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 Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Transfer to the Purchase Contract Agent of the Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notesthe Applicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Unit Certificate or Treasury Units Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer Transfer or delivery, the Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Units Unit Certificate or Treasury Units Unit Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Unit Certificate or Treasury Units 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; and (ii) . In the expiration case of the time period specified in the abandoned property laws of the relevant State in which Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent holds may dispose of the subject securities for cash and pay the applicable portion of such propertycash 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 Senior NotesPreferred Securities, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units Income PRIDES and the Treasury Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Preferred Securities or the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Corporate Units Income PRIDES or the Treasury Units Growth PRIDES or delivery of a Corporate Units an Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesPreferred Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PRIDES or Treasury UnitsGrowth 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 Corporate Units Income PRIDES or Treasury Units Growth PRIDES fails to effect such transfer or delivery, the Senior NotesPreferred Securities, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PRIDES or Treasury UnitsGrowth 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 earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such property.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon receipt by the Collateral Agent of written notice pursuant to Section 5.07 from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall promptly release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Notes underlying Pledged Applicable Ownership Interests in Notes or security entitlements with respect thereto or Applicable Ownership Interests in the Treasury Portfolio; (ii) any Pledged Treasury Securities; (iii) any payments made by Holders (or the Permitted Investments, if any, of such payments) pursuant to Section 5.02(b)(ix) or 5.03; and (iv) 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 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, that the Company issue, and promptly following such request the Company shall issue, Notes in denominations of $50, or integral multiples thereof, in exchange for Notes in denominations of $1,000 or integral multiples thereof; and provided further, if any Holder shall be entitled to receive, with respect to its Applicable Ownership Interests in the Treasury Portfolio or its Pledged Treasury Securities, any securities having a principal amount at maturity of less than $1,000, the Purchase Contract Agent shall dispose of such Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be. (b) Notwithstanding anything to the contrary in Section 3.15(a), if such Termination Event shall result from the Company 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 Notes underlying Pledged Applicable Ownership Interests in Notes, Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders (or the Permitted Investments purchased with such payments) pursuant to Section 5.02(b)(ix) or 5.03 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 Company 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 Company shall be unable to obtain such opinion within 10 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 Notes underlying Pledged Applicable Ownership Interests in Notes, Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments, if any, of such payments) pursuant to Section 5.02(b)(ix) or 5.03 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 15 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 Notes underlying Pledged Applicable Ownership Interests in Notes, Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments, if any, purchased with such payments) pursuant to Section 5.02(b)(ix) or 5.03 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. (c) Upon the occurrence of a Termination Event and the transfer Transfer to the Purchase Contract Agent of the Senior Notes underlying Pledged Applicable Ownership Interests in Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or and/or the Pledged Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreementthis Section 3.15, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or and/or Pledged Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. . (d) Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructionsinstructions in connection with a Termination Event, the Purchase Contract Agent shall transfer the Senior Notes underlying Pledged Applicable Ownership Interests in Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Notes underlying Pledged Applicable Ownership Interests in Notes, in accordance with the terms of the Indenture. In the event a Holder of Corporate Units or Treasury Units fails to deliver transfer instructions or effect such transfer or delivery, the Senior Notes underlying Pledged Applicable Ownership Interests in Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or 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 (ii) the expiration of the time period specified by the applicable law governing abandoned property in the abandoned property laws of the relevant State 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 Purchase Contract Agent of the Senior NotesDebt Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying relating to the Corporate Units and the 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 Senior NotesDebt Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interest or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D E hereto, mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Unit Certificate or Treasury Units Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notessuch Debt Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notessuch Debt Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Corporate Units or Treasury 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 the earlier to occur of: (i1) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Units Unit Certificate or Treasury Units Unit Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Unit Certificate or Treasury Units Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii2) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior NotesDebentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notesthe Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Unit Register or the Treasury Unit Register, as the case may be. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Unit Certificate or Treasury Units Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesDebentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior NotesDebentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Units Unit Certificate or Treasury Units Unit Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Unit Certificate or Treasury Units Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) . In the expiration case of the time period specified in Treasury Portfolio or any Treasury Securities, the abandoned property laws Agent may dispose of the relevant State subject securities for cash and pay the applicable portion of such cash to the Holders in which the Purchase Contract Agent holds lieu of such propertyHolders' 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. (a) Upon receipt by the Collateral Agent of written notice pursuant to Section 5.07 hereof from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall promptly release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Notes underlying Pledged Applicable Ownership Interests in Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; (ii) any Pledged Treasury Securities; (iii) any payments made by Holders (or the Permitted Investments of such payments) pursuant to Section 5.03 hereof; and (iv) 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 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 the Indenture that the Company issue Notes in denominations of $50, or integral multiples thereof, in exchange for Notes in denominations of $1,000 or integral multiples thereof; and provided further, if any Holder shall be entitled to receive, with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio or its Pledged Treasury Securities, any securities having a principal amount at maturity of less than $1,000, the Purchase Contract Agent shall dispose of such Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities for cash and deliver to such Holder cash in lieu of delivering the Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be. (b) 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 Notes underlying Pledged Applicable Ownership Interests in 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 5.03 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 Notes underlying Pledged Applicable Ownership Interests in 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 5.03 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 Notes underlying Pledged Applicable Ownership Interests in 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 5.03 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. (c) Upon the occurrence of a Termination Event and the transfer Transfer to the Purchase Contract Agent of the Senior Notes underlying Pledged Applicable Ownership Interests in Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, pursuant to the terms of the Pledge AgreementSection 3.15, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. . (d) Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes underlying Pledged Applicable Ownership Interests in Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Notes underlying Pledged Applicable Ownership Interests in Notes, in accordance with the terms of the Indenture. In the event a Holder of Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes underlying Pledged Applicable Ownership Interests in Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or 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 (ii) the expiration of the time period specified by the applicable law governing abandoned property in the abandoned property laws of the relevant State 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 Transfer to the Purchase Contract Agent of the Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notesthe Applicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Register. Upon book-entry book‑entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Unit Certificate or Treasury Units Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer Transfer or delivery, the Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Units Unit Certificate or Treasury Units Unit Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Unit Certificate or Treasury Units 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; and (ii) . In the expiration case of the time period specified in the abandoned property laws of the relevant State in which Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent holds may dispose of the subject securities for cash and pay the applicable portion of such propertycash 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 Senior Notes, the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Units, as the case may be, Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Normal Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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 Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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: (i) the transfer of such Corporate Normal Units or Treasury Stripped Units are transferred or surrender of the Corporate Normal Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Normal Units Certificate or Treasury 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; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior Notes, the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or the Treasury Securities, as the case may be, underlying the Corporate Equity Units and the Treasury Units, as the case may be, Stripped Equity Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Equity Units Register or the Stripped Equity Units Register, as the case may be. Upon book-entry transfer of the Corporate Equity Units or the Treasury Stripped Equity Units or delivery of a Corporate an Equity Units Certificate or Treasury Stripped Equity Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or Treasury Securities, as the case may be, underlying such Corporate Equity Units or Treasury Stripped 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 Corporate 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 Treasury Stripped Equity Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Equity Units or Treasury Stripped Equity 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: (i) the transfer of such Corporate Equity Units or Treasury Stripped Equity Units are transferred or surrender of the Corporate Equity Units Certificate or Treasury Stripped Equity Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Equity Units Certificate or Treasury Stripped Equity 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 and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior Notes, Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Units, as the case may be, Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Normal Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, Securities underlying such Corporate Normal Units or Treasury Stripped 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 Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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: (i) the transfer of such Corporate