest, subject, in each case, to the provisions of this AgreementArticle 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder of Securities agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own grossly negligent acts, its own grossly negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.07 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.01(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Preferred Securities, Pledged Notes, Pledged Treasury Securities or the appropriate Applicable Ownership Interests (as specified in Notes, clause (A) of the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in definition of such term) of the Treasury Portfolio in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Preferred Securities, Pledged Notes, the Pledged Treasury Securities or the Pledged appropriate Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged appropriate Applicable Ownership Interests (as specified in Notes clause (other than any interest payments thereon), (iiA) Pledged Applicable Ownership Interests in of the definition of such term) of the Treasury Portfolio, or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article 3 hereof, in satisfaction of the Obligations of the Holder of the Units Securities of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities Securities, as applicable, are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in of the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying liquidation amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Preferred Securities, (ii) the principal amount of the Pledged Notes, (iii) the principal amount of the Pledged Treasury Securities and (iiiiv) the principal amount of the Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, subject, in each case, to the provisions of this AgreementArticle 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder of Securities agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder or any other third party for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.7 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.1(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Preferred Securities, Pledged Subordinated Deferrable Notes, the Pledged Treasury Securities and/or or the Pledged appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the Treasury Portfolio definition of such term) in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Preferred Securities, Pledged Subordinated Deferrable Notes, the Pledged Treasury Securities or the Pledged appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the Treasury Portfolio definition of such term) in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged appropriate Applicable Ownership Interests Interest (as specified in Notes clause (other than any interest payments thereon), (iiA) Pledged Applicable Ownership Interests in of the definition of such term) of the Treasury Portfolio, or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Section 3 hereof, in satisfaction of the Obligations of the Holder of the PEPS Units (if a Tax Event Redemption has occurred) of which such appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or the Holder of the Treasury PEPS Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are Securities, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably 30 authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying liquidation or redemption amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Preferred Securities, (ii) the principal amount or redemption amount of the Pledged Subordinated Deferrable Notes, (iii) the principal amount of the Pledged Treasury Securities and (iiiiv) the Pledged principal amount of the Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, subject, in each case, to the provisions of this AgreementSection 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder of Securities agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b)) hereunder, the The Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code as in effect in the State of New York (the "Code") (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) ), Revised Article 8 and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds principal payments of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement Section 3 hereof in satisfaction of the Obligations obligations of the Holder of the Units Securities of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicableand such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code, Revised Article 8 and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying Stated Amount of, or cash distributions on, the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Preferred Securities, or (ii) the principal of the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury PortfolioSecurities, subject, in each case, to the provisions of this AgreementSection 3, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder of Securities, in the event such Holder becomes the holder of a Growth PRIDES, agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent actsact, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.07 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.01(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Notes, Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying appropriate Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article 3 hereof, in satisfaction of the Obligations of the Holder of the Units Securities of which such Notes underlying appropriate Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities Securities, as applicable, are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Notes, (ii) the principal amount of the Pledged Treasury Securities and (iii) the principal amount of the Pledged Applicable Ownership Interests in the Treasury Portfolio, Interest. subject, in each case, to the provisions of this AgreementArticle 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder of Securities agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own grossly negligent acts, its own grossly negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral event Collateral Event of default (as specified in Section 13.01(b)) Default hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Notes Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in NotesConvertible Preferred Stock, the Pledged Treasury Securities and/or Securities, the Pledged Applicable Ownership Interests in the Treasury Portfolio and/or the Pledged Cash in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or (2ii) sale of the Notes Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in NotesConvertible Preferred Stock, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Notes Convertible Preferred Stock (other than any interest dividend payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, (iii) Pledged Cash or (iiiiv) the Pledged Treasury Securities as provided in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such Notes Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in NotesConvertible Preferred Stock, such Pledged Applicable Ownership Interests in the Treasury Portfolio Portfolio, such Pledged Cash or such Pledged Treasury Securities are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event