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

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities or the Qualifying Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or Qualifying 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 Securities Register. (b) Upon book-entry transfer of the Normal MCAPS or the Treasury MCAPS or delivery of a Normal MCAPS Certificate or Treasury MCAPS Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities or Qualifying Treasury Securities, as the case may be, underlying such Normal MCAPS or Treasury MCAPS, 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 Normal MCAPS or Treasury MCAPS fails to effect such transfer or delivery, the Trust Preferred Securities or Qualifying Treasury Securities, as the case may be, underlying such Normal MCAPS or Treasury MCAPS, 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 Normal MCAPS or Treasury MCAPS or surrender of the Normal MCAPS Certificate or Treasury MCAPS Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Certificate or Treasury MCAPS 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. (a) Upon receipt by the occurrence Collateral Agent of written notice pursuant to Section 5.07 from the Company 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 (in accordance with the instructions provided for in the aforementioned notice from the Company): (i) any Notes underlying Pledged Applicable Ownership Interests in Notes and/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 Stock Purchase Contract Agent for the benefit of the Trust Preferred Holders for distribution to such Holders as instructed by such Holders to the Purchase Contract Agent in accordance with the terms provided for herein, 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, as the attorney-in-fact 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 the Qualifying Pledged Treasury Securities, as the case may be, upon receipt of and in accordance with instructions to be separately provided by such Holder. (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 Normal MCAPS 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 MCAPSPortfolio, respectivelyPledged 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 its receipt of written notice from the Company of the occurrence of such Termination Event pursuant to Section 5.07 hereof 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 receipt by the Purchase Contract Agent of written notice pursuant to Section 5.07 from the Company that a Termination Event has occurred and the Transfer to the Purchase Contract Agent of the Notes underlying Pledged Applicable Ownership Interests in Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio and/or the Pledged Treasury Securities, as the case may be, pursuant to the terms of the Collateral Agreementthis Section 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or Qualifying Notes, Applicable Ownership Interests in the Treasury Portfolio 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructionsinstructions in connection with a Termination Event, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units fails to deliver transfer instructions or effect such transfer or delivery, the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Corporate Units of Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate has been destroyed, lost or stolen, together with any indemnity and/or security that may be required by the Stock 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 Stock 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 5.06 hereof from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; (ii) any Pledged Treasury Securities; (iii) any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 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 Senior Notes in an aggregate principal amount of less than $1,000, or greater than $1,000 but not in an integral multiple of $1,000, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to Section 2.03 of the Supplemental Indenture that the Company issue Senior Notes in denominations of $25, or integral multiples thereof, in exchange for Senior Notes in denominations of $1,000 or integral multiples thereof; and provided further, if any Holder shall be entitled to receive less than $1,000 with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio or its Pledged Treasury Securities, 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 Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.15, the Purchase Contract Agent shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company’s being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 3.15, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.15, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.15. (c) Upon the occurrence of a Termination Event and the transfer Transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral AgreementSection 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Senior Notes, Applicable Ownership Interests in the Treasury Portfolio or Qualifying 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructionsinstructions and, in the case of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, in accordance with the terms of the Supplemental Indenture. In the event a Holder of Normal MCAPS Corporate Units or Treasury MCAPS Units fails to effect such transfer or delivery, the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Corporate Units of Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units 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 by the applicable law governing abandoned property in the abandoned property laws of the relevant State state in which the Stock Purchase Contract Agent holds such property.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event and Event, the transfer to Company shall notify the Stock Purchase Contract Agent and the Collateral Agent in writing of the Trust occurrence thereof and request that the Collateral Agent request the Securities Intermediary to release the Collateral from the Pledge. Upon receipt by the Collateral Agent of such written notice or written notice pursuant to Section 5.05 hereof from the Company that a Termination Event has occurred, the Collateral Agent shall promptly release all Collateral from the Pledge by directing the Securities Intermediary to Transfer all (in accordance with the instructions provided for in the aforementioned notice from the Company): (i) shares of Mandatory Convertible Preferred Securities Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; (ii) Pledged Treasury Securities; (iii) Pledged Cash; (iv) payments by Holders (or the Qualifying Permitted Investments of such payments) pursuant to Section 5.02 hereof; and (v) 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 as instructed by such Holders to the Purchase Contract Agent in accordance with the terms provided for herein, 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 shares of Mandatory Convertible Preferred Stock in any non-integral number, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, as the attorney-in-fact of such Holder or Beneficial Owner, pursuant to the Certificate of Designations that the Company shall issue fractional shares of Mandatory Convertible Preferred Stock, each with a liquidation preference of $100, or integral multiples thereof, in exchange for whole shares of Mandatory Convertible Preferred Stock 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 Treasury Securities, any securities having a principal amount at maturity of less than the minimum denominations thereof, the Purchase Contract Agent shall dispose of such Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities for Cash and deliver to such Holder Cash in lieu of delivering the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, upon receipt of and in accordance with instructions to be separately provided by such Holder. (b) Notwithstanding anything to the contrary in Section 3.16(a), 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 shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, Applicable Ownership Interests in the Normal MCAPS Treasury Portfolio, Pledged Cash, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by Section 3.16(a), 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 Section 3.16(a), and shall deliver or cause to be delivered such opinion addressed 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 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 shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, Applicable Ownership Interests in the Treasury MCAPSPortfolio, respectivelyPledged Cash, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in Section 3.16(a), then the Purchase Contract Agent shall within fifteen days after its receipt of written notice from the Company of 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 shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by Section 3.16(a). (c) Upon receipt by the Purchase Contract Agent of written notice from the Company pursuant to Section 5.05 hereof that a Termination Event has occurred and the Transfer to the Purchase Contract Agent of the Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the Applicable Ownership Interests in the Treasury Portfolio, the Pledged Cash or the Pledged Treasury Securities, as the case may be, pursuant to the terms of the Collateral AgreementSection 3.16(a), the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Mandatory Convertible Preferred Securities Stock, Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash or Qualifying Pledged Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D F hereto, mailed to such Holder at its address as it appears in the Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units, the Treasury Units or the Treasury MCAPS Cash Settled Units or delivery of a Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate to the Stock Purchase Contract Agent with such transfer instructionsinstructions in connection with a Termination Event, the Stock Purchase Contract Agent shall transfer the Trust shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the Applicable Ownership Interests in the Treasury Portfolio, the applicable Treasury Securities or Qualifying Treasury SecuritiesPledged Cash, as the case may be, underlying such Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPSCash Settled 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 shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, in accordance with the terms of the Certificate of Designations. In the event a Holder of Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPS Cash Settled Units fails to deliver transfer instructions or effect such transfer or delivery, the Trust shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the Applicable Ownership Interests in the Treasury Portfolio, the applicable Treasury Securities or Qualifying Treasury SecuritiesPledged Cash, as the case may be, underlying such Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPSCash Settled 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 Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPS Cash Settled Units or surrender of the Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate has been destroyed, lost or stolen, together with any indemnity and/or security that may be required by the Stock 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 Stock Purchase Contract Agent holds such property. Notwithstanding the foregoing, upon written instruction from the Company, the Purchase Contract Agent shall deliver to the Company any funds or property held for two years, in which event the Company shall have sole responsibility for compliance with all applicable escheat laws with respect to all funds or property returned to it pursuant to this sentence.