Normal Units or Treasury Stripped Units are transferred or surrender of the Corporate Normal Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Normal Units Certificate or Treasury 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; and (ii) . In the expiration case of the time period specified in Treasury Portfolio or any Treasury Securities, the abandoned property laws Agent may dispose of the relevant State subject securities for cash and pay the applicable portion of such cash to the Holders in which the Purchase Contract Agent holds lieu of such propertyHolders' 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 Senior Notes, the appropriate Applicable Ownership Interests in Notes or the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Units, as the case may be, Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in Notes or the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Normal Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, Securities underlying such Corporate Normal Units or Treasury Stripped 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 Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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: (i) the transfer of such Corporate Normal Units or Treasury Stripped Units are transferred or surrender of the Corporate Normal Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Normal Units Certificate or Treasury 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; and (ii) . In the expiration case of the time period specified in the abandoned property laws of the relevant State in which Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent holds may dispose of the subject securities for cash and pay the applicable portion of such propertycash 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 Senior NotesDebt Securities, the appropriate Applicable Ownership Interests Interest in the appropriate Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units Income PRIDES and the Treasury Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Debt Securities or the Applicable Ownership Interest in the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Corporate Units an Income PRIDES Certificate or the Treasury Units Growth PRIDES Certificate or delivery of a Corporate Units an Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesDebt Securities, the appropriate Applicable Ownership Interests Interest in the appropriate Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PRIDES or Treasury UnitsGrowth 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 Corporate Units Income PRIDES or Treasury Units Growth PRIDES fails to effect such transfer or delivery, the Senior NotesDebt Securities, the appropriate Applicable Ownership Interests Interest in the appropriate Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PRIDES or Treasury UnitsGrowth PRIDES, 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 earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) . In the expiration case of a Treasury Portfolio or any Treasury Securities, the Agent may dispose of the time period specified subject securities for cash and pay the applicable portion of such cash to the Holders in the abandoned property laws lieu of the relevant State such Holders' Applicable Ownership Interest in which the Purchase Contract Agent holds such propertyTreasury 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, Debentures underlying the Corporate Units and the Treasury Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Debentures or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D heretoEXHIBIT D, mailed to such Holder at its address as it appears in the Security Corporate Unit Register or the Treasury Unit Register, as the case may be. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Unit Certificate or Treasury Units Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, Debentures underlying such Corporate Units or the Treasury Securities underlying such Treasury 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 If a Holder of Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, Debentures underlying such Corporate Units or the Treasury Securities underlying such 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: of (ia) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Units Unit Certificate or Treasury Units Unit Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Unit Certificate or Treasury Units Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and Company and (iib) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior Notes, the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio, or the Treasury Securities, as the case may be, underlying the Normal Units and the Stripped Units pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Normal Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or the Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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 Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or the Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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: (i) the transfer of such Corporate Normal Units or Treasury Stripped Units are transferred or surrender of the Corporate Normal Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Normal Units Certificate or Treasury 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; and (ii) . In the expiration case of the time period specified in Treasury Portfolio or any Treasury Securities, the abandoned property laws Agent may dispose of the relevant State subject securities for cash and pay the applicable portion of such cash to the Holders in which the Purchase Contract Agent holds lieu of such propertyHolders' 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 Senior Preferred Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Stock Purchase Units and the 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 Senior Preferred Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Stock Purchase Units or the Treasury Stock Purchase Units or delivery of a Corporate Stock Purchase Units Certificate or Treasury Stock Purchase Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Preferred Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Stock Purchase Units or Treasury 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 Corporate Stock Purchase Units or Treasury Stock Purchase Units fails to effect such transfer or delivery, the Senior Preferred Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Stock Purchase Units or Treasury 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 the earlier to occur of: (i) the transfer of such Corporate Stock Purchase Units or Treasury Stock Purchase Units or surrender of the Corporate Stock Purchase Units Certificate or Treasury Stock Purchase Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Stock Purchase Units Certificate or Treasury Stock Purchase 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior NotesCapital Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Units, as the case may be, Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Capital Securities or the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Normal Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesCapital Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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 Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior NotesCapital Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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: (i) the transfer of such Corporate Normal Units or Treasury Stripped Units are transferred or surrender of the Corporate Normal Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Normal Units Certificate or Treasury 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; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Preferred Securities, Senior Deferrable Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate PEPS Units and the 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, Senior Deferrable Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate PEPS Units or the Treasury PEPS Units or delivery of a Corporate PEPS Units Certificate or 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 Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate PEPS Units or Treasury 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 Corporate PEPS Units or Treasury PEPS Units fails to effect such transfer or delivery, the Preferred Securities, Senior Deferrable Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate PEPS Units or Treasury 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 the earlier to occur of: (i) the transfer of such Corporate PEPS Units or Treasury PEPS Units or surrender of the Corporate PEPS Units Certificate or Treasury PEPS Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate PEPS Units Certificate or Treasury PEPS 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent by the Collateral Agent of the Senior Notes, the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or the Treasury Securities, as the case may be, underlying the Corporate Equity Units and or the Treasury Stripped 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 Senior Notes, Notes or the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Equity Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Equity Units or the Treasury Stripped Units or delivery of a Corporate an Equity Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or Treasury Securities, as the case may be, underlying such Corporate Equity Units or Treasury Stripped 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 Corporate 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 Treasury Stripped Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Equity Units or Treasury Stripped 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: (i) the transfer of such Corporate Equity Units or Treasury Stripped Units are transferred or surrender of the Corporate Equity Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Equity Units Certificate or Treasury 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; and and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units Income PRIDES and the Treasury Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Corporate Units Income PRIDES or the Treasury Units Growth PRIDES or delivery of a Corporate Units an Income PRIDES Certificate or Treasury Units a Growth PRIDES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PRIDES or Treasury UnitsGrowth 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 Corporate Units Income PRIDES or Treasury Units Growth PRIDES fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PRIDES or Treasury UnitsGrowth 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 earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Stock Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Trust Preferred Securities or the Treasury Securities, as the case may be, underlying the Corporate Normal Common Equity Units and the Treasury 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Trust Preferred Securities or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Normal Common Equity Units or the Treasury Stripped Common Equity Units or delivery of a Corporate Units Normal Common Equity Unit Certificate or Treasury Units Stripped Common Equity Unit Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Trust Preferred Securities or Treasury Securities, as the case may be, underlying such Corporate Normal Common Equity Units or Treasury Stripped 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 Corporate Normal Common Equity Units or Treasury Stripped Common Equity Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Trust Preferred Securities or Treasury Securities, as the case may be, underlying such Corporate Normal Common Equity Units or Treasury Stripped 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 the earlier to occur of: (i) the transfer of such Corporate Normal Common Equity Units or Treasury Stripped Common Equity Units or surrender of the Corporate Units Normal Common Equity Unit Certificate or Treasury Units Stripped Common Equity Unit Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Normal Common Equity Unit Certificate or Treasury Units Stripped Common Equity Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Stock Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Stock 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 Purchase Contract Agent of the Senior [Preferred Securities,] Notes[, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio,] or the Treasury Securities, as the case may be, underlying the Corporate SPC Units and the 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 Senior [Preferred Securities,] Notes[, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security SPC Units Register or the Treasury SPC Units Register, as the case may be. Upon book-entry transfer of the Corporate SPC Units or the Treasury SPC Units or delivery of a Corporate SPC Units Certificate or Treasury SPC Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior [Preferred Securities,] Notes[, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, underlying such Corporate SPC Units or Treasury 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 Corporate SPC Units or Treasury SPC Units fails to effect such transfer or delivery, the Senior [Preferred Securities,] Notes[, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, underlying such Corporate SPC Units or Treasury 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 the earlier to occur of: (i1) the transfer of such Corporate SPC Units or Treasury SPC Units or the surrender of the Corporate SPC Units Certificate or Treasury SPC Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate SPC Units Certificate or Treasury SPC 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 (ii2) the expiration of the time period specified in the abandoned property laws of the [relevant State in which the Purchase Contract Agent holds such propertyState].