Collateral Event of defaultDefault” hereunder hereunder, and the Collateral Agent shall, for the benefit of the Company, have and may exercise, with reference to such Notes Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in NotesConvertible Preferred Stock, Pledged Treasury Securities Securities, Pledged Cash or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, collect and apply to the satisfaction of the Obligations all payments with respect to (i) the Notes Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Notes Convertible Preferred Stock (other than any interest dividend payments thereon), (ii) the Pledged Treasury Securities Securities, the (iii) Pledged Cash and (iiiiv) the Pledged Applicable Ownership Interests in the Treasury Portfolio, subject, in each case, to the provisions of this Agreement, and as otherwise provided herein. (d) The Purchase Contract Agent and each Holder agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of such Holder, shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.4 or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b7.1(b) below)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Code (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder under this Agreement may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio Debentures in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio Debentures in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event if the Collateral Agent is unable to make payments to the Company on account of Proceeds principal payments of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement Article 3, in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” hereunder default under this Agreement and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicableand such Obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein in this Agreement or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Treasury Securities, and (ii) the Pledged Treasury Securities and (iii) principal amount of the Pledged Applicable Ownership Interests in the Treasury PortfolioDebentures, subject, in each case, to the provisions of this AgreementArticle 3, and as otherwise provided hereingranted in this Agreement. (d) The Purchase Contract Agent and each Holder of Units, in the event such Holder becomes the Holder of a Treasury Unit, agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereofof the Pledge, and to confirm the rights of the Collateral Agent hereunderunder this Agreement. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.the

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 4.4 hereof or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the “UCC”) (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any Section of the UCC, such reference shall be deemed to include a reference to any provision of the UCC which is a successor to, or amendment of, such Section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio Debentures or other Collateral in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio Debentures or other Collateral in one or more public or private salessales and application of the Proceeds in full satisfaction of the Holders’ obligations under the Purchase Contracts. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clauses (i) or (ii) of the definition of the term “Applicable Ownership Interest in the Treasury Portfolio”) or on account of principal payments of any Pledged Treasury Securities as provided in Article III hereof in satisfaction of the obligations of the Holder of the Equity Units of which such Pledged Treasury Securities are Securities, or the Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of the term “Applicable Ownership Interest in the Treasury Portfolio”), as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” hereunder default under the related Purchase Contracts and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities Securities, or such Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clauses (i) or (ii) of the definition of the term “Applicable Ownership Interest in the Treasury Portfolio”), as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) principal of, or interest on, the Notes Debentures underlying the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Debentures, (ii) the principal amount of the Pledged Treasury Securities and Securities, or (iii) the Pledged Applicable Ownership Interests in the Treasury Portfolio, subject, in each case, to the provisions of this AgreementArticle III hereof, and as otherwise provided herein. (d) The Purchase Contract Agent individually and as attorney-in-fact for each Holder of Equity Units agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of Agent or such Holder, Holder it shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent actsact, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunderunder the Purchase Contracts, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, at the direction of the Company (1i) retention of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Pledged Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private salessales or otherwise at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying any Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, Consideration or (iii) the Pledged Treasury Securities as provided in this Agreement Article III hereof in satisfaction of the Obligations obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are Consideration or Pledged Treasury Securities, as applicable, is a part under the related Purchase Contracts, the any such inability to make such payments a payment shall constitute a “collateral an event of default” hereunder default under the Purchase Contracts and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or such Pledged Applicable Ownership Interests in the Treasury PortfolioConsideration, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of, or interest on, the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Notes, or (ii) the principal amount of the Pledged Treasury Securities and (iii) the Consideration or Pledged Applicable Ownership Interests in the Treasury PortfolioSecurities, subject, in each case, to the provisions of this AgreementArticle III, and as otherwise provided granted herein. (d) The Purchase Contract Agent Agent, individually and as attorney-in-fact for each Holder of Units, agrees that, from time to time, upon the written request of the Company or the Collateral AgentAgent (acting upon the written request of the Company), the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as may be necessary, including as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent actsact, its own negligent failure to act act, its own bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.07 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.01(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Trades Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, STACKS or the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations under the Stock Purchase Contracts and the Stock Purchase Contract Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, STACKS or the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent Company