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

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Unit Units Certificate or Treasury Unit Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such Transfer transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Unit Units Certificate or Treasury Unit Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Units Certificate or Treasury Unit Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

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

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon receipt by the Collateral Agent of written notice pursuant to Section 5.07 from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall promptly release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Notes underlying Pledged Applicable Ownership Interests in Notes or security entitlements with respect thereto or Applicable Ownership Interests in the Treasury Portfolio; (ii) any Pledged Treasury Securities; (iii) any payments made by Holders (or the Permitted Investments, if any, of such payments) pursuant to Section 5.02(b)(ix) or 5.03; and (iv) any Proceeds and all other payments the Collateral Agent receives in respect of the foregoing, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder or Beneficial Owner shall be entitled to receive Notes in an aggregate principal amount of less than $1,000, or greater than $1,000 but not in an integral multiple of $1,000, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, that the Company issue, and promptly following such request the Company shall issue, Notes in denominations of $50, or integral multiples thereof, in exchange for Notes in denominations of $1,000 or integral multiples thereof; and provided further, if any Holder shall be entitled to receive, with respect to its Applicable Ownership Interests in the Treasury Portfolio or its Pledged Treasury Securities, any securities having a principal amount at maturity of less than $1,000, the Purchase Contract Agent shall dispose of such Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be. (b) Notwithstanding anything to the contrary in Section 3.15(a), if such Termination Event shall result from the Company becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Notes underlying Pledged Applicable Ownership Interests in Notes, Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders (or the Permitted Investments purchased with such payments) pursuant to Section 5.02(b)(ix) or 5.03 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.15, the Company shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company’s being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 3.15, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Company shall be unable to obtain such opinion within 10 days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Notes underlying Pledged Applicable Ownership Interests in Notes, Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments, if any, of such payments) pursuant to Section 5.02(b)(ix) or 5.03 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.15, then the Purchase Contract Agent shall within 15 days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Notes underlying Pledged Applicable Ownership Interests in Notes, Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments, if any, purchased with such payments) pursuant to Section 5.02(b)(ix) or 5.03 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.15. (c) Upon the occurrence of a Termination Event and the Transfer to the Purchase Contract Agent of the Notes underlying Pledged Applicable Ownership Interest Interests in DebenturesNotes, the appropriate Applicable Ownership Interest Interests in the Treasury Portfolio or and/or the Pledged Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units pursuant to the terms of the Pledge Agreementthis Section 3.15, the Purchase Contract Agent shall request transfer instructions with respect to the such Notes, Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or and/or Pledged Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. . (d) Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Unit Units Certificate or Treasury Unit Units Certificate to the Purchase Contract Agent with such transfer instructionsinstructions in connection with a Termination Event, the Purchase Contract Agent shall transfer the Notes underlying Pledged Applicable Ownership Interest Interests in DebenturesNotes, the Applicable Ownership Interest Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructionsinstructions and, in the case of the Notes underlying Pledged Applicable Ownership Interests in Notes, in accordance with the terms of the Indenture. In the event a Holder of Corporate Units or Treasury Units fails to deliver transfer instructions or effect such Transfer transfer or delivery, the Notes underlying Pledged Applicable Ownership Interest Interests in DebenturesNotes, the Applicable Ownership Interest Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such Corporate Units or of Treasury Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Unit Units Certificate or Treasury Unit Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Units Certificate or Treasury Unit Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified by the applicable law governing abandoned property in the state in which the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Applicable Ownership Interest in DebenturesDebt Securities, the Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying relating to the Corporate Units and the Treasury Units Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debenturessuch Debt Securities, the Applicable Ownership Interest in the Treasury Portfolio Interest or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit E hereto, mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Corporate Units or Treasury Units or delivery of a Corporate Unit Certificate or Treasury Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Applicable Ownership Interest in Debenturessuch Debt Securities, the Applicable Ownership Interest in the Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such Transfer transfer or delivery, the Applicable Ownership Interest in Debenturessuch Debt Securities, the Applicable Ownership Interest in the Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Corporate Units or Treasury Units, as the case may be, and any interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier of: (1) such Corporate Units or Treasury Units are transferred or the Corporate Unit Certificate or Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit Certificate or Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (2) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the Purchase Contract Agent may dispose abandoned property laws of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityrelevant State.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon receipt by the Collateral Agent of written notice pursuant to Section 5.07 hereof from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall promptly release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Notes underlying Pledged Applicable Ownership Interests in Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio; (ii) any Pledged Treasury Securities; (iii) any payments made by Holders (or the Permitted Investments of such payments) pursuant to Section 5.03 hereof; and (iv) any Proceeds and all other payments the Collateral Agent receives in respect of the foregoing, to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, if any Holder or Beneficial Owner shall be entitled to receive Notes in an aggregate principal amount of less than $1,000, or greater than $1,000 but not in an integral multiple of $1,000, the Purchase Contract Agent shall request, on behalf of such Holder or Beneficial Owner, pursuant to the Indenture that the Company issue Notes in denominations of $50, or integral multiples thereof, in exchange for Notes in denominations of $1,000 or integral multiples thereof; and provided further, if any Holder shall be entitled to receive, with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio or its Pledged Treasury Securities, any securities having a principal amount at maturity of less than $1,000, the Purchase Contract Agent shall dispose of such Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities for cash and deliver to such Holder cash in lieu of delivering the Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be. (b) Notwithstanding anything to the contrary in clause (a) of this Section 3.15, if such Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.03 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.15, the Purchase Contract Agent shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company’s being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 3.15, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.03 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.15, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.03 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.15. (c) Upon the occurrence of a Termination Event and the Transfer to the Purchase Contract Agent of the Notes underlying Pledged Applicable Ownership Interest Interests in DebenturesNotes, the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units pursuant to the terms of the Pledge AgreementSection 3.15, the Purchase Contract Agent shall request transfer instructions with respect to the such Notes, Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. . (d) Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Unit Units Certificate or Treasury Unit Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Notes underlying Pledged Applicable Ownership Interest Interests in DebenturesNotes, the Pledged Applicable Ownership Interest Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructionsinstructions and, in the case of the Notes underlying Pledged Applicable Ownership Interests in Notes, in accordance with the terms of the Indenture. In the event a Holder of Corporate Units or Treasury Units fails to effect such Transfer transfer or delivery, the Notes underlying Pledged Applicable Ownership Interest Interests in DebenturesNotes, the Pledged Applicable Ownership Interest Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, underlying such Corporate Units or of Treasury Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Unit Units Certificate or Treasury Unit Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Units Certificate or Treasury Unit Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified by the applicable law governing abandoned property in the state in which the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