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 Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Units Certificate or Treasury Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Certificate or 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior Notes[, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio,] or the Treasury Securities, as the case may be, underlying the Corporate SPC Units and the 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 Senior Notes[, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security SPC Units Register or the Treasury SPC Units Register, as the case may be. Upon book-entry transfer of the Corporate SPC Units or the Treasury SPC Units or delivery of a Corporate SPC Units Certificate or Treasury SPC Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes[, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, underlying such Corporate SPC Units or Treasury 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 Corporate SPC Units or Treasury SPC Units fails to effect such transfer or delivery, the Senior Notes[, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, underlying such Corporate SPC Units or Treasury 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 the earlier to occur of: (i1) the transfer of such Corporate SPC Units or Treasury SPC Units or the surrender of the Corporate SPC Units Certificate or Treasury SPC Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate SPC Units Certificate or Treasury SPC 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 (ii2) the expiration of the time period specified in the abandoned property laws of the [relevant State in which the Purchase Contract Agent holds such propertyState].

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 Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units Income PRIDES and the Treasury Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Corporate Units Income PRIDES or the Treasury Units Growth PRIDES or delivery of a Corporate Units an Income PRIDES Certificate or Treasury Units a Growth PRIDES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PRIDES or Treasury UnitsGrowth 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 Corporate Units Income PRIDES or Treasury Units Growth PRIDES fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PRIDES or Treasury UnitsGrowth 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 earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or the Treasury Securities, as the case may be, underlying the Corporate Units PIES and the Treasury UnitsPIES, 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Corporate PIES Register or the Treasury PIES Register, as the case may be. Upon book-entry transfer of the Corporate Units PIES or the Treasury Units PIES or delivery of a Corporate Units PIES Certificate or Treasury Units PIES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Units PIES or Treasury UnitsPIES, 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 Corporate Units PIES or Treasury Units PIES fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Units PIES or Treasury UnitsPIES, 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 the earlier to occur of: (i1) the transfer of such Corporate Units PIES or Treasury Units PIES are transferred or surrender of the Corporate Units PIES Certificate or Treasury Units PIES Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units PIES Certificate or Treasury Units PIES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii2) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Units Certificate or Treasury Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Certificate or 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Warrant Agent of the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Equity Units and the Treasury Equity Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Warrant Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit EXHIBIT D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Equity Units or the Treasury Equity Units or delivery of a Corporate an Equity Units Certificate or Treasury Equity Units Certificate to the Purchase Contract Warrant Agent with such transfer instructions, the Purchase Contract Warrant Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Equity Units or Treasury 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 Corporate Equity Units or Treasury Equity Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Equity Units or Treasury Equity Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Warrant Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Equity Units or Treasury Equity Units or surrender of the Corporate Equity Units Certificate or Treasury Equity Units Certificate or the receipt by the Company and the Purchase Contract Warrant Agent from such Holder of satisfactory evidence that such Corporate Equity Units Certificate or Treasury Equity Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Warrant Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior NotesDebentures, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units Income PRIDES and the Treasury Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Debentures or the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Corporate Units Income PRIDES or the Treasury Units Growth PRIDES or delivery of a Corporate Units an Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesDebentures, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PRIDES or Treasury UnitsGrowth 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 Corporate Units Income PRIDES or Treasury Units Growth PRIDES fails to effect such transfer or delivery, the Senior NotesDebentures, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PRIDES or Treasury UnitsGrowth 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 earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Tax Event Treasury Portfolio underlying the Equity Security Units, or the Treasury Securities, as the case may be, Securities underlying the Corporate Units and the Treasury Stripped Equity Security 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 Senior Notes, Notes or the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Tax Event Treasury Portfolio, or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Equity Security Unit Register or the Stripped Equity Security Unit Register, as the case may be. Upon book-entry transfer of the Corporate Equity Security Units or Stripped Equity Security Units, as the Treasury Units case may be, or delivery of a Corporate Units an Equity Security Unit Certificate or Treasury Units Stripped Equity Security Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Tax Event Treasury Securities, as the case may be, Portfolio underlying such Corporate Units Equity Security Units, or Treasury UnitsSecurities underlying the Stripped Equity Security Unit, 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 Corporate Equity Security Units or Treasury Stripped Equity Security Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Tax Exempt Treasury SecuritiesPortfolio, as the case may be, underlying such Corporate Units Equity Security Units, or Treasury Securities underlying such Stripped Equity Security 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: (i) the transfer of such Corporate Equity Security Units or Treasury Units Stripped Equity Security Units, as the case may be, are transferred or surrender of the Corporate Units Equity Security Unit Certificate or Treasury Units Stripped Equity Security Unit Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Equity Security Unit Certificate or Treasury Units Stripped Equity Security Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) . In the expiration case of the time period specified in Treasury Portfolio, Tax Event Treasury Portfolio or any Treasury Securities, the abandoned property laws Agent may dispose of the relevant State subject securities for cash and pay the applicable portion of such cash to the Holders in which the Purchase Contract Agent holds lieu of such propertyHolders' Applicable Ownership Interest in such Treasury Portfolio or Tax Event 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 Senior NotesCapital Securities, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units Income PRIDES and the Treasury Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Capital Securities or the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Corporate Units Income PRIDES or the Treasury Units Growth PRIDES or delivery of a Corporate Units an Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesCapital Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PRIDES or Treasury UnitsGrowth 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 Corporate Units Income PRIDES or Treasury Units Growth PRIDES fails to effect such transfer or delivery, the Senior NotesCapital Securities, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PRIDES or Treasury UnitsGrowth 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 earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such property.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon receipt by the occurrence Collateral Agent of written notice pursuant to Section 5.07 hereof from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall promptly release all Collateral from the Pledge and shall promptly instruct the transfer Securities Intermediary to Transfer: (i) any Debentures underlying Pledged Applicable Ownership Interests in Debentures or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; (ii) any Pledged Treasury Securities; (iii) any payments made by Holders (or the Permitted Investments of such payments) pursuant to Section 5.03 hereof; and (iv) 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 Senior NotesHolders 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 Debentures 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 appropriate Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to the Indenture that the Company issue Debentures in denominations of $50, or integral multiples thereof, in exchange for Debentures in denominations of $1,000 or integral multiples thereof; and provided further, if any Holder shall be entitled to receive, with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio or its Pledged Treasury Securities, any securities having a principal amount at maturity of less than $1,000, the Purchase Contract Agent shall dispose of such Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities for cash and deliver to such Holder cash in lieu of delivering the Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be. (b) 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 Debentures underlying the Corporate Units and Pledged Applicable Ownership Interests in Debentures, Pledged Applicable Ownership Interests in the Treasury UnitsPortfolio, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.03 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, pursuant to the terms of the Pledge Agreementas provided by this Section 3.15, the Purchase Contract Agent shall request transfer instructions with respect 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 Senior Notesa bankruptcy case, the appropriate 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 Debentures underlying Pledged Applicable Ownership Interests in Debentures, Pledged Applicable Ownership Interests in the Treasury Portfolio or Portfolio, Pledged Treasury Securities, as Securities and the case may be, from each Holder payments by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units Holders (or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or 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 Permitted Investments of such Holder, until the earlier to occur of: (ipayments) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such property.pursuant to

