Common use of Transfer of Collateral upon Occurrence of Termination Event Clause in Contracts

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Income PRIDES or Growth PRIDES or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesNotes, the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio Portfolio, or the Treasury Securities, as the case may be, underlying the Income PRIDES Normal Units and the Growth PRIDES Stripped Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Normal Units Register or the Growth PRIDES Stripped Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Normal Units or Growth PRIDES Stripped Units or delivery of an Income PRIDES a Normal Units Certificate or Growth PRIDES Stripped Units Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesNotes, the appropriate Treasury Portfolio Consideration or Applicable Ownership Interest in the Treasury Portfolio, or Treasury Securities, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Normal Units or Growth PRIDES Stripped Units fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio Portfolio, or Treasury Securities, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Normal Units or Growth PRIDES Stripped Units are transferred or the Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer Transfer to the Purchase Contract Agent of the Preferred Securities, the appropriate Applicable Ownership Interest of in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Corporate Units and the Growth PRIDES Treasury Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Security Register, as the case may be. Upon book-entry book‑entry transfer of the Income PRIDES Corporate Units or Growth PRIDES Treasury Units or delivery of an Income PRIDES a Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred SecuritiesApplicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry book‑entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer Transfer or delivery, the Preferred Securities, the appropriate Applicable Ownership Interest of in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Corporate Units or Growth PRIDES Treasury Units are transferred or the Income PRIDES Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesNotes, the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio Portfolio, or the Treasury Securities, as the case may be, underlying the Income PRIDES Equity Units and the Growth PRIDES Stripped Equity Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Notes or the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio Portfolio, or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Equity Units Register or the Growth PRIDES Stripped Equity Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Equity Units or Growth PRIDES Stripped Equity Units or delivery of an Income PRIDES Equity Units Certificate or Growth PRIDES Stripped Equity Units Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesNotes, the appropriate Treasury Portfolio Consideration or Applicable Ownership Interest in the Treasury Portfolio, or Treasury Securities, as the case may be, underlying such Income PRIDES Equity Units or Growth PRIDESStripped Equity Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder would be entitled to receive less than $1,000 principal amount at maturity of Income PRIDES any Treasury security, the Agent shall dispose of such Treasury security for cash and deliver such cash to the Holder. In the event a Holder of Equity Units or Growth PRIDES Stripped Equity Units fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Equity Units or Growth PRIDESStripped Equity Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until (i) such Income PRIDES Equity Units or Growth PRIDES Stripped Equity Units are transferred or the Income PRIDES Equity Units Certificate or Growth PRIDES Stripped Equity Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Equity Units Certificate or Growth PRIDES Stripped Equity Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Debt Securities, the appropriate Applicable Ownership Interest of in the appropriate Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Debt Securities or the appropriate Applicable Ownership Interest of in the appropriate Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the an Income PRIDES Certificate or Growth PRIDES Certificate or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Debt Securities, the Applicable Ownership Interest in the appropriate Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Preferred Debt Securities, the appropriate Applicable Ownership Interest of in the appropriate Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions interest thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of a Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesDebentures, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Corporate Units and the Growth PRIDES Treasury Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities or the Debentures, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Corporate Unit Register or the Growth PRIDES Treasury Unit Register, as the case may be. Upon book-entry transfer of the Income PRIDES Corporate Units or Growth PRIDES Treasury Units or delivery of an Income PRIDES a Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesDebentures, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer or delivery, the Preferred SecuritiesDebentures, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Corporate Units or Growth PRIDES Treasury Units are transferred or the Income PRIDES Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Securities, Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Income PRIDES Normal Units and the Growth PRIDES Stripped Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Normal Units Register or the Growth PRIDES Stripped Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Normal Units or Growth PRIDES Stripped Units or delivery of an Income PRIDES a Normal Units Certificate or Growth PRIDES Stripped Units Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesNotes, the appropriate Treasury Portfolio Consideration or the Treasury Securities, as the case may be, Securities underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Normal Units or Growth PRIDES Stripped Units fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Normal Units or Growth PRIDES Stripped Units are transferred or the Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders' Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the [Preferred Securities,] Notes[, the appropriate Applicable Ownership Interest of in the Treasury Portfolio Portfolio,] or the Treasury Securities, as the case may be, underlying the Income PRIDES SPC Units and the Growth PRIDES Treasury SPC Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such [Preferred Securities or the Securities,] Notes[, appropriate Applicable Ownership Interest of in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Income PRIDES SPC Units Register or the Growth PRIDES Treasury SPC Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES SPC Units or Growth PRIDES the Treasury SPC Units or delivery of an Income PRIDES a SPC Units Certificate or Growth PRIDES Treasury SPC Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the [Preferred Securities,] Notes[, appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, underlying such Income PRIDES SPC Units or Growth PRIDESTreasury SPC Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES SPC Units or Growth PRIDES Treasury SPC Units fails to effect such transfer or delivery, the [Preferred Securities,] Notes[, the appropriate Applicable Ownership Interest of in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, underlying such Income PRIDES SPC Units or Growth PRIDESTreasury SPC Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesNotes, the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio Portfolio, or the Treasury Securities, as the case may be, underlying the Income PRIDES Normal Units and the Growth PRIDES Stripped Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Notes or the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio or the Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Normal Units Register or the Growth PRIDES Stripped Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Normal Units or Growth PRIDES Stripped Units or delivery of an Income PRIDES a Normal Units Certificate or Growth PRIDES Stripped Units Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesNotes, the appropriate Treasury Portfolio Consideration or Applicable Ownership Interest in the Treasury Portfolio, or the Treasury Securities, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Normal Units or Growth PRIDES Stripped Units fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio Portfolio, or the Treasury Securities, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Normal Units or Growth PRIDES Stripped Units are transferred or the Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Preferred Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Stock Purchase Units and the Growth PRIDES Treasury Stock Purchase Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Security Register, as the case may be. Upon book-entry transfer of the Income PRIDES Stock Purchase Units or Growth PRIDES the Treasury Stock Purchase Units or delivery of an Income PRIDES a Stock Purchase Units Certificate or Growth PRIDES Treasury Stock Purchase Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Stock Purchase Units or Growth PRIDESTreasury Stock Purchase Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Stock Purchase Units or Growth PRIDES Treasury Stock Purchase Units fails to effect such transfer or delivery, the Preferred Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Stock Purchase Units or Growth PRIDESTreasury Stock Purchase Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Income PRIDES or Growth PRIDES or delivery of an Income PRIDES Certificate or a Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesNotes, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Income PRIDES or Growth PRIDES would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash, and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Preferred Securities, Senior Deferrable Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES PEPS Units and the Growth PRIDES Treasury PEPS Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or Securities, Senior Deferrable Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Security