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

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

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

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

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

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

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

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Preferred Securities, Senior Deferrable Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate PEPS Units and the Treasury Units PEPS Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities, Senior Deferrable Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate PEPS Units or the Treasury PEPS Units or delivery of a Corporate Unit PEPS Units Certificate or Treasury Unit PEPS Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred Securities, Senior Deferrable Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate PEPS Units or Treasury PEPS Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate PEPS Units or Treasury PEPS Units fails to effect such Transfer transfer or delivery, the Preferred Securities, Senior Deferrable Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate PEPS Units or Treasury PEPS Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate PEPS Units or Treasury PEPS Units are transferred or surrender of the Corporate Unit PEPS Units Certificate or Treasury Unit PEPS Units Certificate is surrendered or receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit PEPS Units Certificate or Treasury Unit PEPS Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the Purchase Contract Agent may dispose abandoned property laws of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityrelevant State.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or Treasury Units or delivery of a Corporate Unit Units Certificate or Treasury Unit Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such Transfer transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Unit Units Certificate or Treasury Unit Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Units Certificate or Treasury Unit Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Applicable Ownership Interest in Debentures[Preferred Securities,] Notes[, the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio,] or the Treasury Securities, as the case may be, underlying the Corporate SPC Units and the Treasury Units SPC Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debenturessuch [Preferred Securities,] Notes[, the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security SPC Units Register or the Treasury SPC Units Register, as the case may be. Upon book-entry transfer of the Corporate SPC Units or the Treasury SPC Units or delivery of a Corporate Unit SPC Units Certificate or Treasury Unit SPC Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Applicable Ownership Interest in Debentures[Preferred Securities,] Notes[, the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, underlying such Corporate SPC Units or Treasury SPC Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate SPC Units or Treasury SPC Units fails to effect such Transfer transfer or delivery, the Applicable Ownership Interest in Debentures[Preferred Securities,] Notes[, the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, underlying such Corporate SPC Units or Treasury SPC Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (1) the transfer of such Corporate SPC Units or Treasury SPC Units are transferred or the Corporate Unit surrender of the SPC Units Certificate or Treasury Unit SPC Units Certificate is surrendered or such Holder provides receipt by the Company and the Purchase Contract Agent of satisfactory evidence that such Corporate Unit SPC Units Certificate or Treasury Unit SPC Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (2) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the Purchase Contract Agent may dispose abandoned property laws of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security[relevant State].