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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Units, as the case may be, Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in Notes or the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Normal Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, Securities underlying such Corporate Normal Units or Treasury Stripped 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 Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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: (i) the transfer of such Corporate Normal Units or Treasury Stripped Units are transferred or surrender of the Corporate Normal Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Normal Units Certificate or Treasury 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; and (ii) . In the expiration case of the time period specified in the abandoned property laws of the relevant State in which Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent holds may dispose of the subject securities for cash and pay the applicable portion of such propertycash 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 Senior Notes, the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Units, as the case may be, Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-book- entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Normal Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or Treasury SecuritiesSecurities or Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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 Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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: (i) the transfer of such Corporate Normal Units or Treasury Stripped Units are transferred or surrender of the Corporate Normal Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Normal Units Certificate or Treasury 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; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or the Treasury Securities, as the case may be, underlying the Corporate Units and the 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Unit Certificate or Treasury Units Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 the earlier to occur of: (i1) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Units Unit Certificate or Treasury Units Unit Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Certificate or 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 (ii2) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior Notes, Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Units, as the case may be, Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Normal Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, Securities underlying such Corporate Normal Units or Treasury Stripped 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 Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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: (i) the transfer of such Corporate Normal Units or Treasury Stripped Units are transferred or surrender of the Corporate Normal Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Normal Units Certificate or Treasury 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; and (ii) . In the expiration case of the time period specified in Treasury Portfolio or any Treasury Securities, the abandoned property laws Agent may dispose of the relevant State subject securities for cash and pay the applicable portion of such cash to the Holders in which the Purchase Contract Agent holds lieu of such propertyHolders’ 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Deferrable Notes or the Treasury Securities, as the case may be, underlying the Corporate PEPS Units and the 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Deferrable Notes or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security PEPS Units Register or the Treasury PEPS Units Register, as the case may be. Upon book-entry transfer of the Corporate PEPS Units or the Treasury PEPS Units or delivery of a Corporate PEPS Units Certificate or Treasury PEPS Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Deferrable Notes or Treasury Securities, as the case may be, underlying such Corporate PEPS Units or Treasury 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 Corporate PEPS Units or Treasury PEPS Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Deferrable Notes or Treasury Securities, as the case may be, underlying such Corporate PEPS Units or Treasury 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 the earlier to occur of: (i1) the transfer of such Corporate PEPS Units or Treasury PEPS Units are transferred or surrender of the Corporate PEPS Units Certificate or Treasury PEPS Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate PEPS Units Certificate or Treasury PEPS 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 (ii2) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior NotesDebt Securities, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units Type A Securities and the Treasury Units, as the case may be, Type B Securities pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Debt Securities or the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Type A Register or the Type B Register, as the case may be. Upon book-entry transfer of the Corporate Units Type A Securities or the Treasury Units Type B Securities or delivery of a Corporate Units Type A Certificate or Treasury Units Type B Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesDebt Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Type A Securities or Treasury UnitsType 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 Corporate Units Type A Securities or Treasury Units Type B Securities fails to effect such transfer or delivery, the Senior NotesDebt Securities, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Type A Securities or Treasury UnitsType B Securities, 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 Type A Securities or Type B Securities are transferred or the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Type A Certificate or Treasury Units Type B Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Type A Certificate or Treasury Units Type B Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units Income PACS and the Treasury UnitsGrowth 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 Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units Income PACS or the Treasury Units Growth PACS or delivery of a Corporate Units an Income PACS Certificate or Treasury Units Growth PACS Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PACS or Treasury UnitsGrowth PACS, 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 Corporate Units Income PACS or Treasury Units Growth PACS fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PACS or Treasury UnitsGrowth PACS, 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: (i) the transfer of such Corporate Units Income PACS or Treasury Units Growth PACS or surrender of the Corporate Units Income PACS Certificate or Treasury Units Growth PACS Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Income PACS Certificate or Treasury Units Growth PACS Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior Notesapplicable Debentures (or, if such Termination Event occurs after a Remarketing Settlement Date and prior to the appropriate Applicable Ownership Interests applicable Stock Purchase Date, an interest in the Treasury Portfolio Portfolio) or the applicable Qualifying Treasury Securities, as the case may be, underlying the Corporate Units and the 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 Senior Notesapplicable Debentures (or, if such Termination Event occurs after a Remarketing Settlement Date and prior to the appropriate Applicable Ownership Interests 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, substantially in the form of Exhibit D heretoD, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Unit Certificate or Treasury Units Certificate Unit Certificate, as the case may be, to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notesapplicable Debentures (or, if such Termination Event occurs after a Remarketing Settlement Date and prior to the appropriate Applicable Ownership Interests applicable Stock Purchase Date, an interest in the Treasury Portfolio Portfolio) or applicable Qualifying Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notesapplicable Debentures (or, if such Termination Event occurs after a Remarketing Settlement Date and prior to the appropriate Applicable Ownership Interests applicable Stock Purchase Date, an interest in the Treasury Portfolio Portfolio) or applicable Qualifying Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Unit Certificate or Treasury Units Unit Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Unit Certificate or Treasury Units Unit Certificate has been mutilated, destroyed, lost or stolen, together with any indemnity that may be reasonably required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Stripped Units, as the case may berespectively, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Normal Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer Transfer the Senior Notes, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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 Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped Units, as the case may berespectively, 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: of (i1) the transfer of such Corporate Normal Units or Treasury Stripped Units are transferred or surrender of the Corporate Normal Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Normal Units Certificate or Treasury 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; and Company and (ii2) the expiration of the time period specified in the applicable abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertylaws.