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon receipt by the Collateral Agent of written notice pursuant to Section 5.06 hereof from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; (ii) any Pledged Treasury Securities; (iii) any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 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 Senior Notes in an aggregate principal amount of less than $1,000, or greater than $1,000 but not in an integral multiple of $1,000, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to Section 2.03 of the Supplemental Indenture that the Company issue Senior Notes in denominations of $25, or integral multiples thereof, in exchange for Senior Notes in denominations of $1,000 or integral multiples thereof; and provided further, if any Holder shall be entitled to receive less than $1,000 with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio, the Purchase Contract Agent shall have the right (but not the obligation) to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Pledged Applicable Ownership Interests in the Treasury Portfolio. (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 Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.15, the Purchase Contract Agent shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company’s being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 3.15, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.15, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.15. (c) Upon the occurrence of a Termination Event and the transfer Transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral AgreementSection 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Senior Notes, Applicable Ownership Interests in the Treasury Portfolio or Qualifying 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructionsinstructions and, in the case of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, in accordance with the terms of the Supplemental Indenture. In the event a Holder of Normal MCAPS Corporate Units or Treasury MCAPS Units fails to effect such transfer or delivery, the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Corporate Units of Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units 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 by the applicable law governing abandoned property in the abandoned property laws of the relevant State state in which the Stock 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 Debentures underlying Pledged Applicable Ownership Interests in Debentures 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 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 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, 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 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 Debentures underlying Pledged Applicable Ownership Interests in Debentures, 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 Debentures underlying Pledged Applicable Ownership Interests in Debentures, 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 Debentures underlying Pledged Applicable Ownership Interests in Debentures, 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 Stock Purchase Contract Agent of the Trust Preferred Securities or Debentures underlying Pledged Applicable Ownership Interests in Debentures, the Qualifying appropriate Applicable Ownership Interests in the Treasury Portfolio and/or the Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral Agreementthis Section 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or Qualifying Debentures, Applicable Ownership Interests in the Treasury Portfolio 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructionsinstructions in connection with a Termination Event, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Debentures underlying Pledged Applicable Ownership Interests in Debentures, the Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, 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 Debentures underlying Pledged Applicable Ownership Interests in Debentures, in accordance with the terms of the Indenture. In the event a Holder of Normal MCAPS Corporate Units or Treasury MCAPS Units fails to deliver transfer instructions or effect such transfer or delivery, the Trust Preferred Securities Debentures underlying Pledged Applicable Ownership Interests in Debentures, the Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Corporate Units of Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units 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 by the applicable law governing abandoned property in the abandoned property laws of the relevant State state in which the Stock 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 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 per series, or greater than $1,000 but not in an integral multiple of $1,000 per series, 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 $25, 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 Stock Purchase Contract Agent of the Trust Preferred Securities or Notes underlying Pledged Applicable Ownership Interests in Notes, the Qualifying appropriate Applicable Ownership Interests in the Treasury Portfolio and/or the Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral Agreementthis Section 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or Qualifying Notes, Applicable Ownership Interests in the Treasury Portfolio 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructionsinstructions in connection with a Termination Event, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units fails to deliver transfer instructions or effect such transfer or delivery, the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Corporate Units of Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units 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 by the applicable law governing abandoned property in the abandoned property laws of the relevant State state in which the Stock Purchase Contract Agent holds such property.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event, the Purchase Contract Agent shall notify the Collateral Agent of the occurrence thereof and request the release of the Collateral from the Pledge. Upon receipt by the Collateral Agent of such written notice or written notice pursuant to Section 5.06 hereof from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Pledged Convertible Notes or security entitlements with respect thereto; (ii) any Pledged Treasury Securities; (iii) any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 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. (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 Pledged Convertible Notes, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.15, the Purchase Contract Agent shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company’s being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 3.15, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Convertible Notes, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.15, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Convertible Notes, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.15. (c) Upon the occurrence of a Termination Event and the transfer Transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Pledged Convertible Notes or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral AgreementSection 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Convertible Notes or Qualifying 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Pledged Convertible Notes or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, 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 Pledged Convertible Notes, in accordance with the terms of the Supplemental Indenture. In the event a Holder of Normal MCAPS Corporate Units or Treasury MCAPS Units fails to effect such transfer or delivery, the Trust Preferred Securities Pledged Convertible Notes or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Corporate Units of Treasury MCAPSUnits, as the case may bemaybe, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units 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 by the applicable law governing abandoned property in the abandoned property laws of the relevant State state in which the Stock Purchase Contract Agent holds such property. Notwithstanding the foregoing, the Purchase Contract Agent may opt to deliver to the Company any funds or property held for two years, in which event the Company shall have sole responsibility for compliance with all applicable escheat laws with respect to all funds or property returned to it pursuant to this sentence.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event, the Purchase Contract Agent shall notify the Collateral Agent of the occurrence thereof and request the release of a Collateral from the Pledge. Upon receipt by the Collateral Agent of such written notice or written notice pursuant to Section 5.06 hereof from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: any Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; any Pledged Treasury Securities; any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof; and any Proceeds and all other payments the Collateral Agent receives in respect of the foregoing, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder or Beneficial Owner shall be entitled to receive Senior Notes in an aggregate principal amount of less than $1,000, or greater than $1,000 but not in an integral multiple of $1,000, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to Section 2.03 of the Supplemental Indenture that the Company issue Senior Notes in denominations of $50, or integral multiples thereof, in exchange for Senior Notes in denominations of $1,000 or integral multiples thereof; and provided further, if any Holder shall be entitled to receive less than $1,000 with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio, the Purchase Contract Agent shall dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Pledged Applicable Ownership Interests in the Treasury Portfolio. Notwithstanding anything to the contrary in clause (a) of this Section 3.15, if such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.15, the Purchase Contract Agent shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 3.15, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.15, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.15. Upon the occurrence of a Termination Event and the transfer Transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral AgreementSection 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Senior Notes, Applicable Ownership Interests in the Treasury Portfolio or Qualifying 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 Securities Security Register. (b) . Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructionsinstructions and, in the case of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, in accordance with the terms of the Supplemental Indenture. In the event a Holder of Normal MCAPS Corporate Units or Treasury MCAPS Units fails to effect such transfer or delivery, the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Corporate Units of Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units 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) and 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 Stock Purchase Contract Agent holds such property.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event, the Company shall notify the Purchase Contract Agent and Collateral Agent in writing of the occurrence thereof and request that the Collateral Agent request the Securities Intermediary to release the Collateral from the Pledge. Upon receipt by the Collateral Agent of such written notice or written notice pursuant to Section 5.05 hereof from the Company 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; (ii) any Pledged Treasury Securities; (iii) any Pledged Cash; (iv) any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof; and (v) any Proceeds and all other payments the Collateral Agent receives in respect of the foregoing, to the Purchase Contract Agent or Transfer Agent, as applicable, 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 shares of Convertible Preferred Stock in any non-integral number, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to the Preferred Stock Articles of Amendment that the Company shall issue fractional shares of Convertible Preferred Stock, each with a liquidation preference of $100, or integral multiples thereof, in exchange for whole shares of Convertible Preferred Stock 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 Treasury Securities, any securities having a principal amount at maturity of less than the minimum denominations thereof, the Purchase Contract Agent shall dispose of such Pledged Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities for Cash and deliver to such Holder Cash in lieu of delivering the Pledged Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be. (b) Notwithstanding anything to the contrary in clause (a) of this Section 3.16, 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.16, 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 3.16, and shall deliver or cause to be delivered such opinion addressed 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 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.16, 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.16. (c) Upon the occurrence of a Termination Event and the transfer Transfer to the Stock Purchase Contract Agent or Transfer Agent, as applicable, of the Trust Convertible Preferred Securities Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio, the Pledged Cash or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral Agreementthis Section 3.16, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Convertible Preferred Securities Stock, Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash or Qualifying Pledged Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D F hereto, mailed to such Holder at its address as it appears in the Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units, the