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Stock Purchase Contract Agent of the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Trust Preferred Securities or the Treasury Securities, as the case may be, underlying the Corporate Normal Common Equity Units and the Treasury Units Stripped Common Equity Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio such Trust Preferred Securities or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Normal Common Equity Units or Treasury the Stripped Common Equity Units or delivery of a Corporate Normal Common Equity Unit Certificate or Treasury Stripped Common Equity Unit Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Trust Preferred Securities or Treasury Securities, as the case may be, underlying such Corporate Normal Common Equity Units or Treasury Stripped Common Equity Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Normal Common Equity Units or Treasury Stripped Common Equity Units fails to effect such Transfer transfer or delivery, the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Trust Preferred Securities or Treasury Securities, as the case may be, underlying such Corporate Normal Common Equity Units or Treasury Stripped Common Equity Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Normal Common Equity Units or Treasury Stripped Common Equity Units are transferred or surrender of the Corporate Normal Common Equity Unit Certificate or Treasury Stripped Common Equity Unit Certificate is surrendered or the receipt by the Company and the Stock Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Normal Common Equity Unit Certificate or Treasury Stripped Common Equity Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Stock Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the abandoned property laws of the relevant State in which the Stock Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Preferred Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Stock Purchase Units and the Treasury Units Stock Purchase Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Stock Purchase Units or the Treasury Stock Purchase Units or delivery of a Corporate Unit Stock Purchase Units Certificate or Treasury Unit Stock Purchase Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Stock Purchase Units or Treasury Stock Purchase Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Stock Purchase Units or Treasury Stock Purchase Units fails to effect such Transfer transfer or delivery, the Preferred Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Stock Purchase Units or Treasury Stock Purchase Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Stock Purchase Units or Treasury Stock Purchase Units are transferred or surrender of the Corporate Unit Stock Purchase Units Certificate or Treasury Unit Stock Purchase Units Certificate is surrendered or receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Stock Purchase Units Certificate or Treasury Unit Stock Purchase Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the Purchase Contract Agent may dispose abandoned property laws of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityrelevant State.

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Notes or the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Unit Units Certificate or Treasury Unit Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such Transfer transfer or delivery, the Notes or the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or Units, the surrender of the Corporate Unit Units Certificate or Treasury Unit Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Units Certificate or Treasury Unit Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the abandoned property laws of the state in which the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Senior Notes or the Treasury Securities, as the case may be, underlying the Corporate Units PIES and the Treasury Units PIES, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio such Senior Notes or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Corporate PIES Register or the Treasury PIES Register, as the case may be. Upon book-entry transfer of the Corporate Units PIES or Treasury Units PIES or delivery of a Corporate Unit PIES Certificate or Treasury Unit PIES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Senior Notes or Treasury Securities, as the case may be, underlying such Corporate Units PIES or Treasury UnitsPIES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units PIES or Treasury Units PIES fails to effect such Transfer transfer or delivery, the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Senior Notes or Treasury Securities, as the case may be, underlying such Corporate Units PIES or Treasury UnitsPIES, as the case may be, and any interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier of: (1) such Corporate Units PIES or Treasury Units PIES are transferred or the Corporate Unit PIES Certificate or Treasury Unit PIES Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit PIES Certificate or Treasury Unit PIES Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (2) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the Purchase Contract Agent may dispose abandoned property laws of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityrelevant State.

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Senior Deferrable Notes or the Treasury Securities, as the case may be, underlying the Corporate PEPS Units and the Treasury Units PEPS Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio such Senior Deferrable Notes or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security PEPS Units Register or the Treasury PEPS Units Register, as the case may be. Upon book-entry transfer of the Corporate PEPS Units or the Treasury PEPS Units or delivery of a Corporate Unit PEPS Units Certificate or Treasury Unit PEPS Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Senior Deferrable Notes or Treasury Securities, as the case may be, underlying such Corporate PEPS Units or Treasury PEPS Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate PEPS Units or Treasury PEPS Units fails to effect such Transfer transfer or delivery, the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Senior Deferrable Notes or Treasury Securities, as the case may be, underlying such Corporate PEPS Units or Treasury PEPS Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier of: (1) such Corporate PEPS Units or Treasury PEPS Units are transferred or the Corporate Unit PEPS Units Certificate or Treasury Unit PEPS Units Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit PEPS Units Certificate or Treasury Unit PEPS Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (2) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the Purchase Contract Agent may dispose abandoned property laws of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityrelevant State.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units Income PACS and the Treasury Units Growth PACS, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units Income PACS or Treasury Units the Growth PACS or delivery of a Corporate Unit an Income PACS Certificate or Treasury Unit Growth PACS Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PACS or Treasury UnitsGrowth PACS, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units Income PACS or Treasury Units Growth PACS fails to effect such Transfer transfer or delivery, the Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PACS or Treasury UnitsGrowth PACS, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units Income PACS or Treasury Units are transferred Growth PACS or surrender of the Corporate Unit Income PACS Certificate or Treasury Unit Growth PACS Certificate is surrendered or receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Income PACS Certificate or Treasury Unit Growth PACS Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Applicable Ownership Interest in DebenturesSenior Notes, the Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying relating to the Corporate Units PIES and the Treasury Units PIES, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debenturessuch Senior Notes, the Applicable Ownership Interest in the Treasury Portfolio Interest or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit E hereto, mailed to such Holder at its address as it appears in the Security Corporate PIES Register or the Treasury PIES Register, as the case may be. Upon book-entry transfer of the Corporate Units PIES or Treasury Units PIES or delivery of a Corporate Unit PIES Certificate or Treasury Unit PIES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Applicable Ownership Interest in Debenturessuch Senior Notes, the Applicable Ownership Interest in the Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Corporate Units PIES or Treasury UnitsPIES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units PIES or Treasury Units PIES fails to effect such Transfer transfer or delivery, the Applicable Ownership Interest in Debenturessuch Senior Notes, the Applicable Ownership Interest in the Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Corporate Units PIES or Treasury UnitsPIES, as the case may be, and any interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier of: (1) such Corporate Units PIES or Treasury Units PIES are transferred or the Corporate Unit PIES Certificate or Treasury Unit PIES Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit PIES Certificate or Treasury Unit PIES Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (2) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the Purchase Contract Agent may dispose abandoned property laws of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityrelevant State.