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 Senior NotesDebt Securities, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units Type A Securities and the Treasury Units, as the case may be, Type B Securities pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Debt Securities or the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Type A Register or the Type B Register, as the case may be. Upon book-entry transfer of the Corporate Units Type A Securities or the Treasury Units Type B Securities or delivery of a Corporate Units Type A Certificate or Treasury Units Type B Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesDebt Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Type A Securities or Treasury UnitsType 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 Corporate Units Type A Securities or Treasury Units Type B Securities fails to effect such transfer or delivery, the Senior NotesDebt Securities, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Type A Securities or Treasury UnitsType B Securities, 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 Type A Securities or Type B Securities are transferred or the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Type A Certificate or Treasury Units Type B Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Type A Certificate or Treasury Units Type B Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) . In the expiration case of the time period specified in the abandoned property laws of the relevant State in which Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent holds may dispose of the subject securities for cash and pay the applicable portion of such propertycash 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 Transfer to the Purchase Contract Agent of the Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notesthe Applicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Register. Upon book-entry book‑entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Unit Certificate or Treasury Units Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer Transfer or delivery, the Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Units Unit Certificate or Treasury Units Unit Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Unit Certificate or Treasury Units 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; and (ii) . In the expiration case of the time period specified in the abandoned property laws of the relevant State in which Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent holds may dispose of the subject securities for cash and pay the applicable portion of such propertycash 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. (a) Upon receipt by the Collateral Agent of written notice pursuant to Section 5.07 hereof from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall promptly release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Notes underlying Pledged Applicable Ownership Interests in Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; (ii) any Pledged Treasury Securities; (iii) any payments made by Holders (or the Permitted Investments of such payments) pursuant to Section 5.03 hereof; and (iv) 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 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 the Indenture that the Company shall cause the Notes Issuer to issue Notes in denominations of $50, or integral multiples thereof, in exchange for Notes in denominations of $1,000 or integral multiples thereof; and provided further, if any Holder shall be entitled to receive, with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio or its Pledged Treasury Securities, any securities having a principal amount at maturity of less than $1,000, the Purchase Contract Agent shall dispose of such Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities for cash and deliver to such Holder cash in lieu of delivering the Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be. (b) 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 Notes underlying Pledged Applicable Ownership Interests in 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 5.03 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 Notes underlying Pledged Applicable Ownership Interests in 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 5.03 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 Notes underlying Pledged Applicable Ownership Interests in 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 5.03 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. (c) Upon the occurrence of a Termination Event and the transfer Transfer to the Purchase Contract Agent of the Senior Notes underlying Pledged Applicable Ownership Interests in Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, pursuant to the terms of the Pledge AgreementSection 3.15, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. . (d) Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes underlying Pledged Applicable Ownership Interests in Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Notes underlying Pledged Applicable Ownership Interests in Notes, in accordance with the terms of the Indenture. In the event a Holder of Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes underlying Pledged Applicable Ownership Interests in Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or 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 (ii) the expiration of the time period specified by the applicable law governing abandoned property in the abandoned property laws of the relevant State 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 Purchase Contract Agent of the Senior NotesDebentures, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Units, as the case may be, Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Debentures or the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Normal Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesDebentures, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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 Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior NotesDebentures, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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: (i) the transfer of such Corporate Normal Units or Treasury Stripped Units are transferred or surrender of the Corporate Normal Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Normal Units Certificate or Treasury 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; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior NotesDebt Securities , the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Units, as the case may be, Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Debt Securities or the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Unit Register or the Stripped Unit Register, as the case may be. Upon book-entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Units Normal Unit Certificate or Treasury Units Stripped Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesDebt Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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 Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior NotesDebt Securities, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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: (i) the transfer of such Corporate Normal Units or Treasury Stripped Units are transferred or surrender of the Corporate Units Normal Unit Certificate or Treasury Units Stripped Unit Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Normal Unit Certificate or Treasury Units Stripped Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) . In the expiration case of the time period specified in Treasury Portfolio or any Treasury Securities, the abandoned property laws Agent may dispose of the relevant State subject securities for cash and pay the applicable portion of such cash to the Holders in which the Purchase Contract Agent holds lieu of such propertyHolders' 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 by the Collateral Agent of the Senior Notes, the appropriate Treasury Consideration or the Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Equity Security Units and or the Treasury Stripped 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 Senior Notes, the appropriate such Treasury Consideration, such Applicable Ownership Interests in the Treasury Portfolio or such Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Equity Security Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Equity Security Units or the Treasury Stripped Units or delivery of a Corporate an Equity Security Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Treasury Consideration, the Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying such Corporate Equity Security Units or Treasury Stripped 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 Corporate any U.S. Treasury security, the Agent shall dispose of such U.S. Treasury security for cash and deliver such cash to the Holder. In the event a Holder of Equity Security Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Treasury Consideration, the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Equity Security Units or Treasury Stripped 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 ofuntil: (i) the transfer of such Corporate Equity Security Units or Treasury Stripped Units are transferred or surrender of the Corporate Equity Security Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Equity Security Units Certificate or Treasury 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; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying relating to the Corporate Units PIES and the Treasury UnitsPIES, 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interest or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D E hereto, mailed to such Holder at its address as it appears in the Security Corporate PIES Register or the Treasury PIES Register, as the case may be. Upon book-entry transfer of the Corporate Units PIES or the Treasury Units PIES or delivery of a Corporate Units PIES Certificate or Treasury Units PIES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Corporate Units PIES or Treasury UnitsPIES, 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 Corporate Units PIES or Treasury Units PIES fails to effect such transfer or delivery, the such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Corporate Units PIES or Treasury UnitsPIES, 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 the earlier to occur of: (i1) the transfer of such Corporate Units PIES or Treasury Units PIES are transferred or surrender of the Corporate Units PIES Certificate or Treasury Units PIES Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units PIES Certificate or Treasury Units PIES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii2) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior NotesPreferred Securities, the Debentures, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units PIES and the Treasury Units, as the case may be, PIES pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Preferred Securities or Debentures or the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Corporate PIES Register or the Treasury PIES Register, as the case may be. Upon book-entry transfer of the Corporate Units PIES or the Treasury Units PIES or delivery of a Corporate Units PIES Certificate or Treasury Units PIES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesPreferred Securities, the Debentures, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units PIES or Treasury UnitsPIES, 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 Corporate Units PIES or Treasury Units PIES fails to effect such transfer or delivery, the Senior NotesPreferred Securities, the Debentures, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units PIES or Treasury UnitsPIES, 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: of (ia) the transfer of such Corporate Units PIES or Treasury Units PIES are transferred or surrender of the Corporate Units PIES Certificate or Treasury Units PIES Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units PIES Certificate or Treasury Units PIES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and Company and (iib) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interest or the Treasury Securities, as the case may be, underlying relating to the Corporate Units PIES and the Treasury UnitsPIES, 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interest or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D E hereto, mailed to such Holder at its address as it appears in the Security Corporate PIES Register or the Treasury PIES Register, as the case may be. Upon book-entry transfer of the Corporate Units PIES or the Treasury Units PIES or delivery of a Corporate Units PIES Certificate or Treasury Units PIES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Corporate Units PIES or Treasury UnitsPIES, 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 Corporate Units PIES or Treasury Units PIES fails to effect such transfer or delivery, the such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Corporate Units PIES or Treasury UnitsPIES, 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 the earlier to occur of: (i1) the transfer of such Corporate Units PIES or Treasury Units PIES are transferred or surrender of the Corporate Units PIES Certificate or Treasury Units PIES Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units PIES Certificate or Treasury Units PIES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii2) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the 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 Senior Notes, Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units or Units, the surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant State 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 Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Income Equity Units and the Treasury Growth Equity 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 Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Income Equity Units or the Treasury Growth Equity Units or delivery of a Corporate an Income Equity Units Certificate or Treasury Growth Equity Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Income Equity Units or Treasury Growth 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 Corporate Income Equity Units or Treasury Growth Equity Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Income Equity Units or Treasury Growth Equity 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: (i) the transfer of such Corporate Income Equity Units or Treasury Growth Equity Units or surrender of the Corporate Income Equity Units Certificate or Treasury Growth Equity Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Income Equity Units Certificate or Treasury Growth Equity 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying represented by the Corporate Units and or the 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D E hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying represented by such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying represented by such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Units Certificate or Treasury Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Certificate or 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior Preferred Securities, the Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the 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 Senior Preferred Securities, Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Preferred Securities, the Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Preferred Securities, Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interests or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, pursuant to under the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interests or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D E hereto, mailed to such Holder at its address as it appears in the Security Corporate Unit Register or the Treasury Unit Register, as the case may be. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Unit Certificate or Treasury Units Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interests or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interests or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 the earlier to occur of: (i1) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Units Unit Certificate or Treasury Units Unit Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Unit Certificate or Treasury Units Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii2) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertystate.