Treasury Units or the Treasury MCAPS Cash Settled Units or delivery of a Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall or, in the case of shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Stock, the Transfer Agent, acting on behalf of the Purchase Contract Agent upon receipt of an instruction from the Purchase Contract Agent substantially in the form of Exhibit S attached hereto, shall, transfer the Trust shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, the Pledged Applicable Ownership Interests in the Treasury Portfolio, the applicable Treasury Securities or Qualifying Treasury SecuritiesPledged Cash, as the case may be, underlying such Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPSCash Settled 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, in accordance with the terms of the Preferred Stock Articles of Amendment. In the event a Holder of Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPS Cash Settled Units fails to effect such transfer or delivery, the Trust shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, the Pledged Applicable Ownership Interests in the Treasury Portfolio, the applicable Treasury Securities or Qualifying Treasury SecuritiesPledged Cash, as the case may be, underlying such Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPSCash Settled 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 Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPS Cash Settled Units or surrender of the Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate has been destroyed, lost or stolen, together with any indemnity or security that may be required by the Stock 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 Stock Purchase Contract Agent holds such property. Notwithstanding the foregoing, the Purchase Contract Agent may opt to deliver to the Company any funds or property held for two years, in which event the Company shall have sole responsibility for compliance with all applicable escheat laws with respect to all funds or property returned to it pursuant to this sentence.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Qualifying Treasury Securities, as the case may be, underlying the Normal MCAPS or Income PRIDES and the Treasury MCAPS, respectively, Growth PRIDES pursuant to the terms of the Collateral Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or Qualifying the appropriate Applicable Ownership 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 Securities Income PRIDES Register or the Growth PRIDES Register. (b) , as the case may be. Upon book-entry transfer of the Normal MCAPS Income PRIDES or the Treasury MCAPS Growth PRIDES or delivery of a Normal MCAPS an Income PRIDES Certificate or Treasury MCAPS Growth PRIDES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Securities, the Treasury Portfolio or Qualifying Treasury Securities, as the case may be, underlying such Normal MCAPS Income PRIDES or Treasury MCAPSGrowth 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 Normal MCAPS Income PRIDES or Treasury MCAPS Growth PRIDES fails to effect such transfer or delivery, the Trust Preferred Securities Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Qualifying Treasury Securities, as the case may be, underlying such Normal MCAPS Income PRIDES or Treasury MCAPSGrowth PRIDES, 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 33 41 Holder, until such Income PRIDES or Growth PRIDES are transferred or the earlier to occur of: (i) the transfer of such Normal MCAPS or Treasury MCAPS or surrender of the Normal MCAPS Income PRIDES Certificate or Treasury MCAPS Growth PRIDES Certificate is surrendered or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of provides satisfactory evidence that such Normal MCAPS Income PRIDES Certificate or Treasury MCAPS Growth PRIDES 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. (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 that 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 that 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 Stock Purchase Contract Agent of the Trust Preferred Securities or Notes underlying Pledged Applicable Ownership Interests in Notes, the Qualifying appropriate Applicable Ownership Interests in the Treasury Portfolio and/or the Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral Agreementthis ‎Section 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or Qualifying Notes, Applicable Ownership Interests in the Treasury Portfolio 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructionsinstructions in connection with a Termination Event, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units fails to deliver transfer instructions or effect such transfer or delivery, the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Corporate Units of Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units 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 by the applicable law governing abandoned property in the abandoned property laws of the relevant State state in which the Stock 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, that 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 that 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 Stock Purchase Contract Agent of the Trust Preferred Securities or Notes underlying Pledged Applicable Ownership Interests in Notes, the Qualifying appropriate Applicable Ownership Interests in the Treasury Portfolio and/or the Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral Agreementthis Section 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or Qualifying Notes, Applicable Ownership Interests in the Treasury Portfolio 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructionsinstructions in connection with a Termination Event, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units fails to deliver transfer instructions or effect such transfer or delivery, the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Corporate Units of Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units 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 by the applicable law governing abandoned property in the abandoned property laws of the relevant State state in which the Stock 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 5.06 hereof from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (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 5.02 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, that if any Holder 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, pursuant to Section 2.03 of the Supplemental 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; provided further that if any Holder shall be entitled to receive less than $1,000 with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio or its Pledged Treasury Securities, the Purchase Contract Agent shall have the right (but not the obligation) to 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 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.15, the Purchase Contract Agent shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company’s being the debtor in such a bankruptcy case, the Collateral Agent shall 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 10 days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent 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, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.15, then the Purchase Contract Agent shall within 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, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, 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 Stock Purchase Contract Agent of the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral AgreementSection 3.15(a), the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes, Applicable Ownership Interests in the Treasury Portfolio or Qualifying 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying that are a component of such Normal MCAPS Corporate Units or Treasury MCAPSUnits, 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 First Supplemental Indenture. In the event a Holder of Normal MCAPS Corporate Units or Treasury MCAPS Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Treasury MCAPS, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units 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 by the applicable law governing abandoned property in the abandoned property laws of the relevant State state in which the Stock Purchase Contract Agent holds such property.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event, the Company shall notify the Collateral Agent of the occurrence thereof and request the release of the Collateral from the Pledge. Upon receipt by the Collateral Agent of such written notice or written notice pursuant to Section 5.05 hereof from the Company 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 Qualifying Treasury Securities; (iii) any Pledged Cash; (iv) any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof; and (v) 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 issue Notes in denominations of $100, 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 Pro Rata Portion of the Treasury Unit Collateral consisting of Qualifying Treasury Securities, any securities having a principal amount at maturity of less than the minimum denominations thereof, the Purchase Contract Agent shall dispose of such Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Qualifying 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 Qualifying Treasury Securities, as the case may be. (b) Notwithstanding anything to the contrary in clause (a) of this Section 3.16, 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 Cash, Pledged Qualifying Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.16, 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 3.16, 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 Cash, Pledged Qualifying Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.16, 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 Cash, Pledged Qualifying Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.16. (c) Upon the occurrence of a Termination Event and the transfer Transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio, the Pledged Cash or the Pledged Qualifying Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral Agreementthis Section 3.16, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes, Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash or Pledged Qualifying Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D F hereto, mailed to such Holder at its address as it appears in the Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units, the Treasury Units or the Treasury MCAPS Cash Settled Units or delivery of a Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio, the applicable Pro Rata Portions of the Treasury Unit Collateral or Qualifying Treasury SecuritiesPledged Cash, as the case may be, underlying such Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPSCash Settled 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 Supplemental Indenture. In the event a Holder of Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPS Cash Settled Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio, the applicable Pro Rata Portions of the Treasury Unit Collateral or Qualifying Treasury SecuritiesPledged Cash, as the case may be, underlying such Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPSCash Settled Units, as the case may bemaybe, 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 Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPS Cash Settled Units or surrender of the Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units 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 by the applicable law governing abandoned property in the abandoned property laws of the relevant State state in which the Stock Purchase Contract Agent holds such property. Notwithstanding the foregoing, the Purchase Contract Agent may opt to deliver to the Company any funds or property held for two years, in which event the Company shall have sole responsibility for compliance with all applicable escheat laws with respect to all funds or property returned to it pursuant to this sentence.