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent by the Collateral Agent of the Applicable Ownership Interest in DebenturesNotes, the Treasury Consideration or the Applicable Ownership Interest Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Equity Security Units and or the Treasury Units Stripped Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to the such Notes, such Treasury Consideration, such Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or such Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Equity Security Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Equity Security Units or Treasury Stripped Units or delivery of a Corporate Unit an Equity Security Units Certificate or Treasury Unit Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Applicable Ownership Interest in DebenturesNotes, the Treasury Consideration, the Applicable Ownership Interest Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying such Corporate Equity Security Units or Treasury Stripped Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder would be entitled to receive less than $1,000 principal amount at maturity of Corporate any U.S. Treasury security, the Agent shall dispose of such U.S. Treasury security for cash and deliver such cash to the Holder. In the event a Holder of Equity Security Units or Treasury Stripped Units fails to effect such Transfer transfer or delivery, the Applicable Ownership Interest in DebenturesNotes, the Treasury Consideration, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Equity Security Units or Treasury Stripped Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until until: (i) such Corporate Equity Security Units or Treasury Stripped Units are transferred or the Corporate Unit Equity Security Units Certificate or Treasury Unit Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit Equity Security Units Certificate or Treasury Unit Stripped Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the Purchase Contract Agent may dispose abandoned property laws of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityrelevant State.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Senior Notes or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio such Senior Notes or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Corporate Units or Treasury Units or delivery of a Corporate Unit Certificate or Treasury Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Senior Notes or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such Transfer transfer or delivery, the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Senior Notes or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier of: (1) such Corporate Units or Treasury Units are transferred or the Corporate Unit Certificate or Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit Units Certificate or Treasury Unit Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (2) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the Purchase Contract Agent may dispose abandoned property laws of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityrelevant State.

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

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

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

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Notes or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio such Notes or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit 4 hereto, mailed to such Holder at its address as it appears in the Security Register. . (b) Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Unit Units Certificate or Treasury Unit Units Certificate to the Purchase Contract Agent with such transfer instructionsinstructions from such Holder, the Purchase Contract Agent shall transfer the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such Transfer transfer or delivery, the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or Units, the surrender of the Corporate Unit Units Certificate or Treasury Unit Units Certificate is surrendered or the receipt by the Issuers and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Units Certificate or Treasury Unit Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In Issuers; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the abandoned property laws of the state in which the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

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

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

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event and the Transfer transfer to the Stock Purchase Contract Agent of the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Trust Preferred Securities or the Qualifying Treasury Securities, as the case may be, underlying the Corporate Units and Normal MCAPS or the Treasury Units MCAPS, respectively, pursuant to the terms of the Pledge Collateral Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio such Trust Preferred Securities or Qualifying Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Securities Register. . (b) Upon book-entry transfer of the Corporate Units Normal MCAPS or the Treasury Units MCAPS or delivery of a Corporate Unit Normal MCAPS Certificate or Treasury Unit MCAPS Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Trust Preferred Securities or Qualifying Treasury Securities, as the case may be, underlying such Corporate Units Normal MCAPS or Treasury UnitsMCAPS, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units Normal MCAPS or Treasury Units MCAPS fails to effect such Transfer transfer or delivery, the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Trust Preferred Securities or Qualifying Treasury Securities, as the case may be, underlying such Corporate Units Normal MCAPS or Treasury UnitsMCAPS, as the case may be, and any interest distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units Normal MCAPS or Treasury Units are transferred MCAPS or surrender of the Corporate Unit Normal MCAPS Certificate or Treasury Unit MCAPS Certificate is surrendered or the receipt by the Company and the Stock Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Normal MCAPS Certificate or Treasury Unit MCAPS Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Stock Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the abandoned property laws of the relevant State in which the Stock Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