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 Senior Notes, the appropriate Applicable Ownership Interests in of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units MEDS and the Treasury UnitsMEDS, 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 Senior Notes, the appropriate Applicable Ownership Interests in of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units MEDS or the Treasury Units MEDS or delivery of a Corporate Units MEDS Certificate or Treasury Units MEDS Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units MEDS or Treasury UnitsMEDS, 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 Corporate Units MEDS or Treasury Units MEDS fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units MEDS or Treasury UnitsMEDS, 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: (i) the transfer of such Corporate Units MEDS or Treasury Units MEDS or surrender of the Corporate Units MEDS Certificate or Treasury Units MEDS Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units MEDS Certificate or Treasury Units MEDS Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior NotesPreferred Securities, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Income Units and the Treasury Units, as the case may be, Growth Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Preferred Securities or the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income Units Register or the Growth Units Register, as the case may be. Upon book-entry transfer of the Corporate Income Units or the Treasury Growth Units or delivery of a Corporate an Income Units Certificate or Treasury Growth Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesPreferred Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Income Units or Treasury Growth 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 Corporate Income Units or Treasury Growth Units fails to effect such transfer or delivery, the Senior NotesPreferred Securities, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Income Units or Treasury Growth 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: (i) the transfer of such Corporate Income Units or Treasury Growth Units are transferred or surrender of the Corporate Income Units Certificate or Treasury Growth Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Income Units Certificate or Treasury Growth 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or the Treasury Securities, as the case may be, underlying the Corporate Stock Purchase Units and the 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Corporate Stock Purchase Unit Register or the Treasury Stock Purchase Unit Register, as the case may be. Upon book-entry transfer of the Corporate Stock Purchase Units or the Treasury Stock Purchase Units or delivery of a Corporate Units Stock Purchase Unit Certificate or Treasury Units Stock Purchase Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Stock Purchase Units or Treasury 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 Corporate Stock Purchase Units or Treasury Stock Purchase Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Stock Purchase Units or Treasury Stock Purchase 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 the earlier to occur of: (i1) the transfer of such Corporate Stock Purchase Units or Treasury Stock Purchase Units are transferred or surrender of the Corporate Units Stock Purchase Unit Certificate or Treasury Units Stock Purchase Unit Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Stock Purchase Unit Certificate or Treasury Units Stock Purchase Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii2) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior NotesNotes [, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio,] or the Treasury Securities, as the case may be, underlying the Corporate SPC Units and the 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 Senior NotesNotes [, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security SPC Units Register or the Treasury SPC Units Register, as the case may be. Upon book-entry transfer of the Corporate SPC Units or the Treasury SPC Units or delivery of a Corporate SPC Units Certificate or Treasury SPC Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesNotes [, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, underlying such Corporate SPC Units or Treasury 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 Corporate SPC Units or Treasury SPC Units fails to effect such transfer or delivery, the Senior NotesNotes [, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, underlying such Corporate SPC Units or Treasury 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 the earlier to occur of: (i1) the transfer of such Corporate SPC Units or Treasury SPC Units or the surrender of the Corporate SPC Units Certificate or Treasury SPC Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate SPC Units Certificate or Treasury SPC 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 (ii2) the expiration of the time period specified in the abandoned property laws of the [relevant State in which the Purchase Contract Agent holds such propertyState.]

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 Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units Income PRIDES and the Treasury Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units an Income PRIDES Certificate or Treasury Units a Growth PRIDES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PRIDES or Treasury UnitsGrowth 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 Corporate Units Income PRIDES or Treasury Units Growth PRIDES fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PRIDES or Treasury UnitsGrowth 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 earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior Subordinated Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the 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 Senior Subordinated Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Subordinated Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Subordinated Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior Notes, Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Units, as the case may be, Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Normal Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, Securities underlying such Corporate Normal Units or Treasury Stripped 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 Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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: (i) the transfer of such Corporate Normal Units or Treasury Stripped Units are transferred or surrender of the Corporate Normal Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Normal Units Certificate or Treasury 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; and (ii) . In the expiration case of the time period specified in Treasury Portfolio or any Treasury Securities, the abandoned property laws Agent may dispose of the relevant State subject securities for cash and pay the applicable portion of such cash to the Holders in which the Purchase Contract Agent holds lieu of such propertyHolders' 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 Senior NotesDebentures, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Units, as the case may be, Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Debentures or the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Normal Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesDebentures, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped Units, as the case may be, to such Holder by book-book- entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior NotesDebentures, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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: (i) the transfer of such Corporate Normal Units or Treasury Stripped Units are transferred or surrender of the Corporate Normal Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Normal Units Certificate or Treasury 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; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Shares or the Treasury Securities, as the case may be, underlying the Corporate Units PIES and the Treasury Units, as the case may be, PIES pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Shares or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Corporate PIES Register or the Treasury PIES Register, as the case may be. Upon book-entry transfer of the Corporate Units PIES or the Treasury Units PIES or delivery of a Corporate Units PIES Certificate or Treasury Units PIES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Shares or Treasury Securities, as the case may be, underlying such Corporate Units PIES or Treasury UnitsPIES, 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 Corporate Units PIES or Treasury Units PIES fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Shares or Treasury Securities, as the case may be, underlying such Corporate Units PIES or Treasury UnitsPIES, as the case may be, and any distributions dividends or 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 the earlier to occur of: of (ia) the transfer of such Corporate Units PIES or Treasury Units PIES or surrender of the Corporate Units PIES Certificate or Treasury Units PIES Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units PIES Certificate or Treasury Units PIES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and Company and (iib) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior Notes, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Unit Certificate or a Treasury Units Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Units Unit Certificate or Treasury Units Unit Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Unit Certificate or Treasury Units Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such property.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or the Treasury Securities, as the case may be, underlying the Corporate Units and the 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto4 to this Agreement, mailed to such Holder at its address as it appears in the Security Register. . (b) Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructionsinstructions from such Holder as requested by the Purchase Contract Agent in accordance with subparagraph (a) of this Section 3.15, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units or Units, the surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company Issuer and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the CompanyIssuer; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State 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 Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Units Certificate or Treasury Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Certificate or 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such property.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, underlying the Corporate Units and the 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 Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. . (b) Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructionsinstructions and the terms of the Indenture. In the event a Holder of Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Units Certificate or Treasury Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Certificate or 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior [SUBORDINATED] Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Stock Purchase Units and the 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 Senior [SUBORDINATED] Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Stock Purchase Units or the Treasury Stock Purchase Units or delivery of a Corporate Stock Purchase Units Certificate or Treasury Stock Purchase Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior [SUBORDINATED] Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Stock Purchase Units or Treasury 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 Corporate Stock Purchase Units or Treasury Stock Purchase Units fails to effect such transfer or delivery, the Senior [SUBORDINATED] Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Stock Purchase Units or Treasury 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 the earlier to occur of: (i) the transfer of such Corporate Stock Purchase Units or Treasury Stock Purchase Units or surrender of the Corporate Stock Purchase Units Certificate or Treasury Stock Purchase Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Stock Purchase Units Certificate or Treasury Stock Purchase 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior NotesCapital Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Units, as the case may be, Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Capital Securities or the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Normal Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesCapital Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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 Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior NotesCapital Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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: (i) the transfer of such Corporate Normal Units or Treasury Stripped Units are transferred or surrender of the Corporate Normal Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Normal Units Certificate or Treasury Stripped Units Certificate has 29 35 been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such property.