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event, the Company shall notify the Collateral Agent in writing of the occurrence thereof and request that the Collateral Agent request the Securities Intermediary to release the Collateral from the Pledge. Upon receipt by the Collateral Agent of such written notice or written notice pursuant to Section 5.05 hereof from the Company 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; (ii) any Pledged Treasury Securities; (iii) any Pledged Cash; (iv) any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof; and (v) 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 shares of Convertible Preferred Stock in any non-integral number, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to the Certificate of Amendment that the Company shall issue fractional shares of Convertible Preferred Stock, each with a liquidation preference of $100, or integral multiples thereof, in exchange for whole shares of Convertible Preferred Stock 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 Treasury Securities, any securities having a principal amount at maturity of less than the minimum denominations thereof, the Purchase Contract Agent shall dispose of such Pledged Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities for Cash and deliver to such Holder Cash in lieu of delivering the Pledged Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be. (b) Notwithstanding anything to the contrary in clause (a) of this Section 3.16, 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.16, 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 3.16, and shall deliver or cause to be delivered such opinion addressed 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.16, 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.16. (c) Upon the occurrence of a Termination Event and the transfer Transfer to the Stock Purchase Contract Agent of the Trust Convertible Preferred Securities Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio, the Pledged Cash or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral Agreementthis Section 3.16, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Convertible Preferred Securities Stock, Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash or Qualifying Pledged Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D F hereto, mailed to such Holder at its address as it appears in the Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units, the Treasury Units or the Treasury MCAPS Cash Settled Units or delivery of a Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, the Pledged Applicable Ownership Interests in the Treasury Portfolio, the applicable Treasury Securities or Qualifying Treasury SecuritiesPledged Cash, as the case may be, underlying such Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPSCash Settled 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, in accordance with the terms of the Certificate of Amendment. In the event a Holder of Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPS Cash Settled Units fails to effect such transfer or delivery, the Trust shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, the Pledged Applicable Ownership Interests in the Treasury Portfolio, the applicable Treasury Securities or Qualifying Treasury SecuritiesPledged Cash, as the case may be, underlying such Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPSCash Settled Units, as the case may bemaybe, 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 Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPS Cash Settled Units or surrender of the Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate has been destroyed, lost or stolen, together with any indemnity or security that may be required by the Stock 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 Stock Purchase Contract Agent holds such property. Notwithstanding the foregoing, the Purchase Contract Agent may opt to deliver to the Company any funds or property held for two years, in which event the Company shall have sole responsibility for compliance with all applicable escheat laws with respect to all funds or property returned to it pursuant to this sentence.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities [Subordinated] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Qualifying Treasury Securities, as the case may be, underlying the Normal MCAPS or Stock Purchase Units and the Treasury MCAPSStock Purchase Units, respectivelyas the case may be, pursuant to the terms of the Collateral Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities [Subordinated] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Qualifying 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 Securities Security Register. (b) . Upon book-entry transfer of the Normal MCAPS Stock Purchase Units or the Treasury MCAPS Stock Purchase Units or delivery of a Normal MCAPS Stock Purchase Units Certificate or Treasury MCAPS Stock Purchase Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities [Subordinated] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Qualifying Treasury Securities, as the case may be, underlying such Normal MCAPS Stock Purchase Units or Treasury MCAPSStock 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 Normal MCAPS Stock Purchase Units or Treasury MCAPS Stock Purchase Units fails to effect such transfer or delivery, the Trust Preferred Securities [Subordinated] Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Qualifying Treasury Securities, as the case may be, underlying such Normal MCAPS Stock Purchase Units or Treasury MCAPSStock Purchase 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 Normal MCAPS Stock Purchase Units or Treasury MCAPS Stock Purchase Units or surrender of the Normal MCAPS Stock Purchase Units Certificate or Treasury MCAPS Stock Purchase Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Stock Purchase Units Certificate or Treasury MCAPS Stock Purchase Units 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 propertyState.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event, the Purchase Contract Agent shall notify the Collateral Agent of the occurrence thereof and request the release of the Collateral from the Pledge. Upon receipt by the Collateral Agent of such written notice or written notice pursuant to Section 5.06 hereof from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: any Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; any Pledged Treasury Securities; any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof; and any Proceeds and all other payments the Collateral Agent receives in respect of the foregoing, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder or Beneficial Owner shall be entitled to receive Senior Notes in an aggregate principal amount of less than $1,000, or greater than $1,000 but not in an integral multiple of $1,000, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to Section 2.03 of the Supplemental Indenture that the Company issue Senior Notes in denominations of $50, or integral multiples thereof, in exchange for Senior Notes in denominations of $1,000 or integral multiples thereof; and provided further, if any Holder shall be entitled to receive less than $1,000 with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio, the Purchase Contract Agent shall dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Pledged Applicable Ownership Interests in the Treasury Portfolio. Notwithstanding anything to the contrary in clause (a) of this Section 3.15, if such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.15, the Purchase Contract Agent shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 3.15, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.15, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.15. Upon the occurrence of a Termination Event and the transfer Transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral AgreementSection 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Senior Notes, Applicable Ownership Interests in the Treasury Portfolio or Qualifying 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 Securities Security Register. (b) . Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructionsinstructions and, in the case of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, in accordance with the terms of the Supplemental Indenture. In the event a Holder of Normal MCAPS Corporate Units or Treasury MCAPS Units fails to effect such transfer or delivery, the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Corporate Units of Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units 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) and 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 Stock 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 Stock Purchase Contract Agent of the Trust Preferred Securities Securities, Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Qualifying Treasury Securities, as the case may be, underlying the Normal MCAPS or Income PRIDES and the Treasury MCAPSGrowth PRIDES, respectivelyas the case may be, pursuant to the terms of the Collateral Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Securities, Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Qualifying 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 Securities Security Register. (b) . Upon book-entry transfer of the Normal MCAPS Income PRIDES or the Treasury MCAPS Growth PRIDES or delivery of a Normal MCAPS an Income PRIDES Certificate or Treasury MCAPS Growth PRIDES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Securities, Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Qualifying Treasury Securities, as the case may be, underlying such Normal MCAPS Income PRIDES or Treasury MCAPSGrowth 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 Normal MCAPS Income PRIDES or Treasury MCAPS Growth PRIDES fails to effect such transfer or delivery, the Trust Preferred Securities Securities, Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Qualifying Treasury Securities, as the case may be, underlying such Normal MCAPS Income PRIDES or Treasury MCAPSGrowth PRIDES, 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 Normal MCAPS Income PRIDES or Treasury MCAPS Growth PRIDES or surrender of the Normal MCAPS Income PRIDES Certificate or Treasury MCAPS Growth PRIDES Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Income PRIDES Certificate or Treasury MCAPS Growth PRIDES 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. (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 Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; (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 Senior Notes in an aggregate principal amount of less than $1,000, or greater than $1,000 but not in an integral multiple of $1,000, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to the Indenture that the Company issue Senior Notes in denominations of $25, or integral multiples thereof, in exchange for Senior Notes in denominations of $1,000 or integral multiples thereof; and provided further, if any Holder shall be entitled to receive, 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 Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.03 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 Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.03 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 Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.03 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 Stock Purchase Contract Agent of the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral AgreementSection 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Senior Notes, Applicable Ownership Interests in the Treasury Portfolio or Qualifying 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructionsinstructions and, in the case of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, in accordance with the terms of the Indenture. In the event a Holder of Normal MCAPS Corporate Units or Treasury MCAPS Units fails to effect such transfer or delivery, the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Corporate Units of Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units 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 by the applicable law governing abandoned property in the abandoned property laws of the relevant State state in which the Stock 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 5.06 hereof from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated 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 5.02 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 Subordinated Notes in an aggregate principal amount of less than $1,000, or greater than $1,000 but not in an integral multiple of $1,000, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to Section 2.03 of the Supplemental Indenture that the Company issue Subordinated Notes in denominations of $25, or integral multiples thereof, in exchange for Subordinated Notes in denominations of $1,000 or integral multiples thereof; and provided further, if any Holder shall be entitled to receive less than $1,000 with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio or its Pledged Treasury Securities, 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 Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.15, the Purchase Contract Agent shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company’s being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 3.15, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.15, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.15. (c) Upon the occurrence of a Termination Event and the transfer Transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral AgreementSection 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Subordinated