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

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

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Applicable Ownership Interest in DebenturesNotes, the Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Units Stripped Units, respectively, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debenturessuch Notes, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Normal Units or Treasury Stripped Units or delivery of a Corporate Unit Normal Units Certificate or Treasury Unit Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer Transfer the Applicable Ownership Interest in DebenturesNotes, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped Units, as the case may berespectively, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Normal Units or Treasury Stripped Units fails to effect such Transfer transfer or delivery, the Applicable Ownership Interest in DebenturesNotes, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped Units, as the case may berespectively, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier of (1) such Corporate Normal Units or Treasury Stripped Units are transferred or the Corporate Unit Normal Units Certificate or Treasury Unit Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit Normal Units Certificate or Treasury Unit Stripped Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In Company and (2) the case expiration of the Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent may dispose of the subject securities for cash and pay the time specified in applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityabandoned property laws.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Applicable Ownership Interest in DebenturesSenior Notes, the Applicable Ownership Interest in the Treasury Portfolio Interest or the Treasury Securities, as the case may be, underlying relating to the Corporate Units PIES and the Treasury Units PIES, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debenturessuch Senior Notes, the Applicable Ownership Interest in the Treasury Portfolio Interest or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit E hereto, mailed to such Holder at its address as it appears in the Security Corporate PIES Register or the Treasury PIES Register, as the case may be. Upon book-entry transfer of the Corporate Units PIES or Treasury Units PIES or delivery of a Corporate Unit PIES Certificate or Treasury Unit PIES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Applicable Ownership Interest in Debenturessuch Senior Notes, the Applicable Ownership Interest in the Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Corporate Units PIES or Treasury UnitsPIES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units PIES or Treasury Units PIES fails to effect such Transfer transfer or delivery, the Applicable Ownership Interest in Debenturessuch Senior Notes, the Applicable Ownership Interest in the Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Corporate Units PIES or Treasury UnitsPIES, as the case may be, and any interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier of: (1) such Corporate Units PIES or Treasury Units PIES are transferred or the Corporate Unit PIES Certificate or Treasury Unit PIES Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit PIES Certificate or Treasury Unit PIES Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (2) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the Purchase Contract Agent may dispose abandoned property laws of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityrelevant State.

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Applicable Ownership Interest in Debenturesapplicable Debentures (or, if such Termination Event occurs after a Remarketing Settlement Date and prior to the Applicable Ownership Interest applicable Stock Purchase Date, an interest in the Treasury Portfolio Portfolio) or the applicable Qualifying Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such applicable Debentures (or, if such Termination Event occurs after a Remarketing Settlement Date and prior to the Applicable Ownership Interest in Debenturesapplicable Stock Purchase Date, the Applicable Ownership Interest an interest in the Treasury Portfolio Portfolio) or applicable Qualifying Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Unit Certificate or Treasury Unit Certificate Certificate, as the case may be, to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Applicable Ownership Interest in Debenturesapplicable Debentures (or, if such Termination Event occurs after a Remarketing Settlement Date and prior to the Applicable Ownership Interest applicable Stock Purchase Date, an interest in the Treasury Portfolio Portfolio) or applicable Qualifying Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such Transfer transfer or delivery, the Applicable Ownership Interest in Debenturesapplicable Debentures (or, if such Termination Event occurs after a Remarketing Settlement Date and prior to the Applicable Ownership Interest applicable Stock Purchase Date, an interest in the Treasury Portfolio Portfolio) or applicable Qualifying Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Unit Certificate or Treasury Unit Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Certificate or Treasury Unit Certificate has been mutilated, destroyed, mutilated, lost or stolen, together with any indemnity that may be reasonably required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Applicable Ownership Interest in DebenturesNotes[, the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio,] or the Treasury Securities, as the case may be, underlying the Corporate SPC Units and the Treasury Units SPC Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debenturessuch Notes[, the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security SPC Units Register or the Treasury SPC Units Register, as the case may be. Upon book-entry transfer of the Corporate SPC Units or the Treasury SPC Units or delivery of a Corporate Unit SPC Units Certificate or Treasury Unit SPC Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Applicable Ownership Interest in DebenturesNotes[, the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, underlying such Corporate SPC Units or Treasury SPC Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate SPC Units or Treasury SPC Units fails to effect such Transfer transfer or delivery, the Applicable Ownership Interest in DebenturesNotes[, the appropriate Applicable Ownership Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, underlying such Corporate SPC Units or Treasury SPC Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (1) the transfer of such Corporate SPC Units or Treasury SPC Units are transferred or the Corporate Unit surrender of the SPC Units Certificate or Treasury Unit SPC Units Certificate is surrendered or such Holder provides receipt by the Company and the Purchase Contract Agent of satisfactory evidence that such Corporate Unit SPC Units Certificate or Treasury Unit SPC Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (2) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the Purchase Contract Agent may dispose abandoned property laws of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security[relevant State].