Transfer of Collateral upon Occurrence of Termination Event. Upon notice to the Agent of the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio shares of Preferred Stock or the Treasury Securities, as the case may be, underlying the Corporate Units PIES and the Treasury Units, as the case may be, PIES pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Shares or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Corporate PIES Register or the Treasury PIES Register, as the case may be. Upon book-entry transfer of the Corporate Units PIES or the Treasury Units PIES or delivery of a Corporate Units PIES Certificate or Treasury Units PIES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio shares of Preferred Stock or Treasury Securities, as the case may be, underlying such Corporate Units PIES or Treasury UnitsPIES, 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 Corporate Units PIES or Treasury Units PIES fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio shares of Preferred Stock or Treasury Securities, as the case may be, underlying such Corporate Units PIES or Treasury UnitsPIES, as the case may be, and any distributions dividends or 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 the earlier to occur of: of (ia) the transfer of such Corporate Units PIES or Treasury Units PIES or surrender of the Corporate Units PIES Certificate or Treasury Units PIES Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units PIES Certificate or Treasury Units PIES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and Company and (iib) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior NotesPreferred Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Units, as the case may be, Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notesthe Preferred Securities, the appropriate Applicable Ownership Interests in Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Normal Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesPreferred Securities, the appropriate Applicable Ownership Interests in Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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 Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior NotesPreferred Securities, the appropriate Applicable Ownership Interests in Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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: (i) the transfer of such Corporate Normal Units or Treasury Stripped Units are transferred or surrender of the Corporate Normal Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Normal Units Certificate or Treasury 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; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior NotesDebt Securities, the appropriate Applicable Ownership Interests Interest in the appropriate Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Debt Securities or the Applicable Ownership Interest in the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Unit Register or the Treasury Unit Register, as the case may be. Upon book-entry transfer of the a Corporate Units Unit Certificate or the Treasury Units Unit Certificate or delivery of a Corporate Units Unit Certificate or Treasury Units Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesDebt Securities, the appropriate Applicable Ownership Interests Interest in the appropriate Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior NotesDebt Securities, the appropriate Applicable Ownership Interests Interest in the appropriate Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Units Unit Certificate or Treasury Units Unit Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Unit Certificate or Treasury Units Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) . In the expiration case of a Treasury Portfolio or any Treasury Securities, the Agent may dispose of the time period specified subject securities for cash and pay the applicable portion of such cash to the Holders in the abandoned property laws lieu of the relevant State such Holders' Applicable Ownership Interest in which the Purchase Contract Agent holds such propertyTreasury 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 Senior Notes, the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or the Treasury Securities, as the case may be, underlying the Corporate Units Upper DECS and the Treasury Units, as the case may be, Stripped DECS pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Upper DECS Register or the Stripped DECS Register, as the case may be. Upon book-entry transfer of the Corporate Units Upper DECS or the Treasury Units Stripped DECS or delivery of a Corporate Units an Upper DECS Certificate or Treasury Units Stripped DECS Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or Treasury Securities, as the case may be, underlying such Corporate Units Upper DECS or Treasury UnitsStripped 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 Corporate Units 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 Treasury Units Stripped DECS fails to effect such transfer or delivery, the Senior Notes, the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Upper DECS or Treasury UnitsStripped DECS, 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: (i) such Upper DECS or Stripped DECS are transferred or the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Upper DECS Certificate or Treasury Units Stripped DECS Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Upper DECS Certificate or Treasury Units Stripped DECS Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior NotesCapital Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Units, as the case may be, Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Capital Securities or the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Normal Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesCapital Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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 Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior NotesCapital Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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: (i) the transfer of such Corporate Normal Units or Treasury Stripped Units are transferred or surrender of the Corporate Normal Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Normal Units Certificate or Treasury 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; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such property.has

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 Senior NotesTrust Preferred Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Units, as the case may be, Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Trust Preferred Securities or the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Normal Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesTrust Preferred Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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 Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior NotesTrust Preferred Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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: (i) the transfer of such Corporate Normal Units or Treasury Stripped Units are transferred or surrender of the Corporate Normal Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Normal Units Certificate or Treasury 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; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyTECO.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or the Treasury Securities, as the case may be, underlying the Corporate Units and the 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. . (b) Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructionsinstructions from such Holder, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units or Units, the surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant State 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 Purchase Contract Agent of the Senior NotesDebentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units Type A Securities and the Treasury Units, as the case may be, Type B Securities pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Debentures or the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Type A Register or the Type B Register, as the case may be. Upon book-entry transfer of the Corporate Units Type A Securities or the Treasury Units Type B Securities or delivery of a Corporate Units Type A Certificate or Treasury Units Type B Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesDebentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Type A Securities or Treasury UnitsType 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 Corporate Units Type A Securities or Treasury Units Type B Securities fails to effect such transfer or delivery, the Senior NotesDebentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Type A Securities or Treasury UnitsType B Securities, 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 Type A Securities or Type B Securities are transferred or the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Type A Certificate or Treasury Units Type B Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Type A Certificate or Treasury Units Type B Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) . In the expiration case of the time period specified in the abandoned property laws of the relevant State in which Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent holds may dispose of the subject securities for cash and pay the applicable portion of such propertycash 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 Senior Notes, the appropriate Applicable Ownership Interests in Notes or the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Units, as the case may be, Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in Notes or the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Normal Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, Securities underlying such Corporate Normal Units or Treasury Stripped 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 Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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: (i) the transfer of such Corporate Normal Units or Treasury Stripped Units are transferred or surrender of the Corporate Normal Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Normal Units Certificate or Treasury 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; and (ii) . In the expiration case of the time period specified in Treasury Portfolio or any Treasury Securities, the abandoned property laws Agent may dispose of the relevant State subject securities for cash and pay the applicable portion of such cash to the Holders in which the Purchase Contract Agent holds lieu of such propertyHolders' 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 Senior Notes, Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Units, as the case may be, Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Normal Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, Securities underlying such Corporate Normal Units or Treasury Stripped 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 Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in Treasury Consideration or the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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: (i) the transfer of such Corporate Normal Units or Treasury Stripped Units are transferred or surrender of the Corporate Normal Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Normal Units Certificate or Treasury 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; and (ii) . In the expiration case of the time period specified in Treasury Portfolio or any Treasury Securities, the abandoned property laws Agent may dispose of the relevant State subject securities for cash and pay the applicable portion of such cash to the Holders in which the Purchase Contract Agent holds lieu of such propertyHolders' 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 Purchase Contract Agent of the Senior NotesDebt Securities, the appropriate Applicable Ownership Interests Interest in the relevant Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Debt Securities or the appropriate Applicable Ownership Interests Interest in the relevant Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Unit Register or the Treasury Unit Register, as the case may be. Upon book-entry transfer of the a Corporate Units Unit Certificate or the Treasury Units Unit Certificate or delivery of a Corporate Units Unit Certificate or Treasury Units Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesDebt Securities, the appropriate Applicable Ownership Interests Interest in the relevant Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior NotesDebt Securities, the appropriate Applicable Ownership Interests Interest in the relevant Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Units Unit Certificate or Treasury Units Unit Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Unit Certificate or Treasury Units Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) . In the expiration case of a Treasury Portfolio or any Treasury Securities, the Agent may dispose of the time period specified subject securities for cash and pay the applicable portion of such cash to the Holders in the abandoned property laws lieu of the relevant State such Holders' Applicable Ownership Interest in which the Purchase Contract Agent holds such propertyTreasury 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. (a) Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or the Treasury Securities, as the case may be, underlying the Corporate Units and the 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D 4 hereto, mailed to such Holder at its address as it appears in the Security Register. . (b) Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructionsinstructions from such Holder, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units or Units, the surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company Issuers and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the CompanyIssuers; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State 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 Purchase Contract Warrant Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying represented by the Corporate Units and or the Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Warrant Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Warrant Agent with such transfer instructions, the Purchase Contract Warrant Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying represented by such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying represented by such Corporate Units or Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Warrant Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Warrant Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Warrant Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Warrant Agent holds such property.