Notes, Applicable Ownership Interests in the Treasury Portfolio or Qualifying 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, 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 Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, in accordance with the terms of the Supplemental Indenture. In the event a Holder of Normal MCAPS Corporate Units or Treasury MCAPS Units fails to effect such transfer or delivery, the Trust Preferred Securities Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Corporate Units of Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units 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 by the applicable law governing abandoned property in the abandoned property laws of the relevant State state in which the Stock 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, at the expense of the Company, 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 Stock Purchase Contract Agent of the Trust Preferred Securities or Notes underlying Pledged Applicable Ownership Interests in Notes, the Qualifying appropriate Applicable Ownership Interests in the Treasury Portfolio and/or the Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral Agreementthis Section 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or Qualifying Notes, Applicable Ownership Interests in the Treasury Portfolio 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructionsinstructions in connection with a Termination Event, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units fails to deliver transfer instructions or effect such transfer or delivery, the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Corporate Units of Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate has been destroyed, lost or stolen, together with any indemnity or security that may be required by the Stock 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 Stock 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 5.06 hereof from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (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 5.02 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, that if any Holder 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, pursuant to Section 2.03 of the First Supplemental 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; provided, further, that if any Holder shall be entitled to receive less than $1,000 with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio or its Pledged Treasury Securities, the Purchase Contract Agent shall have the right (but not the obligation) to 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 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.15, the Purchase Contract Agent shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company’s being the debtor in such a bankruptcy case, the Collateral Agent shall 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 10 days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent 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, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.15, then the Purchase Contract Agent shall within 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, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, 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 Stock Purchase Contract Agent of the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral AgreementSection 3.15(a), the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes, Applicable Ownership Interests in the Treasury Portfolio or Qualifying 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying that are a component of such Normal MCAPS Corporate Units or Treasury MCAPSUnits, 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 First Supplemental Indenture. In the event a Holder of Normal MCAPS Corporate Units or Treasury MCAPS Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Treasury MCAPS, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units 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 by the applicable law governing abandoned property in the abandoned property laws of the relevant State state in which the Stock 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 5.06 from the Company that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Pledged Senior Notes or security entitlements with respect thereto; (ii) any Pledged Treasury Securities, (iii) any payments by Holders pursuant to Section 5.02; and (iv) any Proceeds and all principal 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. (b) 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 or be unable promptly to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Treasury Securities and payments by Holders pursuant to Section 5.02 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 3.15, the Purchase Contract Agent shall use its commercially reasonable 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 Pledged Senior Notes, Pledged Treasury Securities and the payments by Holders pursuant to Section 5.02 and Proceeds of any 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 Pledged Senior Notes, Pledged Treasury Securities and the payments by Holders pursuant to Section 5.02 and Proceeds of any 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 Stock Purchase Contract Agent of the Trust Preferred Securities Pledged Senior Notes or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral AgreementSection 3.15(a), the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Pledged Senior Notes or Qualifying 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate HiMEDS Units or the Treasury MCAPS HiMEDS Units or delivery of a Normal MCAPS Corporate HiMEDS Units Certificate or Treasury MCAPS HiMEDS Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Pledged Senior Notes or Qualifying Pledged Treasury Securities, as the case may be, and Proceeds of any of the foregoing, underlying such Normal MCAPS Corporate HiMEDS Units or Treasury MCAPSHiMEDS 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 Pledged Senior Notes, in accordance with the terms of the Supplemental Indenture. In the event a Holder of Normal MCAPS Corporate HiMEDS Units or Treasury MCAPS HiMEDS Units fails to effect such transfer or delivery, the Trust Preferred Securities Pledged Senior Notes or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Treasury MCAPS, as and Proceeds of any of the case may be, foregoing 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 Normal MCAPS Corporate HiMEDS Units or Treasury MCAPS HiMEDS Units or surrender of the Normal MCAPS Corporate HiMEDS Units Certificate or Treasury MCAPS HiMEDS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate HiMEDS Units Certificate or Treasury MCAPS HiMEDS Units 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 state in which the Stock Purchase Contract Agent holds such property.

Transfer of Collateral upon Occurrence of Termination Event. (a%3) Upon receipt by the occurrence 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 transfer 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 Stock Purchase Contract Agent for the benefit of the Trust Preferred Securities Holders for distribution to such Holders, in accordance with the terms provided for herein, 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 per series, or greater than $1,000 but not in an integral multiple of $1,000 per series, 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 $25, 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 the Qualifying Pledged Treasury Securities for Cash and deliver to such Holder Cash in lieu of delivering the Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or Qualifying 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 Securities Register. (b) Upon book-entry transfer of the Normal MCAPS or the Treasury MCAPS or delivery of a Normal MCAPS Certificate or Treasury MCAPS Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities or Qualifying Treasury Securities, as the case may be, underlying such Normal MCAPS or Treasury MCAPS, 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 Normal MCAPS or Treasury MCAPS fails to effect such transfer or delivery, the Trust Preferred Securities or Qualifying Treasury Securities, as the case may be, underlying such Normal MCAPS or Treasury MCAPS, 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 Normal MCAPS or Treasury MCAPS or surrender of the Normal MCAPS Certificate or Treasury MCAPS Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Certificate or Treasury MCAPS 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. (a) Upon receipt by the Collateral Agent of written notice pursuant to Section 5.06 hereof from the Company that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Pledged Senior Notes or security entitlements with respect thereto; (ii) any Pledged Treasury Securities, (iii) any payments by Holders pursuant to Section 5.02 hereof; and (iv) any Proceeds and all principal 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 shall be entitled to receive Senior Notes in an aggregate principal amount of less than $1,000, or greater than $1,000 but not in an integral multiple of $1,000, the Purchase Contract Agent shall request, on behalf of such Holder, pursuant to Section 2.03 of the Supplemental Indenture that the Company issue Senior Notes in denominations of $50, or integral multiples thereof, in exchange for Senior Notes in denominations of $1,000 or integral multiples thereof; provided further, if any Holder shall be entitled to receive less than $1,000 with respect to its Pledged Treasury Securities, the Purchase Contract Agent shall have the right (but not the obligation) to dispose of such Pledged Treasury Securities for cash and deliver to such Holder cash in lieu of delivering the Pledged Treasury Securities. (b) 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 or be unable promptly to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Treasury Securities and payments by Holders pursuant to Section 5.02 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 3.15, the Purchase Contract Agent shall use its commercially reasonable 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 Pledged Senior Notes, Pledged Treasury Securities and the payments by Holders pursuant to Section 5.02 hereof and Proceeds of any 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 Pledged Senior Notes, Pledged Treasury Securities and the payments by Holders pursuant to Section 5.02 hereof and Proceeds of any 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 Stock Purchase Contract Agent of the Trust Preferred Securities Pledged Senior Notes or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral AgreementSection 3.15(a), the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Pledged Senior Notes or Qualifying 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate HiMEDS Units or the Treasury MCAPS HiMEDS Units or delivery of a Normal MCAPS Corporate HiMEDS Units Certificate or Treasury MCAPS HiMEDS Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Pledged Senior Notes or Qualifying Pledged Treasury Securities, as the case may be, and Proceeds of any of the foregoing, underlying such Normal MCAPS Corporate HiMEDS Units or Treasury MCAPSHiMEDS 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 Pledged Senior Notes, in accordance with the terms of the Supplemental Indenture. In the event a Holder of Normal MCAPS Corporate HiMEDS Units or Treasury MCAPS HiMEDS Units fails to effect such transfer or delivery, the Trust Preferred Securities Pledged Senior Notes or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Treasury MCAPS, as and Proceeds of any of the case may be, foregoing 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 Normal MCAPS Corporate HiMEDS Units or Treasury MCAPS HiMEDS Units or surrender of the Normal MCAPS Corporate HiMEDS Units Certificate or Treasury MCAPS HiMEDS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate HiMEDS Units Certificate or Treasury MCAPS HiMEDS Units 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 state in which the Stock 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 Debentures underlying Pledged Applicable Ownership Interests in Debentures 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 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 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, 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 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 Debentures underlying Pledged Applicable Ownership Interests in Debentures, 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 Debentures underlying Pledged Applicable Ownership Interests in Debentures, 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 Debentures underlying Pledged Applicable Ownership Interests in Debentures, 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 Stock Purchase Contract Agent of the Trust Preferred Securities or Debentures underlying Pledged Applicable Ownership Interests in 39 Debentures, the Qualifying appropriate Applicable Ownership Interests in the Treasury Portfolio and/or the Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral Agreementthis Section 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or Qualifying Debentures, Applicable Ownership Interests in the Treasury Portfolio 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructionsinstructions in connection with a Termination Event, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Debentures underlying Pledged Applicable Ownership Interests in Debentures, the Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, 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 Debentures underlying Pledged Applicable Ownership Interests in Debentures, in accordance with the terms of the Indenture. In the event a Holder of Normal MCAPS Corporate Units or Treasury MCAPS Units fails to deliver transfer instructions or effect such transfer or delivery, the Trust Preferred Securities Debentures underlying Pledged Applicable Ownership Interests in Debentures, the Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Corporate Units of Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units 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 by the applicable law governing abandoned property in the abandoned property laws of the relevant State state in which the Stock Purchase Contract Agent holds such property.