is unable to make payments from amounts transferred or transferable to the Company on account of Proceeds the principal payments of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement Article III hereof, in satisfaction of the Obligations of the Holder of the Units Common SPACES of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such applicable Pledged Treasury Securities are a part under the related Stock Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Trades Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying liquidation amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), STACKS and (ii) the principal amount of the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury PortfolioSecurities, subject, in each case, to the provisions of this AgreementArticle III hereof, and as otherwise provided granted herein. (d) The Stock Purchase Contract Agent and each Holder of Common SPACES agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Stock Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent Company may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Stock Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 4.4 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not not, to the UCC extent permitted by law, the Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations Regulations, and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code that is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the maximum extent permitted by applicable law, (1i) cancellation or retention of the Pledged Senior Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ ' obligations under the their respective Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Pledged Senior Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying appropriate Pledged Applicable Ownership Interests Interest (as specified in Notes clause (other than any interest payments thereon), (iiA) Pledged Applicable Ownership Interests in of the definition of such term) of the Treasury Portfolio, Portfolio or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article 3 hereof in satisfaction of the Obligations obligations of the Holder of the Units Securities of which such Notes underlying Pledged Treasury Securities, or the appropriate Pledged Applicable Ownership Interests Interest (as specified in Notes, clause (A) of the definition of such Pledged Applicable Ownership Interests in term) of the Treasury Portfolio or such Pledged Treasury Securities are Portfolio, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Treasury Securities, or such appropriate Pledged Applicable Ownership Interests Interest (as specified in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) principal and interest on the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Senior Notes, (ii) the principal amount of the Pledged Treasury Securities and Securities, or (iii) the appropriate Pledged Applicable Ownership Interests in Interest of the Treasury Portfolio, subject, in each case, to the provisions of this AgreementArticle 3, and as otherwise provided specified herein. (d) The Purchase Contract Agent Agent, individually and as attorney-in-fact for each Holder of Securities, agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent actsact, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the UCC Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1i) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Trust Preferred Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio or other Collateral in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2ii) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Trust Preferred Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio other Collateral in one or more public or private salessales at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying any Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, Consideration or (iii) the Pledged Treasury Securities as provided in this Agreement Article III hereof in satisfaction of the Obligations obligations of the Holder of the Units Securities of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are Consideration or Pledged Treasury Securities, as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or such Pledged Applicable Ownership Interests in the Treasury PortfolioConsideration, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying Stated Amount of or, cash distributions on, the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Trust Preferred Securities, or (ii) the principal amount of the Pledged Treasury Securities and (iii) the Consideration or Pledged Applicable Ownership Interests in the Treasury PortfolioSecurities, subject, in each case, to the provisions of this AgreementArticle III, and as otherwise provided granted herein. (d) The Purchase Contract Agent Agent, individually and as attorney-in-fact for each Holder of Securities, agrees that, from time to time, upon the written request of the Company or the Collateral AgentAgent (acting upon the written request of the Company), the Purchase Contract Agent, on behalf of Agent or such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent actsact, its own negligent failure to act act, its bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies set forth herein specified in Section 5.07 hereof or otherwise available at law or in equity, after a collateral an event of default (as specified in Section 13.01(b)7.01(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Notes, Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ ' obligations under the Purchase Contracts and the Purchase Contract Agreement and/or or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying appropriate Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, or (iii) the on account of principal payments of any Pledged Treasury Securities as provided in this Agreement Article 3 hereof, in satisfaction of the Obligations of the Holder of the Units Securities of which such Notes underlying appropriate Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities Securities, as applicable, are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral an event of default” default hereunder and the Collateral Agent shall, for the benefit of the Company, shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury PortfolioInterests, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable lawAgent, the Collateral Agent is hereby irrevocably authorized to receive, receive and collect and apply to the satisfaction of the Obligations all payments with respect to of (i) the Notes underlying principal amount of the Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon)Notes, (ii) the principal amount of the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury Portfolio, Interests. subject, in each case, to the provisions of this AgreementArticle 3 hereof, and as otherwise provided granted herein. (d) The Purchase Contract Agent and each Holder of Securities agrees that, from time to time, upon the written request of the Collateral Agent, Agent or the Purchase Contract Agent, on behalf of such Holder, Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own grossly negligent acts, its own grossly negligent failure to act or its own willful misconduct.