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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or the Treasury Securities, as the case may be, underlying the Corporate New PEPS Units and the 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate New PEPS Units or the Treasury Units or delivery of a Corporate New PEPS Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate New PEPS Units or Treasury 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 Corporate New PEPS Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate New PEPS Units or Treasury 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 the earlier to occur of: (i) the transfer of such Corporate New PEPS Units or Treasury Units or surrender of the Corporate New PEPS Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate New PEPS Units Certificate or 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior NotesPreferred Securities, Debentures, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate PEPS Units and the 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 Senior NotesPreferred Securities, Debentures, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security PEPS Units Register or the Treasury PEPS Units Register, as the case may be. Upon book-entry transfer of the Corporate PEPS Units or the Treasury PEPS Units or delivery of a Corporate PEPS Units Certificate or Treasury PEPS Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesPreferred Securities, Debentures, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate PEPS Units or Treasury 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 Corporate PEPS Units or Treasury PEPS Units fails to effect such transfer or delivery, the Senior NotesPreferred Securities, Debentures, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate PEPS Units or Treasury 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 the earlier to occur of: (i) the transfer of such Corporate PEPS Units or Treasury PEPS Units are transferred or surrender of the Corporate PEPS Units Certificate or Treasury PEPS Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate PEPS Units Certificate or Treasury PEPS 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior Preferred Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate PEPS Units and the 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 Senior Preferred Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate PEPS Units or the Treasury PEPS Units or delivery of a Corporate PEPS Units Certificate or Treasury PEPS Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Preferred Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate PEPS Units or Treasury 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 Corporate PEPS Units or Treasury PEPS Units fails to effect such transfer or delivery, the Senior Preferred Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate PEPS Units or Treasury 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 the earlier to occur of: (i) the transfer of such Corporate PEPS Units or Treasury PEPS Units or surrender of the Corporate PEPS Units Certificate or Treasury PEPS Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate PEPS Units Certificate or Treasury PEPS 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units Upper DECS and the Treasury Units, as the case may be, Stripped DECS pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Upper DECS Register or the Stripped DECS Register, as the case may be. Upon book-entry transfer of the Corporate Units Upper DECS or the Treasury Units Stripped DECS or delivery of a Corporate Units an Upper DECS Certificate or Treasury Units a Stripped DECS Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Upper DECS or Treasury UnitsStripped 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 Corporate Units Upper DECS or Treasury Units Stripped DECS fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Upper DECS or Treasury UnitsStripped DECS, 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 Upper DECS or Stripped DECS are transferred or the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Upper DECS Certificate or Treasury Units Stripped DECS Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Upper DECS Certificate or Treasury Units Stripped DECS Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or the Treasury Securities, as the case may be, underlying the Corporate New PEPS Units and the 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate New PEPS Units or the Treasury Units or delivery of a Corporate New PEPS Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate New PEPS Units or Treasury 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 Corporate New PEPS Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate New PEPS Units or Treasury 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 the earlier to occur of: (i) the transfer of such Corporate New PEPS Units or Treasury Units or surrender of the Corporate New PEPS Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate New PEPS Units Certificate or 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notesthe Applicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Register. Upon book-entry book‑entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Unit Certificate or Treasury Units Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer Transfer or delivery, the Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury DB1/ 116094647.1 Securities, as the case may be, underlying such Corporate Units or Treasury 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 the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Units Unit Certificate or Treasury Units Unit Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Unit Certificate or Treasury Units 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; and (ii) . In the expiration case of the time period specified in the abandoned property laws of the relevant State in which Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent holds may dispose of the subject securities for cash and pay the applicable portion of such propertycash 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 Senior NotesDebt Securities, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units Income PRIDES and the Treasury Units, as the case may be, Growth PRIDES pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Debt Securities or the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Corporate Units Income PRIDES Certificate or the Treasury Units Growth PRIDES Certificate or delivery of a Corporate Units Certificate an Income PRIDES or Treasury Units Certificate Growth PRIDES to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesDebt Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PRIDES or Treasury UnitsGrowth 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 Corporate Units Income PRIDES or Treasury Units Growth PRIDES fails to effect such transfer or delivery, the Senior NotesDebt Securities, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PRIDES or Treasury UnitsGrowth PRIDES, 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 earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) . In the expiration case of the time period specified in the abandoned property laws of the relevant State in which Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent holds may dispose of the subject securities for cash and pay the applicable portion of such propertycash 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such property.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior NotesPreferred Stock, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units Income PRIDES and the Treasury UnitsGrowth 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 Senior Notes, Preferred Stock or the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, F hereto mailed to such Holder at its address as it appears in the Security Register. . (b) Upon book-entry transfer of the Corporate Units Income PRIDES or the Treasury Units Growth PRIDES or delivery of a Corporate Units an Income PRIDES Certificate or Treasury Units a Growth PRIDES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesPreferred Stock, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PRIDES or Treasury UnitsGrowth 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 Proceeds to such Holder in accordance with such Holder's instructions. In the event a Holder of Corporate Units Income PRIDES or Treasury Units Growth PRIDES fails to effect such transfer or delivery, the Senior NotesPreferred Stock, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PRIDES or Treasury UnitsGrowth 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 the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units such Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate or the receipt by the Company Co-Issuers and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Income PRIDES Certificate or Treasury Units Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the CompanyCo-Issuers; andor (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Units, as the case may be, Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-book- entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Normal Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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 Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped 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: (i) the transfer of such Corporate Normal Units or Treasury Stripped Units are transferred or surrender of the Corporate Normal Units Certificate or Treasury Stripped Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Normal Units Certificate or Treasury 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; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant 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 Transfer to the Purchase Contract Agent of the Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notesthe Applicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Unit Certificate or Treasury Units Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer Transfer or delivery, the Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Units Unit Certificate or Treasury Units Unit Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides DB1/ 148045032.3 satisfactory evidence that such Corporate Units Unit Certificate or Treasury Units 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; and (ii) . In the expiration case of the time period specified in the abandoned property laws of the relevant State in which Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent holds may dispose of the subject securities for cash and pay the applicable portion of such propertycash 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 Senior Preferred Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate MEDS Units and the 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 Senior Preferred Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate MEDS Units or the Treasury MEDS Units or delivery of a Corporate MEDS Units Certificate or Treasury MEDS Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Preferred Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate MEDS Units or Treasury 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 Corporate MEDS Units or Treasury MEDS Units fails to effect such transfer or delivery, the Senior Preferred Securities, Subordinated Deferrable Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate MEDS Units or Treasury 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 the earlier to occur of: (i) the transfer of such Corporate MEDS Units or Treasury MEDS Units or surrender of the Corporate MEDS Units Certificate or Treasury MEDS Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate MEDS Units Certificate or Treasury MEDS 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 (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertyState.

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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interests or the Treasury Securities, as the case may be, underlying the Corporate Units and the 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 Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interests or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D E hereto, mailed to such Holder at its address as it appears in the Security Corporate Unit Register or the Treasury Unit Register, as the case may be. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Unit Certificate or Treasury Units Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interests or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interests or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 the earlier to occur of: (i1) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Units Unit Certificate or Treasury Units Unit Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Unit Certificate or Treasury Units Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii2) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent holds such propertystate.

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 Senior Notes, the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or the Treasury Securities, as the case may be, underlying such Corporate Units or Treasury 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 Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Treasury Consideration or Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or the Treasury Securities, as the case may be, underlying such Corporate Units or 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: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Units Certificate or Treasury Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder of provides satisfactory evidence that such Corporate Units Certificate or 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 (ii) . In the expiration case of the time period specified in Treasury Portfolio or any Treasury Securities, the abandoned property laws Agent may dispose of the relevant State subject securities for cash and pay the applicable portion of such cash to the Holders in which the Purchase Contract Agent holds lieu of such propertyHolders' 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.