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event, the Company shall notify the Collateral Agent in writing of the occurrence thereof and request that the Collateral Agent request the Securities Intermediary to release the Collateral from the Pledge. Upon receipt by the Collateral Agent of such written notice or written notice pursuant to Section 5.05 hereof from the Company 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; (ii) any Pledged Treasury Securities; (iii) any Pledged Cash; (iv) any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof; and (v) 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 shares of Convertible Preferred Stock in any non-integral number, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to the Certificate of Amendment that the Company shall issue fractional shares of Convertible Preferred Stock, each with a liquidation preference of $100, or integral multiples thereof, in exchange for whole shares of Convertible Preferred Stock 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 Treasury Securities, any securities having a principal amount at maturity of less than the minimum denominations thereof, the Purchase Contract Agent shall dispose of such Pledged Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities for Cash and deliver to such Holder Cash in lieu of delivering the Pledged Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be. (b) Notwithstanding anything to the contrary in clause (a) of this Section 3.16(a), 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.16(a), 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 3.16(a), and shall deliver or cause to be delivered such opinion addressed 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.16(a), 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.16(a). (c) Upon the occurrence of a Termination Event and the transfer Transfer to the Stock Purchase Contract Agent of the Trust Convertible Preferred Securities Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio, the Pledged Cash or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral Agreementthis Section 3.16(a), the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Convertible Preferred Securities Stock, Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash or Qualifying Pledged Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D F hereto, mailed to such Holder at its address as it appears in the Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units, the Treasury Units or the Treasury MCAPS Cash Settled Units or delivery of a Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, the Pledged Applicable Ownership Interests in the Treasury Portfolio, the applicable Treasury Securities or Qualifying Treasury SecuritiesPledged Cash, as the case may be, underlying such Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPSCash Settled 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, in accordance with the terms of the Certificate of Amendment. In the event a Holder of Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPS Cash Settled Units fails to effect such transfer or delivery, the Trust shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, the Pledged Applicable Ownership Interests in the Treasury Portfolio, the applicable Treasury Securities or Qualifying Treasury SecuritiesPledged Cash, as the case may be, underlying such Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPSCash Settled Units, as the case may bemaybe, 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 Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPS Cash Settled Units or surrender of the Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate has been destroyed, lost or stolen, together with any indemnity or security that may be required by the Stock 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 Stock Purchase Contract Agent holds such property. Notwithstanding the foregoing, the Purchase Contract Agent may opt to deliver to the Company any funds or property held for two years, in which event the Company shall have sole responsibility for compliance with all applicable escheat laws with respect to all funds or property returned to it pursuant to this sentence.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event, the Company shall notify the Collateral Agent in writing of the occurrence thereof and request that the Collateral Agent request the Securities Intermediary to release the Collateral from the Pledge. Upon receipt by the Collateral Agent of such written notice or written notice pursuant to Section 5.05 hereof from the Company 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 all: (i) shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; (ii) Pledged Treasury Securities; (iii) Pledged Cash; (iv) payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof; and (v) 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 shares of Convertible Preferred Stock in any non-integral number, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to the Series A Certificate of Designations that the Company shall issue fractional shares of Convertible Preferred Stock, each with a liquidation preference of $100, or integral multiples thereof, in exchange for whole shares of Convertible Preferred Stock 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 Treasury Securities, any securities having a principal amount at maturity of less than the minimum denominations thereof, the Purchase Contract Agent shall dispose of such Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities for Cash and deliver to such Holder Cash in lieu of delivering the Applicable Ownership Interests in the Treasury Portfolio or 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’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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by Section 3. 15(a), 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 Section 3.15(a) , and shall deliver or cause to be delivered such opinion addressed 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in Section 3.15(a), 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by Section 3.15(a). (c) Upon the occurrence of a Termination Event and the transfer Transfer to the Stock Purchase Contract Agent of the Trust Convertible Preferred Securities Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, the Applicable Ownership Interests in the Treasury Portfolio, the Pledged Cash or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral AgreementSection 3.15(a), the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Convertible Preferred Securities Stock, Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash or Qualifying Pledged Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D F hereto, mailed to such Holder at its address as it appears in the Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units, the Treasury Units or the Treasury MCAPS Cash Settled Units or delivery of a Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, the Applicable Ownership Interests in the Treasury Portfolio, the applicable Treasury Securities or Qualifying Treasury SecuritiesPledged Cash, as the case may be, underlying such Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPSCash Settled 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, in accordance with the terms of the Series A Certificate of Designations. In the event a Holder of Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPS Cash Settled Units fails to effect such transfer or delivery, the Trust shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, the Applicable Ownership Interests in the Treasury Portfolio, the applicable Treasury Securities or Qualifying Treasury SecuritiesPledged Cash, as the case may be, underlying such Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPSCash Settled 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 Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPS Cash Settled Units or surrender of the Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate has been destroyed, lost or stolen, together with any satisfactory indemnity that may be required by or security to the Stock 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 Stock Purchase Contract Agent holds such property. Notwithstanding the foregoing, the Purchase Contract Agent may opt to deliver to the Company any funds or property held for two years, in which event the Company shall have sole responsibility for compliance with all applicable escheat laws with respect to all funds or property returned to it pursuant to this sentence.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event, the Company shall notify the Collateral Agent in writing of the occurrence thereof and request that the Collateral Agent request the Securities Intermediary to release the Collateral from the Pledge. Upon receipt by the Collateral Agent of such written notice or written notice pursuant to Section 5.05 hereof from the Company 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 Pledged Cash; (iv) any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof; and (v) 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 issue Notes in denominations of $100, 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 Treasury Securities, any securities having a principal amount at maturity of less than the minimum denominations thereof, the Purchase Contract Agent shall dispose of such Pledged Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities for Cash and deliver to such Holder Cash in lieu of delivering the Pledged Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be. (b) Notwithstanding anything to the contrary in clause (a) of this Section 3.16, 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 Cash, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.16, the Purchase Contract Agent shall use its reasonable 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 3.16, and shall deliver or cause to be delivered such opinion addressed 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 Cash, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.16, 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 Cash, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.16. (c) Upon the occurrence of a Termination Event and the transfer Transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio, the Pledged Cash or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral Agreementthis Section 3.16, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes, Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash or Qualifying Pledged Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D F hereto, mailed to such Holder at its address as it appears in the Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units, the Treasury Units or the Treasury MCAPS Cash Settled Units or delivery of a Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio, the applicable Treasury Securities or Qualifying Treasury SecuritiesPledged Cash, as the case may be, underlying such Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPSCash Settled 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 Supplemental Indenture. In the event a Holder of Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPS Cash Settled Units fails to effect such transfer or delivery, the Trust Preferred Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio, the applicable Treasury Securities or Qualifying Treasury SecuritiesPledged Cash, as the case may be, underlying such Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPSCash Settled Units, as the case may bemaybe, and any distributions thereon, shall be held uninvested 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 Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPS Cash Settled Units or surrender of the Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate has been destroyed, lost or stolen, together with any indemnity or security that may be required by the Stock 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 Stock Purchase Contract Agent holds such property. Notwithstanding the foregoing, the Purchase Contract Agent may opt to deliver to the Company any funds or property held for two years, in which event the Company shall have sole responsibility for compliance with all applicable escheat laws with respect to all funds or property returned to it pursuant to this sentence.