Register, as the case may be. Upon book-entry transfer of the Income PRIDES PEPS Units or Growth PRIDES the Treasury PEPS Units or delivery of an Income PRIDES a PEPS Units Certificate or Growth PRIDES Treasury PEPS Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred Securities, Senior Deferrable Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES PEPS Units or Growth PRIDESTreasury PEPS Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES PEPS Units or Growth PRIDES Treasury PEPS Units fails to effect such transfer or delivery, the Preferred Securities, Senior Deferrable Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES PEPS Units or Growth PRIDESTreasury PEPS Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent by the Collateral Agent of the Preferred SecuritiesNotes, the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio Portfolio, or the Treasury Securities, as the case may be, underlying the Income PRIDES and Equity Units or the Growth PRIDES Stripped Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Notes or the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio Portfolio, or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Equity Units Register or the Growth PRIDES Stripped Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Equity Units or Growth PRIDES Stripped Units or delivery of an Income PRIDES Equity Units Certificate or Growth PRIDES Stripped Units Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesNotes, the appropriate Treasury Portfolio Consideration or Applicable Ownership Interest in the Treasury Portfolio, or Treasury Securities, as the case may be, underlying such Income PRIDES Equity Units or Growth PRIDESStripped Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder would be entitled to receive less than $1,000 principal amount at maturity of Income PRIDES any Treasury security, the Agent shall dispose of such Treasury security for cash and deliver such cash to the Holder. In the event a Holder of Equity Units or Growth PRIDES Stripped Units fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Equity Units or Growth PRIDESStripped Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until (i) such Income PRIDES Equity Units or Growth PRIDES Stripped Units are transferred or the Income PRIDES Equity Units Certificate or Growth PRIDES Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Equity Units Certificate or Growth PRIDES Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Preferred SecuritiesSenior Notes, the appropriate Applicable Ownership Interest of Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Corporate Units and the Growth PRIDES Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or Senior Notes, the appropriate Applicable Ownership Interest of Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Security Register, as the case may be. Upon book-entry transfer of the Income PRIDES or Growth PRIDES or delivery of an Income PRIDES a Corporate Units Certificate or Growth PRIDES Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred SecuritiesSenior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer or delivery, the Preferred SecuritiesSenior Notes, the appropriate Applicable Ownership Interest of Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Securities or the Treasury Securities, as the case may be, underlying the Income PRIDES Normal Common Equity Units and the Growth PRIDES Stripped Common Equity Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Security Register, as the case may be. Upon book-entry transfer of the Income PRIDES Normal Common Equity Units or Growth PRIDES the Stripped Common Equity Units or delivery of an Income PRIDES a Normal Common Equity Unit Certificate or Growth PRIDES Stripped Common Equity Unit Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities, the Treasury Portfolio Securities or Treasury Securities, as the case may be, underlying such Income PRIDES Normal Common Equity Units or Growth PRIDESStripped Common Equity Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Normal Common Equity Units or Growth PRIDES Stripped Common Equity Units fails to effect such transfer or delivery, the Trust Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Securities or Treasury Securities, as the case may be, underlying such Income PRIDES Normal Common Equity Units or Growth PRIDESStripped Common Equity Units, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesDebentures, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Income PRIDES or Growth PRIDES or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesDebentures, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Income PRIDES or Growth PRIDES would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash, and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Preferred SecuritiesDebentures, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesDebt Securities , the appropriate Applicable Ownership Interest of in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Normal Units and the Growth PRIDES Stripped Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Debt Securities or the appropriate Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Normal Unit Register or the Growth PRIDES Stripped Unit Register, as the case may be. Upon book-entry transfer of the Income PRIDES Normal Units or Growth PRIDES Stripped Units or delivery of an Income PRIDES a Normal Unit Certificate or Growth PRIDES Stripped Unit Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Debt Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Normal Units or Growth PRIDES Stripped Units fails to effect such transfer or delivery, the Preferred Debt Securities, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Normal Units or Growth PRIDES Stripped Units are transferred or the Income PRIDES Normal Unit Certificate or Growth PRIDES Stripped Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Normal Unit Certificate or Growth PRIDES Stripped Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesSenior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Corporate Units and the Growth PRIDES Treasury Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Corporate Units Register or the Growth PRIDES Treasury Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Corporate Units or Growth PRIDES Treasury Units or delivery of an Income PRIDES a Corporate Units Certificate or Growth PRIDES Treasury Units Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesSenior Notes, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Corporate Units or Treasury Units would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash using a customary method (and shall have no liability relating to the amount of cash so received, unless any deficiency in the amount of such cash arose from the negligence, willful misconduct or bad faith of the Agent), and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer or delivery, the Preferred SecuritiesSenior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Corporate Units or Growth PRIDES Treasury Units are transferred or the Income PRIDES Corporate Units Certificate or Growth PRIDES Treasury Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Corporate Units Certificate or Growth PRIDES Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer Transfer to the Purchase Contract Agent of the Preferred Securities, the appropriate Applicable Ownership Interest of in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Corporate Units and the Growth PRIDES Treasury Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Security Register, as the case may be. Upon book-entry book‑entry transfer of the Income PRIDES Corporate Units or Growth PRIDES Treasury Units or delivery of an Income PRIDES a Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred SecuritiesApplicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry book‑entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer Transfer or delivery, the Preferred Securities, the appropriate Applicable Ownership Interest of in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Corporate Units or Growth PRIDES Treasury Units are transferred or the Income PRIDES Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Securities, Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Income PRIDES Normal Units and the Growth PRIDES Stripped Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Normal Units Register or the Growth PRIDES Stripped Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Normal Units or Growth PRIDES Stripped Units or delivery of an Income PRIDES a Normal Units Certificate or Growth PRIDES Stripped Units Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesNotes, the appropriate Treasury Portfolio Consideration or the Treasury Securities, as the case may be, Securities underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Normal Units or Growth PRIDES Stripped Units fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Normal Units or Growth PRIDES Stripped Units are transferred or the Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesSenior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Income PRIDES or Growth PRIDES or delivery of an Income PRIDES Certificate or a Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesSenior Notes, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Income PRIDES or Growth PRIDES would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash, and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Preferred SecuritiesSenior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesSenior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Corporate Units and the Growth PRIDES Treasury Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Corporate Units Register or the Growth PRIDES Treasury Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Corporate Units or Growth PRIDES Treasury Units or delivery of an Income PRIDES a Corporate Units Certificate or Growth PRIDES Treasury Units Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesSenior Notes, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Corporate Units or Treasury Units would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash using a customary method (and shall have no liability relating to the amount of cash so received, unless any deficiency in the amount of such cash arose from the negligence, willful misconduct or bad faith of the Agent), and transfer the appropriate amount of such cash to such Holder in accordance with such Xxxxxx's instructions. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer or delivery, the Preferred SecuritiesSenior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Corporate Units or Growth PRIDES Treasury Units are transferred or the Income PRIDES Corporate Units Certificate or Growth PRIDES Treasury Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Corporate Units Certificate or Growth PRIDES Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Preferred Securitiesapplicable Debentures (or, if such Termination Event occurs after a Remarketing Settlement Date and prior to the appropriate Applicable Ownership Interest of applicable Stock Purchase Date, an interest in the Treasury Portfolio Portfolio) or the applicable Qualifying Treasury Securities, as the case may be, underlying the Income PRIDES Corporate Units and the Growth PRIDES Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or applicable Debentures (or, if such Termination Event occurs after a Remarketing Settlement Date and prior to the appropriate Applicable Ownership Interest of applicable Stock Purchase Date, an interest in the Treasury Portfolio Portfolio) or applicable Qualifying Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D, mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Security Register, as the case may be. Upon book-entry transfer of the Income PRIDES Corporate Units or Growth PRIDES the Treasury Units or delivery of an Income PRIDES a Corporate Unit Certificate or Growth PRIDES Certificate Treasury Unit Certificate, as the case may be, to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred Securitiesapplicable Debentures (or, if such Termination Event occurs after a Remarketing Settlement Date and prior to the applicable Stock Purchase Date, an interest in the Treasury Portfolio Portfolio) or applicable Qualifying Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer or delivery, the Preferred Securitiesapplicable Debentures (or, if such Termination Event occurs after a Remarketing Settlement Date and prior to the appropriate Applicable Ownership Interest of applicable Stock Purchase Date, an interest in the Treasury Portfolio Portfolio) or applicable Qualifying Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Preferred SecuritiesSenior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio Interest or the Treasury Securities, as the case may be, underlying relating to the Income PRIDES Corporate PIES and the Growth PRIDES Treasury PIES, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of the Senior Notes, Treasury Portfolio Interest or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit E hereto, mailed to such Holder at its address as it appears in the Income PRIDES Corporate PIES Register or the Growth PRIDES Treasury PIES Register, as the case may be. Upon book-entry transfer of the Income PRIDES Corporate PIES or Growth PRIDES Treasury PIES or delivery of an Income PRIDES a Corporate PIES Certificate or Growth PRIDES Treasury PIES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred Securitiessuch Senior Notes, the Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Income PRIDES Corporate PIES or Growth PRIDESTreasury PIES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Corporate PIES or Growth PRIDES Treasury PIES fails to effect such transfer or delivery, the Preferred Securitiessuch Senior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Income PRIDES Corporate PIES or Growth PRIDESTreasury PIES, as the case may be, and any distributions interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.earlier of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Preferred SecuritiesSenior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying relating to the Income PRIDES Corporate PIES and the Growth PRIDES Treasury PIES, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of the Senior Notes, Treasury Portfolio Interest or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit E hereto, mailed to such Holder at its address as it appears in the Income PRIDES Corporate PIES Register or the Growth PRIDES Treasury PIES Register, as the case may be. Upon book-entry transfer of the Income PRIDES Corporate PIES or Growth PRIDES Treasury PIES or delivery of an Income PRIDES a Corporate PIES Certificate or Growth PRIDES Treasury PIES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred Securitiessuch Senior Notes, the Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Income PRIDES Corporate PIES or Growth PRIDESTreasury PIES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Corporate PIES or Growth PRIDES Treasury PIES fails to effect such transfer or delivery, the Preferred Securitiessuch Senior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Income PRIDES Corporate PIES or Growth PRIDESTreasury PIES, as the case may be, and any distributions interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.earlier of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Normal Units and the Growth PRIDES Stripped Units, respectively, pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities or Notes, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Normal Units Register or the Growth PRIDES Stripped Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Normal Units or Growth PRIDES Stripped Units or delivery of an Income PRIDES a Normal Units Certificate or Growth PRIDES Stripped Units Certificate to the Agent with such transfer instructions, the Agent shall transfer Transfer the Preferred SecuritiesNotes, Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may berespectively, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Normal Units or Growth PRIDES Stripped Units fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may berespectively, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until the earlier of (1) such Income PRIDES Normal Units or Growth PRIDES Stripped Units are transferred or the Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the CompanyCompany and (2) the expiration of the time specified in applicable abandoned property laws.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Warrant Agent of the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Equity Units and the Growth PRIDES Treasury Equity Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Warrant Agent shall request transfer instructions with respect to such Preferred Securities or Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of EXHIBIT D hereto, mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Security Register, as the case may be. Upon book-entry transfer of the Income PRIDES Equity Units or Growth PRIDES the Treasury Equity Units or delivery of an Income PRIDES Equity Units Certificate or Growth PRIDES Treasury Equity Units Certificate to the Warrant Agent with such transfer instructions, the Warrant Agent shall transfer the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Equity Units or Growth PRIDESTreasury Equity Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Equity Units or Treasury Equity Units would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Warrant Agent shall dispose of such securities for cash using a customary method (and shall have no liability relating to the amount of cash so received, unless any deficiency in the amount of such cash arose from the gross negligence, willful misconduct or bad faith of the Warrant Agent), and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Income PRIDES Equity Units or Growth PRIDES Treasury Equity Units fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Equity Units or Growth PRIDESTreasury Equity Units, as the case may be, and any distributions thereon, shall be held in the name of the Warrant Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Debt Securities, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Type A Securities and the Growth PRIDES Type B Securities pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Debt Securities or the appropriate Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Type A Register or the Growth PRIDES Type B Register, as the case may be. Upon book-entry transfer of the Income PRIDES Type A Securities or Growth PRIDES Type B Securities or delivery of an Income PRIDES a Type A Certificate or Growth PRIDES Type B Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Debt Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Type A Securities or Growth PRIDESType B Securities, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Type A Securities or Growth PRIDES Type B Securities fails to effect such transfer or delivery, the Preferred Debt Securities, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Type A Securities or Growth PRIDESType B Securities, as the case may be, and any distributions interest thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Type A Securities or Growth PRIDES Type B Securities are transferred or the Income PRIDES Type A Certificate or Growth PRIDES Type B Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Type A Certificate or Growth PRIDES Type B Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Capital Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Capital Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Income PRIDES or Growth PRIDES or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Capital Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Preferred Capital Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesNotes, the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio Portfolio, or the Treasury Securities, as the case may be, underlying the Income PRIDES Normal Units and the Growth PRIDES Stripped Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Notes or the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio Portfolio, or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Normal Units Register or the Growth PRIDES Stripped Units Register, as the case may be. Upon book-book- entry transfer of the Income PRIDES Normal Units or Growth PRIDES Stripped Units or delivery of an Income PRIDES a Normal Units Certificate or Growth PRIDES Stripped Units Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesNotes, the appropriate Treasury Portfolio Consideration or Applicable Ownership Interest in the Treasury Portfolio, or Treasury SecuritiesSecurities or Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Normal Units or Growth PRIDES Stripped Units fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of the Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Normal Units or Growth PRIDES Stripped Units are transferred or the Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES PACS and the Growth PRIDES PACS, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Security Register, as the case may be. Upon book-entry transfer of the Income PRIDES PACS or the Growth PRIDES PACS or delivery of an Income PRIDES PACS Certificate or Growth PRIDES PACS Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES PACS or Growth PRIDESPACS, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES PACS or Growth PRIDES PACS fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES PACS or Growth PRIDESPACS, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Debt Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Type A Securities and the Growth PRIDES Type B Securities pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Debt Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Type A Register or the Growth PRIDES Type B Register, as the case may be. Upon book-entry transfer of the Income PRIDES Type A Securities or Growth PRIDES Type B Securities or delivery of an Income PRIDES a Type A Certificate or Growth PRIDES Type B Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Debt Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Type A Securities or Growth PRIDESType B Securities, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Type A Securities or Growth PRIDES Type B Securities fails to effect such transfer or delivery, the Preferred Debt Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Type A Securities or Growth PRIDESType B Securities, as the case may be, and any distributions interest thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Type A Securities or Growth PRIDES Type B Securities are transferred or the Income PRIDES Type A Certificate or Growth PRIDES Type B Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Type A Certificate or Growth PRIDES Type B Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Securities, the Debentures, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Corporate PIES and the Growth PRIDES Treasury PIES pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities or Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Income PRIDES Corporate PIES Register or the Growth PRIDES Treasury PIES Register, as the case may be. Upon book-entry transfer of the Income PRIDES Corporate PIES or Growth PRIDES Treasury PIES or delivery of an Income PRIDES a Corporate PIES Certificate or Growth PRIDES Treasury PIES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Securities, the Debentures, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate PIES or Growth PRIDESTreasury PIES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Corporate PIES or Growth PRIDES Treasury PIES fails to effect such transfer or delivery, the Preferred Securities, the Debentures, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate PIES or Growth PRIDESTreasury PIES, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until the earlier of (a) such Income PRIDES Corporate PIES or Growth PRIDES Treasury PIES are transferred or the Income PRIDES Corporate PIES Certificate or Growth PRIDES Treasury PIES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Corporate PIES Certificate or Growth PRIDES Treasury PIES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the CompanyCompany and (b) the expiration of the time period specified in the abandoned property laws of the relevant State.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesNotes, the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio Portfolio, or the Treasury Securities, as the case may be, underlying the Income PRIDES Upper DECS and the Growth PRIDES Stripped DECS pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Notes or the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio Portfolio, or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Upper DECS Register or the Growth PRIDES Stripped DECS Register, as the case may be. Upon book-entry transfer of the Income PRIDES Upper DECS or Growth PRIDES Stripped DECS, as the case may be, or delivery of an Income PRIDES Upper DECS Certificate or Growth PRIDES Stripped DECS Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesNotes, the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Upper DECS or Growth PRIDESStripped DECS, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Upper DECS or Growth PRIDES Stripped DECS fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Treasury Consideration, Treasury Securities or Applicable Ownership Interest of in the Treasury Portfolio or Treasury SecuritiesPortfolio, as the case may be, underlying such Income PRIDES Upper DECS or Growth PRIDESStripped DECS, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Upper DECS or Growth PRIDES Stripped DECS, as the case may be, are transferred or the Income PRIDES Upper DECS Certificate or Growth PRIDES Stripped DECS Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Upper DECS Certificate or Growth PRIDES Stripped DECS Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesNotes, the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio Portfolio, or the Treasury Securities, as the case may be, underlying the Income PRIDES Upper DECS and the Growth PRIDES Stripped DECS pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Notes or the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio Portfolio, or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Upper DECS Register or the Growth PRIDES Stripped DECS Register, as the case may be. Upon book-entry transfer of the Income PRIDES Upper DECS or Growth PRIDES Stripped DECS or delivery of an Income PRIDES Upper DECS Certificate or Growth PRIDES Stripped DECS Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesNotes, the appropriate Treasury Portfolio Consideration or Applicable Ownership Interest in the Treasury Portfolio, or Treasury Securities, as the case may be, underlying such Income PRIDES Upper DECS or Growth PRIDESStripped DECS, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder would be entitled to receive less than $1,000 principal amount at maturity of Income PRIDES any Treasury security, the Agent shall dispose of such Treasury security for cash and deliver such cash to the Holder. In the event a Holder of Upper DECS or Growth PRIDES Stripped DECS fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Upper DECS or Growth PRIDESStripped DECS, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until (i) such Income PRIDES Upper DECS or Growth PRIDES Stripped DECS are transferred or the Income PRIDES Upper DECS Certificate or Growth PRIDES Stripped DECS Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Upper DECS Certificate or Growth PRIDES Stripped DECS Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Trust Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Income PRIDES Normal Units and the Growth PRIDES Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Normal Units Register or the Growth PRIDES Stripped Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Normal Units or Growth PRIDES Stripped Units or delivery of an Income PRIDES a Normal Units Certificate or Growth PRIDES Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Trust Preferred Securities, the appropriate Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Normal Units or Growth PRIDES Stripped Units fails to effect such transfer or delivery, the Trust Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Normal Units or Growth PRIDES Stripped Units are transferred or the Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the CompanyTECO.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesDebentures, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Corporate Units and the Growth PRIDES Treasury Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities or the Debentures, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Corporate Unit Register or the Growth PRIDES Treasury Unit Register, as the case may be. Upon book-entry transfer of the Income PRIDES Corporate Units or Growth PRIDES Treasury Units or delivery of an Income PRIDES a Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesDebentures, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer or delivery, the Preferred SecuritiesDebentures, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Corporate Units or Growth PRIDES Treasury Units are transferred or the Income PRIDES Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security. SECTION 3.16.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Upper DECS and the Growth PRIDES Stripped DECS pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Upper DECS Register or the Growth PRIDES Stripped DECS Register, as the case may be. Upon book-entry transfer of the Income PRIDES Upper DECS or Growth PRIDES Stripped DECS or delivery of an Income PRIDES Upper DECS Certificate or Growth PRIDES a Stripped DECS Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesNotes, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Upper DECS or Growth PRIDESStripped DECS, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Upper DECS or Stripped DECS would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash, and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Income PRIDES Upper DECS or Growth PRIDES Stripped DECS fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Upper DECS or Growth PRIDESStripped DECS, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Upper DECS or Growth PRIDES Stripped DECS are transferred or the Income PRIDES Upper DECS Certificate or Growth PRIDES Stripped DECS Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Upper DECS Certificate or Growth PRIDES Stripped DECS Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Securities, Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Income PRIDES Normal Units and the Growth PRIDES Stripped Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Normal Units Register or the Growth PRIDES Stripped Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Normal Units or Growth PRIDES Stripped Units or delivery of an Income PRIDES a Normal Units Certificate or Growth PRIDES Stripped Units Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesNotes, the appropriate Treasury Portfolio Consideration or the Treasury Securities, as the case may be, Securities underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such 35 