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

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

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Preferred Securities, the Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to the such Preferred Securities, Notes, appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Unit Units Certificate or Treasury Unit Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred Securities, the Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such Transfer transfer or delivery, the Preferred Securities, Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Unit Units Certificate or Treasury Unit Units Certificate is surrendered or receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Units Certificate or Treasury Unit Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying represented by the Corporate Units and or the Treasury Units Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Unit Units Certificate or Treasury Unit Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying represented by such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such Transfer transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying represented by such Corporate Units or Treasury Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Unit Units Certificate or Treasury Unit Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Units Certificate or Treasury Unit Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Unit Units Certificate or Treasury Unit Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such Transfer transfer or delivery, the Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Unit Units Certificate or Treasury Unit Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Units Certificate or Treasury Unit Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Preferred Securities, Senior Deferrable Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate PEPS Units and the Treasury Units PEPS Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities, Senior Deferrable Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security PEPS Units Register or the Treasury PEPS Units Register, as the case may be. Upon book-entry transfer of the Corporate PEPS Units or the Treasury PEPS Units or delivery of a Corporate Unit PEPS Units Certificate or Treasury Unit PEPS Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred Securities, Senior Deferrable Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate PEPS Units or Treasury PEPS Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate PEPS Units or Treasury PEPS Units fails to effect such Transfer transfer or delivery, the Preferred Securities, Senior Deferrable Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate PEPS Units or Treasury PEPS Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier of: (i) such Corporate PEPS Units or Treasury PEPS Units are transferred or the Corporate Unit PEPS Units Certificate or Treasury Unit PEPS Units Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit PEPS Units Certificate or Treasury Unit PEPS Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the Purchase Contract Agent may dispose abandoned property laws of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityrelevant State.

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

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

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

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

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

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

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Notes or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio such Notes or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. . (b) Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Unit Units Certificate or Treasury Unit Units Certificate to the Purchase Contract Agent with such transfer instructionsinstructions from such Holder, the Purchase Contract Agent shall transfer the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such Transfer transfer or delivery, the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or Units, the surrender of the Corporate Unit Units Certificate or Treasury Unit Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Units Certificate or Treasury Unit Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the abandoned property laws of the state in which the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Preferred Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Stock Purchase Units and the Treasury Units Stock Purchase Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. . (b) Upon book-entry transfer of the Corporate Stock Purchase Units or the Treasury Stock Purchase Units or delivery of a Corporate Unit Stock Purchase Units Certificate or Treasury Unit Stock Purchase Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Stock Purchase Units or Treasury Stock Purchase Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Stock Purchase Units or Treasury Stock Purchase Units fails to effect such Transfer transfer or delivery, the Preferred Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Stock Purchase Units or Treasury Stock Purchase Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Stock Purchase Units or Treasury Stock Purchase Units are transferred or surrender of the Corporate Unit Stock Purchase Units Certificate or Treasury Unit Stock Purchase Units Certificate is surrendered or receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Stock Purchase Units Certificate or Treasury Unit Stock Purchase Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the Purchase Contract Agent may dispose abandoned property laws of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityrelevant State.

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

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

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

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

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

Transfer of Collateral upon Occurrence of Termination Event. (a) Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Senior Notes underlying the Pledged Applicable Ownership Interest Interests in DebenturesSenior Notes, the Pledged Applicable Ownership Interest Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes underlying the Pledged Applicable Ownership Interest Interests in DebenturesSenior Notes, the Pledged Applicable Ownership Interest Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. . (b) Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Unit Units Certificate or Treasury Unit Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes underlying the Pledged Applicable Ownership Interest Interests in DebenturesSenior Notes, the Pledged Applicable Ownership Interest Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructionsinstructions and the terms of the Indenture. In the event a Holder of Corporate Units or Treasury Units fails to effect such Transfer transfer or delivery, the Senior Notes underlying the Pledged Applicable Ownership Interest Interests in DebenturesSenior Notes, the Pledged Applicable Ownership Interest Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Unit Units Certificate or Treasury Unit Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Units Certificate or Treasury Unit Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Stock Purchase Contract Agent of the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio STACKS or the Treasury Securities, as the case may be, underlying the Corporate Units Normal Common SPACES and the Treasury Units Stripped Common SPACES, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio such STACKS or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units Normal Common SPACES or Treasury Units the Stripped Common SPACES or delivery of a Corporate Unit Normal Common SPACES Certificate or Treasury Unit Stripped Common SPACES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio STACKS or Treasury Securities, as the case may be, underlying such Corporate Units Normal Common SPACES or Treasury UnitsStripped 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 Corporate Units Normal Common SPACES or Treasury Units Stripped Common SPACES fails to effect such Transfer transfer or delivery, the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio STACKS or Treasury Securities, as the case may be, underlying such Corporate Units Normal Common SPACES or Treasury UnitsStripped Common SPACES, as the case may be, and any interest distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units Normal Common SPACES or Treasury Units are transferred Stripped Common SPACES or surrender of the Normal Common SPACES Certificate or Stripped Common SPACES Certificate or the Corporate Unit Certificate or Treasury Unit Certificate is surrendered or receipt by the Company and the Stock Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Normal Common SPACES Certificate or Treasury Unit Stripped Common SPACES Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Stock Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the abandoned property laws of the relevant State in which the Stock Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