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon receipt by the Collateral Agent of written notice pursuant to Section 5.06 hereof from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; (ii) any Pledged Treasury Securities; (iii) any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 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 Senior Notes in an aggregate principal amount of less than $1,000, or greater than $1,000 but not in an integral multiple of $1,000, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to Section 2.03 of the Supplemental Indenture that the Company issue Senior Notes in denominations of $50, or integral multiples thereof, in exchange for Senior Notes in denominations of $1,000 or integral multiples thereof; and provided further, if any Holder shall be entitled to receive less than $1,000 with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio, the Purchase Contract Agent shall dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Pledged Applicable Ownership Interests in the Treasury Portfolio. (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 Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.15, the Purchase Contract Agent shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company’s being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 3.15, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.15, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.15. (c) Upon the occurrence of a Termination Event and the transfer Transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral AgreementSection 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Senior Notes, Applicable Ownership Interests in the Treasury Portfolio or Qualifying 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructionsinstructions and, in the case of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, in accordance with the terms of the Supplemental Indenture. In the event a Holder of Normal MCAPS Corporate Units or Treasury MCAPS Units fails to effect such transfer or delivery, the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Corporate Units of Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units 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 by the applicable law governing abandoned property in the abandoned property laws of the relevant State state in which the Stock 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 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 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 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 Stock Purchase Contract Agent of the Trust Preferred Securities or Notes underlying Pledged Applicable Ownership Interests in Notes, the Qualifying appropriate Applicable Ownership Interests in the Treasury Portfolio and/or the Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral Agreementthis Section 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or Qualifying Notes, Applicable Ownership Interests in the Treasury Portfolio 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructionsinstructions in connection with a Termination Event, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units fails to deliver transfer instructions or effect such transfer or delivery, the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Corporate Units of Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units 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 by the applicable law governing abandoned property in the abandoned property laws of the relevant State state in which the Stock 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 5.06 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 Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated 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 5.02 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 Subordinated Notes in an aggregate principal amount of less than $1,000, or greater than $1,000 but not in an integral multiple of $1,000, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to Section 2.03 of the Supplemental Indenture that the Company issue Subordinated Notes in denominations of $25, or integral multiples thereof, in exchange for Subordinated Notes in denominations of $1,000 or integral multiples thereof; and provided further, if any Holder shall be entitled to receive less than $1,000 with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio or its Pledged Treasury Securities, 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 Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.15, the Purchase Contract Agent shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company’s being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 3.15, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.15, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.15. (c) Upon the occurrence of a Termination Event and the transfer Transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral AgreementSection 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Subordinated Notes, Applicable Ownership Interests in the Treasury Portfolio or Qualifying 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, 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 Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, in accordance with the terms of the Supplemental Indenture. In the event a Holder of Normal MCAPS Corporate Units or Treasury MCAPS Units fails to effect such transfer or delivery, the Trust Preferred Securities Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Corporate Units of Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units 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 by the applicable law governing abandoned property in the abandoned property laws of the relevant State state in which the Stock 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 5.06 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 Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; (ii) any Pledged Treasury Securities; (iii) any payments made by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 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 Senior Notes in an aggregate principal amount of less than $1,000, or greater than $1,000 but not in an integral multiple of $1,000, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to Section 2.03 of the Supplemental Indenture that the Company issue Senior Notes in denominations of $25, or integral multiples thereof, in exchange for Senior Notes in denominations of $1,000 or integral multiples thereof; and provided further, if any Holder shall be entitled to receive, 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 Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.15, the Purchase Contract Agent shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company’s being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 3.15, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.15, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.15. (c) Upon the occurrence of a Termination Event and the transfer Transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral AgreementSection 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Senior Notes, Applicable Ownership Interests in the Treasury Portfolio or Qualifying 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructionsinstructions and, in the case of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, in accordance with the terms of the Supplemental Indenture. In the event a Holder of Normal MCAPS Corporate Units or Treasury MCAPS Units fails to effect such transfer or delivery, the Trust Preferred Securities Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Corporate Units of Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units 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 by the applicable law governing abandoned property in the abandoned property laws of the relevant State state in which the Stock 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 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; 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 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 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, Pledged 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 5.03 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 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 purchased with such payments) pursuant to Section 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 Stock Purchase Contract Agent of the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral AgreementSection 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Notes, Applicable Ownership Interests in the Treasury Portfolio or Qualifying 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units fails to effect such transfer or delivery, the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Corporate Units of Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units 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 by the applicable law governing abandoned property in the abandoned property laws of the relevant State state in which the Stock 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 from the Corporation 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 (in accordance with the instructions provided for in the aforementioned notice from the Corporation): (i) any Notes underlying Pledged Applicable Ownership Interests in Notes and/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 Stock Purchase Contract Agent for the benefit of the Trust Preferred Holders for distribution to such Holders as instructed by such Holders to the Purchase Contract Agent in accordance with the terms provided for herein, 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, as the attorney-in-fact of such Holder or Beneficial Owner, that the Corporation issue, and promptly following such request the Corporation 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 the Qualifying Pledged Treasury Securities, as the case may be, upon receipt of and in accordance with instructions to be separately provided by such Holder. (b) Notwithstanding anything to the contrary in Section 3.15(a), if such Termination Event shall result from Insolvency Proceedings in respect of the Corporation, 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 Normal MCAPS 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, then the Purchase Contract Agent shall within 15 days after its receipt of written notice from the Corporation of the occurrence of such Termination Event pursuant to Section 5.07 hereof commence an action or proceeding in the court having jurisdiction over the Corporation’s Insolvency Proceedings 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 MCAPSPortfolio, respectivelyPledged 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 receipt by the Purchase Contract Agent of written notice pursuant to Section 5.07 from the Corporation that a Termination Event has occurred and the Transfer to the Purchase Contract Agent of the Notes underlying Pledged Applicable Ownership Interests in Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio and/or the Pledged Treasury Securities, as the case may be, pursuant to the terms of the Collateral Agreementthis Section 3.15, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities or Qualifying Notes, Applicable Ownership Interests in the Treasury Portfolio 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 delivered to such Holder at its address as it appears in the Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructionsinstructions in connection with a Termination Event, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units fails to deliver transfer instructions or effect such transfer or delivery, the Trust Preferred Securities Notes underlying Pledged Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Corporate Units of Treasury MCAPSUnits, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company Corporation and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate has been destroyed, lost or stolen, together with any indemnity and/or security that may be required by the Stock Purchase Contract Agent and the CompanyCorporation; 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 Stock Purchase Contract Agent holds such property.