instructions. In the event a Holder of Income PRIDES Normal Units or Growth PRIDES Stripped Units fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Normal Units or Growth PRIDES Stripped Units are transferred or the Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders' Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Debt Securities, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Debt Securities or the appropriate Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Income PRIDES Certificate or Growth PRIDES Certificate or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Debt Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Preferred Debt Securities, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions interest thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Preferred Securities, Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES PRIDES, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or Securities, Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Security Register, as the case may be. Upon book-entry transfer of the Income PRIDES or the Growth PRIDES or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred Securities, Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Preferred Securities, Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesDebentures, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Corporate Units and the Growth PRIDES Treasury Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Corporate Units Register or the Growth PRIDES Treasury Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Corporate Units or Growth PRIDES Treasury Units or delivery of an Income PRIDES a Corporate Units Certificate or Growth PRIDES Treasury Units Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesDebentures, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Corporate Units or Treasury Units would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash, and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer or delivery, the Preferred SecuritiesDebentures, the appropriate Applicable Ownership Owner ship Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Corporate Units or Growth PRIDES Treasury Units are transferred or the Income PRIDES Corporate Units Certificate or Growth PRIDES Treasury Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.is

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Debt Securities, the appropriate Applicable Ownership Interest of in the relevant Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Corporate Units and the Growth PRIDES Treasury Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Debt Securities or the appropriate Applicable Ownership Interest of in the relevant Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Corporate Unit Register or the Growth PRIDES Treasury Unit Register, as the case may be. Upon book-entry transfer of the Income PRIDES a Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate or delivery of an Income PRIDES a Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Debt Securities, the appropriate Applicable Ownership Interest in the relevant Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer or delivery, the Preferred Debt Securities, the appropriate Applicable Ownership Interest of in the relevant Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Corporate Units or Growth PRIDES Treasury Units are transferred or the Income PRIDES Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of a Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Securities or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES PRIDES, respectively, pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or and/or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-book- entry transfer of the Income PRIDES or Growth PRIDES or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Securities, the Treasury Portfolio Securities or Treasury Securities, as the case may be, Securities underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Securities or Treasury Securities, as the case may be, Securities underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Preferred Securities, Debentures, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES PEPS Units and the Growth PRIDES Treasury PEPS Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or Securities, Debentures, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Income PRIDES PEPS Units Register or the Growth PRIDES Treasury PEPS Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES PEPS Units or Growth PRIDES the Treasury PEPS Units or delivery of an Income PRIDES a PEPS Units Certificate or Growth PRIDES Treasury PEPS Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred Securities, Debentures, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES PEPS Units or Growth PRIDESTreasury PEPS Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES PEPS Units or Growth PRIDES Treasury PEPS Units fails to effect such transfer or delivery, the Preferred Securities, Debentures, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES PEPS Units or Growth PRIDESTreasury PEPS Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.earlier of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Securities, Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Income PRIDES Normal Units and the Growth PRIDES Stripped Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Normal Units Register or the Growth PRIDES Stripped Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Normal Units or Growth PRIDES Stripped Units or delivery of an Income PRIDES a Normal Units Certificate or Growth PRIDES Stripped Units Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesNotes, the appropriate Treasury Portfolio Consideration or the Treasury Securities, as the case may be, Securities underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Normal Units or Growth PRIDES Stripped Units fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Normal Units or Growth PRIDES Stripped Units are transferred or the Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders' Treasury Securities, where such Holder would otherwise have been entitled to receive less than $[____] of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Securities or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES PRIDES, respectively, pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or and/or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Income PRIDES or Growth PRIDES or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Securities, the Treasury Portfolio Securities or Treasury Securities, as the case may be, Securities underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Securities or Treasury Securities, as the case may be, underlying Securities relating to such Income PRIDES or Growth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Corporate Units and the Growth PRIDES Treasury Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Notes or the appropriate Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Corporate Units Register or the Growth PRIDES Treasury Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Corporate Units or Growth PRIDES Treasury Units or delivery of an Income PRIDES a Corporate Unit Certificate or Growth PRIDES a Treasury Unit Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesNotes, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided that, to the extent that a Holder of Corporate Units or Treasury Units would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash, and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Corporate Units or Growth PRIDES Treasury Units are transferred or the Income PRIDES Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Preferred SecuritiesSenior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio Interests or the Treasury Securities, as the case may be, underlying the Income PRIDES Corporate Units and the Growth PRIDES pursuant to Treasury Units, as the case may be, under the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of the Senior Notes, Treasury Portfolio Interests or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit E hereto, mailed to such Holder at its address as it appears in the Income PRIDES Corporate Unit Register or the Growth PRIDES Treasury Unit Register, as the case may be. Upon book-entry transfer of the Income PRIDES Corporate Units or Growth PRIDES Treasury Units or delivery of an Income PRIDES a Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred SecuritiesSenior Notes, the Treasury Portfolio Interests or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer or delivery, the Preferred SecuritiesSenior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio Interests or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.earlier of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Securities, the appropriate Applicable Ownership Interest of Notes or the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Income PRIDES Normal Units and the Growth PRIDES Stripped Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Normal Units Register or the Growth PRIDES Stripped Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Normal Units or Growth PRIDES Stripped Units or delivery of an Income PRIDES a Normal Units Certificate or Growth PRIDES Stripped Units Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesNotes, the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, Securities underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Normal Units or Growth PRIDES Stripped Units fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Normal Units or Growth PRIDES Stripped Units are transferred or the Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders' Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Notes or the Treasury Securities, as the case may be, underlying the Income PRIDES New PEPS Units and the Growth PRIDES Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Notes or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Security Register, as the case may be. Upon book-entry transfer of the Income PRIDES New PEPS Units or Growth PRIDES the Treasury Units or delivery of an Income PRIDES a New PEPS Units Certificate or Growth PRIDES Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred Securities, the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Income PRIDES New PEPS Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, if a Holder of Treasury Units would otherwise have been entitled to receive