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

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Convertible Preferred Shares and the Treasury Securities, as the case may be, underlying the Corporate Hybrid Capital Units and the Treasury Units Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio such Convertible Preferred Shares or Treasury Securities, as the case may beapplicable, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Hybrid Capital Units or the Treasury Units or delivery of a Corporate Unit Hybrid Capital Units Certificate or Treasury Unit Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Convertible Preferred Shares or Treasury Securities, as the case may be, underlying such Corporate Hybrid Capital Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Hybrid Capital Units or Treasury Units fails to effect such Transfer transfer or delivery, the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Convertible Preferred Shares or Treasury Securities, as the case may be, underlying such Corporate Hybrid Capital Units or Treasury Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Hybrid Capital Units or Treasury Units, the surrender of the Hybrid Capital Units are transferred or the Corporate Unit Certificate or Treasury Unit Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Hybrid Capital Units Certificate or Treasury Unit Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the abandoned property laws of the state in which the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Debt Securities, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Debt Securities, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Unit Units Certificate or Treasury Unit Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Debt Securities, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such Transfer transfer or delivery, the Debt Securities, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Unit Units Certificate or Treasury Unit Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Units Certificate or Treasury Unit Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Preferred Securities, Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units Income PRIDES and the Treasury Units Growth PRIDES, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities, Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units Income PRIDES or Treasury Units the Growth PRIDES or delivery of a Corporate Unit an Income PRIDES Certificate or Treasury Unit Growth PRIDES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred Securities, Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PRIDES or Treasury UnitsGrowth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units Income PRIDES or Treasury Units Growth PRIDES fails to effect such Transfer transfer or delivery, the Preferred Securities, Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units Income PRIDES or Treasury UnitsGrowth PRIDES, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units Income PRIDES or Treasury Units are transferred Growth PRIDES or surrender of the Corporate Unit Income PRIDES Certificate or Treasury Unit Growth PRIDES Certificate is surrendered or receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Income PRIDES Certificate or Treasury Unit Growth PRIDES Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

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

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

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

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Subordinated Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Subordinated Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Unit Units Certificate or Treasury Unit Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Subordinated Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such Transfer transfer or delivery, the Subordinated Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Unit Units Certificate or Treasury Unit Units Certificate is surrendered or the receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Units Certificate or Treasury Unit Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Senior Notes or the Treasury Securities, as the case may be, underlying the Corporate Stock Purchase Units and the Treasury Units Stock Purchase Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio such Senior Notes or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Corporate Stock Purchase Unit Register or the Treasury Stock Purchase Unit Register, as the case may be. Upon book-entry transfer of the Corporate Stock Purchase Units or Treasury Stock Purchase Units or delivery of a Corporate Stock Purchase Unit Certificate or Treasury Stock Purchase Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Senior Notes or Treasury Securities, as the case may be, underlying such Corporate Stock Purchase Units or Treasury Stock Purchase Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Stock Purchase Units or Treasury Stock Purchase Units fails to effect such Transfer transfer or delivery, the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Senior Notes or Treasury Securities, as the case may be, underlying such Corporate Stock Purchase Units or Treasury Stock Purchase Units, as the case may be, and any interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier of: (1) such Corporate Stock Purchase Units or Treasury Stock Purchase Units are transferred or the Corporate Stock Purchase Unit Certificate or Treasury Stock Purchase Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Stock Purchase Unit Certificate or Treasury Stock Purchase Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (2) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the Purchase Contract Agent may dispose abandoned property laws of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityrelevant State.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer to the Purchase Contract Agent of the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Security Register. Upon book-entry book‑entry transfer of the Corporate Units or Treasury Units or delivery of a Corporate Unit Certificate or Treasury Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry book‑entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such Transfer or delivery, the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury DB1/ 116094647.1 Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units or Treasury Units are transferred or the Corporate Unit Certificate or Treasury Unit Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit Certificate or Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Shares or the Treasury Securities, as the case may be, underlying the Corporate Units PIES and the Treasury Units PIES pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio such Shares or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Corporate PIES Register or the Treasury PIES Register, as the case may be. Upon book-entry transfer of the Corporate Units PIES or Treasury Units PIES or delivery of a Corporate Unit PIES Certificate or Treasury Unit PIES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Shares or Treasury Securities, as the case may be, underlying such Corporate Units PIES or Treasury UnitsPIES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units PIES or Treasury Units PIES fails to effect such Transfer transfer or delivery, the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Shares or Treasury Securities, as the case may be, underlying such Corporate Units PIES or Treasury UnitsPIES, as the case may be, and any dividends or interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier of (a) transfer of such Corporate Units PIES or Treasury Units are transferred PIES or surrender of the Corporate Unit PIES Certificate or Treasury Unit PIES Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit PIES Certificate or Treasury Unit PIES Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In Company and (b) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the Purchase Contract Agent may dispose abandoned property laws of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityrelevant State.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Notes or the Treasury Securities, as the case may be, underlying the Corporate SPC Units and the Treasury Units SPC Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio such Notes or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security SPC Units Register or the Treasury SPC Units Register, as the case may be. Upon book-entry transfer of the Corporate SPC Units or the Treasury SPC Units or delivery of a Corporate Unit SPC Units Certificate or Treasury Unit SPC Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate SPC Units or Treasury SPC Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate SPC Units or Treasury SPC Units fails to effect such Transfer transfer or delivery, the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate SPC Units or Treasury SPC Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier of: (1) such Corporate SPC Units or Treasury SPC Units are transferred or the Corporate Unit SPC Units Certificate or Treasury Unit SPC Units Certificate is surrendered or such Holder provides satisfactory evidence that such Corporate Unit SPC Units Certificate or Treasury Unit SPC Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (2) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the Purchase Contract Agent may dispose abandoned property laws of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security[relevant State].