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event, the Company shall notify the Collateral Agent in writing of the occurrence thereof and request that the Collateral Agent request the Securities Intermediary to release the Collateral from the Pledge. Upon receipt by the Collateral Agent of such written notice or written notice pursuant to Section 5.05 hereof from the Company 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 all: (i) shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; (ii) Pledged Treasury Securities; (iii) Pledged Cash; (iv) payments by Holders (or the Permitted Investments of such payments) pursuant to the parenthetical in the first sentence of the paragraph immediately following Section 5.02(b)(vii) hereof that begins with the words “unless such Holder”; and (v) 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 shares of Convertible Preferred Stock in any non-integral number, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to the Series A Statement with Respect to Shares that the Company shall issue fractional shares of Convertible Preferred Stock, each with a liquidation preference of $100, or integral multiples thereof, in exchange for whole shares of Convertible Preferred Stock 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 Treasury Securities, any securities having a principal amount at maturity of less than the minimum denominations thereof, then, subject to Section 7.01(c), the Purchase Contract Agent shall dispose of such Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities for Cash and deliver to such Holder Cash in lieu of delivering the Applicable Ownership Interests in the Treasury Portfolio or 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’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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by Section 3.15(a), the Purchase Contract Agent shall (upon receipt by it of security or indemnity satisfactory to it against the costs, expenses, claims and liabilities which might be incurred by it in connection therewith) request up to two nationally recognized law firms to issue an opinion 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 Section 3.15(a), and, if such an opinion is obtained, shall deliver or cause to be delivered such opinion addressed to the Collateral Agent as soon as reasonably practicable upon its receipt thereof, and if (A) the Purchase Contract Agent shall not have obtained such opinion within fifteen 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in Section 3.15(a), then, provided that the Holders shall have offered to the Purchase Contract Agent security or indemnity satisfactory to the Purchase Contract Agent against the costs, expenses, claims and liabilities which might be incurred by it, the Purchase Contract Agent shall within thirty 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by Section 3.15(a). (c) Upon the occurrence of a Termination Event and the transfer Transfer to the Stock Purchase Contract Agent of the Trust Convertible Preferred Securities Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, the Applicable Ownership Interests in the Treasury Portfolio, the Pledged Cash or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral AgreementSection 3.15(a), the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Convertible Preferred Securities Stock, Applicable Ownership Interests in the Treasury Portfolio, Pledged Cash or Qualifying Pledged Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D F hereto, mailed to such Holder at its address as it appears in the Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units, the Treasury Units or the Treasury MCAPS Cash Settled Units or delivery of a Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, the Applicable Ownership Interests in the Treasury Portfolio, the applicable Treasury Securities or Qualifying Treasury SecuritiesPledged Cash, as the case may be, underlying such Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPSCash Settled 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 shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, in accordance with the terms of the Series A Statement with Respect to Shares. In the event a Holder of Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPS Cash Settled Units fails to effect such transfer or delivery, the Trust shares of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, the Applicable Ownership Interests in the Treasury Portfolio, the applicable Treasury Securities or Qualifying Treasury SecuritiesPledged Cash, as the case may be, underlying such Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPSCash Settled 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 Normal MCAPS Corporate Units, Treasury Units or Treasury MCAPS Cash Settled Units or surrender of the Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate, Treasury Units Certificate or Treasury MCAPS Cash Settled Units Certificate has been destroyed, lost or stolen, together with any satisfactory indemnity that may be required by or security to the Stock Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in by the applicable state law governing abandoned property laws of property. Notwithstanding the relevant State in which foregoing, the Stock Purchase Contract Agent holds such propertymay opt to deliver to the Company any funds or property held for two years, in which event the Company shall have sole responsibility for compliance with all applicable escheat laws with respect to all funds or property returned to it pursuant to this sentence.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Trust Preferred Securities Debt Securities, the appropriate Applicable Ownership Interest in the Treasury Portfolio or the Qualifying Treasury Securities, as the case may be, underlying the Normal MCAPS or Income PRIDES and the Treasury MCAPS, respectively, Growth PRIDES pursuant to the terms of the Collateral Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Debt Securities or Qualifying the appropriate Applicable Ownership 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 Securities Income PRIDES Register or the Growth PRIDES Register. (b) , as the case may be. Upon book-entry transfer of the Normal MCAPS Income PRIDES Certificate or the Treasury MCAPS Growth PRIDES Certificate or delivery of a Normal MCAPS Certificate an Income PRIDES or Treasury MCAPS Certificate Growth PRIDES to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Debt Securities, the Treasury Portfolio or Qualifying Treasury Securities, as the case may be, underlying such Normal MCAPS Income PRIDES or Treasury MCAPSGrowth 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 Normal MCAPS Income PRIDES or Treasury MCAPS Growth PRIDES fails to effect such transfer or delivery, the Trust Preferred Securities Debt Securities, the appropriate Applicable Ownership Interest in the Treasury Portfolio or Qualifying Treasury Securities, as the case may be, underlying such Normal MCAPS Income PRIDES or Treasury MCAPSGrowth PRIDES, as the case may be, and any distributions interest thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the earlier to occur of: (i) the transfer of such Normal MCAPS or Treasury MCAPS or surrender of the Normal MCAPS Income PRIDES Certificate or Treasury MCAPS Growth PRIDES Certificate is surrendered or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of provides satisfactory evidence that such Normal MCAPS Income PRIDES Certificate or Treasury MCAPS Growth PRIDES 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) . In the expiration case of the time period specified in Treasury Portfolio the abandoned property laws of the relevant State in which the Stock 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, where that such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon receipt by the Collateral Agent of written notice pursuant to Section 5.06 hereof from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Pledged Senior Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests; (ii) any Pledged Treasury Securities, (iii) any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof; and (iv) any Proceeds and all principal 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 shall be entitled to receive Senior Notes in an aggregate principal amount of less than $1,000, or greater than $1,000 but not in an integral multiple of $1,000, the Purchase Contract Agent shall request, on behalf of such Holder, pursuant to Section 2.03 of the Supplemental Indenture that the Company issue Senior Notes in denominations of $50, or integral multiples thereof, in exchange for Senior Notes in denominations of $1,000 or integral multiples thereof; provided further, if any Holder shall be entitled to receive less than $1,000 with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio or its Pledged Treasury Securities, the Purchase Contract Agent shall have the right (but not the obligation) to 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) 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 Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds of any 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 Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds of any 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 Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds of any 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 Stock Purchase Contract Agent of the Trust Preferred Securities Pledged Senior Notes, the appropriate Pledged Applicable Ownership Interests or the Qualifying Pledged Treasury Securities, as the case may be, underlying the Normal MCAPS or the Treasury MCAPS, respectively, pursuant to the terms of the Collateral AgreementSection 3.15(a), the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities Pledged Senior Notes, Applicable Ownership Interests or Qualifying 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 Securities Security Register. (bd) Upon book-entry transfer of the Normal MCAPS Corporate Units or the Treasury MCAPS Units or delivery of a Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities Pledged Senior Notes, the Pledged Applicable Ownership Interests or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS Corporate Units or Treasury MCAPSUnits, 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 Pledged Senior Notes, in accordance with the terms of the Second Supplemental Indenture. In the event a Holder of Normal MCAPS Corporate Units or Treasury MCAPS Units fails to effect such transfer or delivery, the Trust Preferred Securities Pledged Senior Notes, the Pledged Applicable Ownership Interests or Qualifying Pledged Treasury Securities, as the case may be, underlying such Normal MCAPS or Treasury MCAPS, 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 Normal MCAPS Corporate Units or Treasury MCAPS Units or surrender of the Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Corporate Units Certificate or Treasury MCAPS Units 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 state in which the Stock 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 Stock Purchase Contract Agent of the Trust Preferred Securities STACKS or the Qualifying Treasury Securities, as the case may be, underlying the Normal MCAPS or Common SPACES and the Treasury MCAPSStripped Common SPACES, respectivelyas the case may be, pursuant to the terms of the Collateral Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such Trust Preferred Securities STACKS or Qualifying 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 Securities Security Register. (b) . Upon book-entry transfer of the Normal MCAPS Common SPACES or the Treasury MCAPS Stripped Common SPACES or delivery of a Normal MCAPS Common SPACES Certificate or Treasury MCAPS Stripped Common SPACES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Trust Preferred Securities STACKS or Qualifying Treasury Securities, as the case may be, underlying such Normal MCAPS Common SPACES or Treasury MCAPSStripped Common SPACES, 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 Normal MCAPS Common SPACES or Treasury MCAPS Stripped Common SPACES fails to effect such transfer or delivery, the Trust Preferred Securities STACKS or Qualifying Treasury Securities, as the case may be, underlying such Normal MCAPS Common SPACES or Treasury MCAPSStripped Common SPACES, 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 Normal MCAPS Common SPACES or Treasury MCAPS Stripped Common SPACES or surrender of the Normal MCAPS Common SPACES Certificate or Treasury MCAPS Stripped Common SPACES Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal MCAPS Common SPACES Certificate or Treasury MCAPS Stripped Common SPACES 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.