less than $1,000 principal amount at maturity of any Treasury Security upon the occurrence of a Termination Event, the Purchase Contract Agent will dispose of the security for cash and pay the appropriate amount of such cash to such Holder in accordance with such Holder’s instructions; and provided further, that upon release by the Collateral Agent of Notes underlying the beneficial ownership interest in the Notes pledged to secure the New PEPS Units holders’ obligations under the related Purchase Contracts (other than any release of the Notes in connection with the creation of Treasury Units, an early settlement with separate cash, an early settlement upon a cash merger, a notice to settle with cash or a remarketing, as described in Sections 3.13, 5.08, 5.05(b)(2), 5.03(b) and 5.03(c), respectively) the Notes will be issuable in denominations of $25 principal amount and integral multiples thereof. In the event a Holder of Income PRIDES New PEPS Units or Growth PRIDES Treasury Units fails to effect such transfer or delivery, the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Income PRIDES New PEPS Units or Growth PRIDESTreasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Preferred SecuritiesSenior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio Interests or the Treasury Securities, as the case may be, underlying the Income PRIDES Corporate Units and the Growth PRIDES Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of the Senior Notes, Treasury Portfolio Interests or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit E hereto, mailed to such Holder at its address as it appears in the Income PRIDES Corporate Unit Register or the Growth PRIDES Treasury Unit Register, as the case may be. Upon book-entry transfer of the Income PRIDES Corporate Units or Growth PRIDES Treasury Units or delivery of an Income PRIDES a Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred SecuritiesSenior Notes, the Treasury Portfolio Interests or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer or delivery, the Preferred SecuritiesSenior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio Interests or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.earlier of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Corporate Units and the Growth PRIDES Treasury Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Corporate Units Register or the Growth PRIDES Treasury Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Corporate Units or Growth PRIDES Treasury Units or delivery of an Income PRIDES a Corporate Unit Certificate or Growth PRIDES a Treasury Unit Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesNotes, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to -------- ------- the extent that a Holder of Corporate Units or Treasury Units would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash, and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Corporate Units or Growth PRIDES Treasury Units are transferred or the Income PRIDES Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Debt Securities, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Debt Securities or the appropriate Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Income PRIDES Certificate or Growth PRIDES Certificate or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Debt Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Preferred Debt Securities, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions interest thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Debt Securities, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Debt Securities or the appropriate Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Income PRIDES Certificate or Growth PRIDES Certificate or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Debt Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Preferred Debt Securities, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions interest thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders Applicable Ownership interest in such Treasury Portfolio, where that such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Trust Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Income PRIDES Normal Units and the Growth PRIDES Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Normal Units Register or the Growth PRIDES Stripped Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Normal Units or Growth PRIDES Stripped Units or delivery of an Income PRIDES a Normal Units Certificate or Growth PRIDES Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Trust Preferred Securities, the appropriate Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Normal Units or Growth PRIDES Stripped Units fails to effect such transfer or delivery, the Trust Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Normal Units or Growth PRIDES Stripped Units are transferred or the Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Debt Securities, the appropriate Applicable Ownership Interest of in the appropriate Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Corporate Units and the Growth PRIDES Treasury Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Debt Securities or the appropriate Applicable Ownership Interest of in the appropriate Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Corporate Unit Register or the Growth PRIDES Treasury Unit Register, as the case may be. Upon book-entry transfer of the Income PRIDES a Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate or delivery of an Income PRIDES a Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Debt Securities, the Applicable Ownership Interest in the appropriate Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer or delivery, the Preferred Debt Securities, the appropriate Applicable Ownership Interest of in the appropriate Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Corporate Units or Growth PRIDES Treasury Units are transferred or the Income PRIDES Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of a Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Trust Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Trust Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-book entry transfer of the Income PRIDES or Growth PRIDES or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Trust Preferred Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Trust Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Shares or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Shares or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-book- entry transfer of the Income PRIDES or Growth PRIDES or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Securities, the Treasury Portfolio Shares or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Shares or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Stock Purchase Units and the Growth PRIDES Treasury Stock Purchase Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Security Register, as the case may be. Upon book-entry transfer of the Income PRIDES Stock Purchase Units or Growth PRIDES the Treasury Stock Purchase Units or delivery of an Income PRIDES a Stock Purchase Units Certificate or Growth PRIDES Treasury Stock Purchase Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Stock Purchase Units or Growth PRIDESTreasury Stock Purchase Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Stock Purchase Units or Growth PRIDES Treasury Stock Purchase Units fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Stock Purchase Units or Growth PRIDESTreasury Stock Purchase Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Securities or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES PRIDES, respectively, pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or and/or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Income PRIDES or Growth PRIDES or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Securities, the Treasury Portfolio Securities or Treasury Securities, as the case may be, Securities underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the 42 Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Securities or Treasury Securities, as the case may be, Securities underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Income PRIDES or Growth PRIDES or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate Certifi cate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory satisfac tory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesDebentures, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Type A Securities and the Growth PRIDES Type B Securities pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Debentures or the appropriate Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Type A Register or the Growth PRIDES Type B Register, as the case may be. Upon book-entry transfer of the Income PRIDES Type A Securities or Growth PRIDES Type B Securities or delivery of an Income PRIDES a Type A Certificate or Growth PRIDES Type B Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesDebentures, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Type A Securities or Growth PRIDESType B Securities, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Type A Securities or Growth PRIDES Type B Securities fails to effect such transfer or delivery, the Preferred SecuritiesDebentures, the appropriate Applicable Ownership Interest of in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Type A Securities or Growth PRIDESType B Securities, as the case may be, and any distributions interest thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Type A Securities or Growth PRIDES Type B Securities are transferred or the Income PRIDES Type A Certificate or Growth PRIDES Type B Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Type A Certificate or Growth PRIDES Type B Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Shares or the Treasury Securities, as the case may be, underlying the Income PRIDES Corporate PIES and the Growth PRIDES Treasury PIES pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Shares or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Income PRIDES Corporate PIES Register or the Growth PRIDES Treasury PIES Register, as the case may be. Upon book-entry transfer of the Income PRIDES Corporate PIES or Growth PRIDES Treasury PIES or delivery of an Income PRIDES a Corporate PIES Certificate or Growth PRIDES Treasury PIES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Securities, the Treasury Portfolio Shares or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate PIES or Growth PRIDESTreasury PIES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Corporate PIES or Growth PRIDES Treasury PIES fails to effect such transfer or delivery, the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Shares or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate PIES or Growth PRIDESTreasury PIES, as the case may be, and any distributions dividends or interest thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until the earlier of (a) transfer of such Income PRIDES Corporate PIES or Growth PRIDES are transferred Treasury PIES or surrender of the Income PRIDES Corporate PIES Certificate or Growth PRIDES Treasury PIES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Corporate PIES Certificate or Growth PRIDES Treasury PIES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the CompanyCompany and (b) the expiration of the time period specified in the abandoned property laws of the relevant State.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Preferred Securities[SUBORDINATED] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Stock Purchase Units and the Growth PRIDES Treasury Stock Purchase Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or [SUBORDINATED] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Security Register, as the case may be. Upon book-entry transfer of the Income PRIDES Stock Purchase Units or Growth PRIDES the Treasury Stock Purchase Units or delivery of an Income PRIDES a Stock Purchase Units Certificate or Growth PRIDES Treasury Stock Purchase Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred Securities[SUBORDINATED] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Stock Purchase Units or Growth PRIDESTreasury Stock Purchase Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Stock Purchase Units or Growth PRIDES Treasury Stock Purchase Units fails to effect such transfer or delivery, the Preferred Securities[SUBORDINATED] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Stock Purchase Units or Growth PRIDESTreasury Stock Purchase Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Preferred Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES PEPS Units and the Growth PRIDES Treasury PEPS Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Security Register, as the case may be. Upon book-entry transfer of the Income PRIDES PEPS Units or Growth PRIDES the Treasury PEPS Units or delivery of an Income PRIDES a PEPS Units Certificate or Growth PRIDES Treasury PEPS Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES PEPS Units or Growth PRIDESTreasury PEPS Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES PEPS Units or Growth PRIDES Treasury PEPS Units fails to effect such transfer or delivery, the Preferred Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES PEPS Units or Growth PRIDESTreasury PEPS Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Preferred Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES MEDS Units and the Growth PRIDES Treasury MEDS Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Security Register, as the case may be. Upon book-entry transfer of the Income PRIDES MEDS Units or Growth PRIDES the Treasury MEDS Units or delivery of an Income PRIDES a MEDS Units Certificate or Growth PRIDES Treasury MEDS Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES MEDS Units or Growth PRIDESTreasury MEDS Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES MEDS Units or Growth PRIDES Treasury MEDS Units fails to effect such transfer or delivery, the Preferred Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES MEDS Units or Growth PRIDESTreasury MEDS Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Preferred Securities[Subordinated] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Stock Purchase Units and the Growth PRIDES Treasury Stock Purchase Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or [Subordinated] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Security Register, as the case may be. Upon book-entry transfer of the Income PRIDES Stock Purchase Units or Growth PRIDES the Treasury Stock Purchase Units or delivery of an Income PRIDES a Stock Purchase Units Certificate or Growth PRIDES Treasury Stock Purchase Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred Securities[Subordinated] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Stock Purchase Units or Growth PRIDESTreasury Stock Purchase Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Stock Purchase Units or Growth PRIDES Treasury Stock Purchase Units fails to effect such transfer or delivery, the Preferred Securities[Subordinated] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Stock Purchase Units or Growth PRIDESTreasury Stock Purchase Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Units and the Growth PRIDES Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Units Register or the Growth PRIDES Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Units or Growth PRIDES Units or delivery of an Income PRIDES Units Certificate or Growth PRIDES Units Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Units or Growth PRIDESUnits, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Units or Growth PRIDES Units fails to effect such transfer or delivery, the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Units or Growth PRIDESUnits, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Units or Growth PRIDES Units are transferred or the Income PRIDES Units Certificate or Growth PRIDES Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Units Certificate or Growth PRIDES Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Securities or the Treasury Securities, as the case may be, underlying relating to the Income PRIDES and the Growth PRIDES pursuant PRIDES, respectively, pursu- 35 ant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or and/or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Income PRIDES or Growth PRIDES or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Securities, the Treasury Portfolio Securities or Treasury Securities, as the case may be, underlying Securities relating to such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, or to deliver such transfer instructions to the Agent, the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Securities or Treasury Securities, as the case may be, underlying Securities relating to such Income PRIDES or Growth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, Holder until such transfer instructions are so delivered and until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Section 3.16.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Corporate Units and the Growth PRIDES Treasury Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Corporate Units Register or the Growth PRIDES Treasury Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Corporate Units or Growth PRIDES Treasury Units or delivery of an Income PRIDES a Corporate Unit Certificate or Growth PRIDES a Treasury Unit Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesNotes, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of -------- ------- Corporate Units or Treasury Units would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash, and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Corporate Units or Growth PRIDES Treasury Units are transferred or the Income PRIDES Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event, the Purchase Contract Agent shall notify the Collateral Agent of the occurrence thereof and request the release of the Collateral from the Pledge. Upon receipt by the Collateral Agent of such written notice or written notice pursuant to Section 5.06 hereof from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: any Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; any Pledged Treasury Securities; any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof; and any Proceeds and all other payments the Collateral Agent receives in respect of the foregoing, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder or Beneficial Owner shall be entitled to receive Senior Notes in an aggregate principal amount of less than $1,000, or greater than $1,000 but not in an integral multiple of $1,000, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to Section 2.03 of the Supplemental Indenture that the Company issue Senior Notes in denominations of $50, or integral multiples thereof, in exchange for Senior Notes in denominations of $1,000 or integral multiples thereof; and provided further, if any Holder shall be entitled to receive less than $1,000 with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio, the Purchase Contract Agent shall dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Pledged Applicable Ownership Interests in the Treasury Portfolio. Notwithstanding anything to the contrary in clause (a) of this Section 3.15, if such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.15, the Purchase Contract Agent shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 3.15, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.15, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.15. Upon the occurrence of a Termination Event and the transfer Transfer to the Purchase Contract Agent of the Preferred SecuritiesSenior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the appropriate Pledged Applicable Ownership Interest of Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge AgreementSection 3.15, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Senior Notes, Applicable Ownership Interest of Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Security Register, as the case may be. Upon book-entry transfer of the Income PRIDES Corporate Units or Growth PRIDES the Treasury Units or delivery of an Income PRIDES a Corporate Units Certificate or Growth PRIDES Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred SecuritiesSenior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructionsinstructions and, in the case of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, in accordance with the terms of the Supplemental Indenture. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer or delivery, the Preferred SecuritiesSenior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the appropriate Pledged Applicable Ownership Interest of Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDESCorporate Units of Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: the transfer of such Income PRIDES Corporate Units or Growth PRIDES are transferred Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Income PRIDES Corporate Units Certificate or Growth PRIDES Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and the expiration of the time period specified by the applicable law governing abandoned property in the state in which the Purchase Contract Agent holds such property.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Debt Securities, the appropriate Applicable Ownership Interest of in the appropriate Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Corporate Units and the Growth PRIDES Treasury Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Debt Securities or the appropriate Applicable Ownership Interest of in the appropriate Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Corporate Unit Register or the Growth PRIDES Treasury Unit Register, as the case may be. Upon book-entry transfer of the Income PRIDES a Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate or delivery of an Income PRIDES a Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Debt Securities, the Applicable Ownership Interest in the appropriate Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer or delivery, the Preferred Debt Securities, the appropriate Applicable Ownership Interest of in the appropriate Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Corporate Units or Growth PRIDES Treasury Units are transferred or the Income PRIDES Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Corporate Unit Certificate or Growth PRIDES Treasury Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of a Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders' Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $[1,000] of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Shares or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Shares or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Income PRIDES or Growth PRIDES or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Securities, the Treasury Portfolio Shares or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio Shares or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesSenior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Corporate Units and the Growth PRIDES Treasury Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Corporate Units Register or the Growth PRIDES Treasury Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Corporate Units or Growth PRIDES Treasury Units or delivery of an Income PRIDES a Corporate Units Certificate or Growth PRIDES Treasury Units Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesSenior Notes, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Corporate Units or Treasury Units would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash using a customary method (and shall have no liability relating to the amount of cash so received, unless any deficiency in the amount of such cash arose from the negligence, wilful misconduct or bad faith of the Agent), and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer or delivery, the Preferred SecuritiesSenior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Corporate Units or Growth PRIDES Treasury Units are transferred or the Income PRIDES Corporate Units Certificate or Growth PRIDES Treasury Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Corporate Units Certificate or Growth PRIDES Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesNotes, the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio Portfolio, or the Treasury Securities, as the case may be, underlying the Income PRIDES Normal Units and the Growth PRIDES Stripped Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Notes or the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio or the Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Normal Units Register or the Growth PRIDES Stripped Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Normal Units or Growth PRIDES Stripped Units or delivery of an Income PRIDES a Normal Units Certificate or Growth PRIDES Stripped Units Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesNotes, the appropriate Treasury Portfolio Consideration or Applicable Ownership Interest in the Treasury Portfolio, or the Treasury Securities, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES Normal Units or Growth PRIDES Stripped Units fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio Portfolio, or the Treasury Securities, as the case may be, underlying such Income PRIDES Normal Units or Growth PRIDESStripped Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Normal Units or Growth PRIDES Stripped Units are transferred or the Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Normal Units Certificate or Growth PRIDES Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesSenior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Income PRIDES or Growth PRIDES or delivery of an Income PRIDES Certificate or a Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesSenior Notes, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Income PRIDES or Growth PRIDES would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash, and transfer the appropriate amount of such cash to such Holder in accordance with such Holder’s instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Preferred SecuritiesSenior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Income PRIDES or Growth PRIDES or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such 33 41 Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES Corporate Units and the Growth PRIDES Treasury Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Corporate Units Register or the Growth PRIDES Treasury Units Register, as the case may be. Upon book-entry transfer of the Income PRIDES Corporate Units or Growth PRIDES Treasury Units or delivery of an Income PRIDES a Corporate Units Certificate or Growth PRIDES Treasury Units Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred SecuritiesNotes, the Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions; provided, however, that, to the extent that a Holder of Corporate Units or Treasury Units would otherwise be entitled to receive less than $1,000 principal amount at maturity of the Treasury Portfolio or the Treasury Securities, the Agent shall dispose of such securities for cash, and transfer the appropriate amount of such cash to such Holder in accordance with such Holder's instructions. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer or delivery, the Preferred SecuritiesNotes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES Corporate Units or Growth PRIDES Treasury Units are transferred or the Income PRIDES Corporate Units Certificate or Growth PRIDES Treasury Units Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Corporate Units Certificate or Growth PRIDES Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event, the Purchase Contract Agent shall notify the Collateral Agent of the occurrence thereof and request the release of a Collateral from the Pledge. Upon receipt by the Collateral Agent of such written notice or written notice pursuant to Section 5.06 hereof from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: any Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; any Pledged Treasury Securities; any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof; and any Proceeds and all other payments the Collateral Agent receives in respect of the foregoing, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder or Beneficial Owner shall be entitled to receive Senior Notes in an aggregate principal amount of less than $1,000, or greater than $1,000 but not in an integral multiple of $1,000, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to Section 2.03 of the Supplemental Indenture that the Company issue Senior Notes in denominations of $50, or integral multiples thereof, in exchange for Senior Notes in denominations of $1,000 or integral multiples thereof; and provided further, if any Holder shall be entitled to receive less than $1,000 with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio, the Purchase Contract Agent shall dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Pledged Applicable Ownership Interests in the Treasury Portfolio. Notwithstanding anything to the contrary in clause (a) of this Section 3.15, if such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.15, the Purchase Contract Agent shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 3.15, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.15, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.15. Upon the occurrence of a Termination Event and the transfer Transfer to the Purchase Contract Agent of the Preferred SecuritiesSenior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the appropriate Pledged Applicable Ownership Interest of Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge AgreementSection 3.15, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Senior Notes, Applicable Ownership Interest of Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Security Register, as the case may be. Upon book-entry transfer of the Income PRIDES Corporate Units or Growth PRIDES the Treasury Units or delivery of an Income PRIDES a Corporate Units Certificate or Growth PRIDES Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred SecuritiesSenior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such Income PRIDES Corporate Units or Growth PRIDESTreasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructionsinstructions and, in the case of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, in accordance with the terms of the Supplemental Indenture. In the event a Holder of Income PRIDES Corporate Units or Growth PRIDES Treasury Units fails to effect such transfer or delivery, the Preferred SecuritiesSenior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the appropriate Pledged Applicable Ownership Interest of Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDESCorporate Units of Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: the transfer of such Income PRIDES Corporate Units or Growth PRIDES are transferred Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Income PRIDES Corporate Units Certificate or Growth PRIDES Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and the expiration of the time period specified by the applicable law governing abandoned property in the state in which the Purchase Contract Agent holds such property.