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer to the Purchase Contract Agent of the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or Treasury Units or delivery of a Corporate Unit Certificate or Treasury Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such Transfer or delivery, the Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units or Treasury Units are transferred or the Corporate Unit Certificate or Treasury Unit Certificate is surrendered or such Holder provides DB1/ 148045032.3 satisfactory evidence that such Corporate Unit Certificate or Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In the case of the Treasury Portfolio or any Treasury Securities, the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in Interests of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units MEDS and the Treasury Units MEDS, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in Interests of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units MEDS or the Treasury Units MEDS or delivery of a Corporate Unit MEDS Certificate or Treasury Unit MEDS Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in Interests of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units MEDS or Treasury UnitsMEDS, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units MEDS or Treasury Units MEDS fails to effect such Transfer transfer or delivery, the Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in Interests of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units MEDS or Treasury UnitsMEDS, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units MEDS or Treasury Units are transferred MEDS or surrender of the Corporate Unit MEDS Certificate or Treasury Unit MEDS Certificate is surrendered or receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit MEDS Certificate or Treasury Unit MEDS Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the abandoned property laws of the relevant State in which the Purchase Contract Agent may dispose of the subject securities for cash and pay the applicable portion of holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Agent of the [Subordinated] Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Stock Purchase Units and the Treasury Units Stock Purchase Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such [Subordinated] Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Stock Purchase Units or the Treasury Stock Purchase Units or delivery of a Corporate Unit Stock Purchase Units Certificate or Treasury Unit Stock Purchase Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the [Subordinated] Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Stock Purchase Units or Treasury Stock Purchase Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Stock Purchase Units or Treasury Stock Purchase Units fails to effect such Transfer transfer or delivery, the [Subordinated] Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest in of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Stock Purchase Units or Treasury Stock Purchase Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Stock Purchase Units or Treasury Stock Purchase Units are transferred or surrender of the Corporate Unit Stock Purchase Units Certificate or Treasury Unit Stock Purchase Units Certificate is surrendered or receipt by the Company and the Purchase Contract Agent from such Holder provides of satisfactory evidence that such Corporate Unit Stock Purchase Units Certificate or Treasury Unit Stock Purchase Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the Purchase Contract Agent may dispose abandoned property laws of the subject securities for cash and pay the applicable portion of such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityrelevant State.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the Transfer transfer to the Purchase Contract Warrant Agent of the Senior Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying represented by the Corporate Units and or the Treasury Units Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Warrant Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Unit Units Certificate or Treasury Unit Units Certificate to the Purchase Contract Warrant Agent with such transfer instructions, the Purchase Contract Warrant Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying represented by such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such Transfer transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interest in Debentures, the Applicable Ownership Interest Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying represented by such Corporate Units or Treasury Units, as the case may be, and any interest distributions thereon, shall be held in the name of the Purchase Contract Warrant Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the transfer of such Corporate Units or Treasury Units are transferred or surrender of the Corporate Unit Units Certificate or Treasury Unit Units Certificate is surrendered or the receipt by the Company and the Warrant Agent from such Holder provides of satisfactory evidence that such Corporate Unit Units Certificate or Treasury Unit Units Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Warrant Agent and the Company. In ; and (ii) the case expiration of the Treasury Portfolio or any Treasury Securities, time period specified in the Purchase Contract Agent may dispose abandoned property laws of the subject securities for cash and pay relevant State in which the applicable portion of Warrant Agent holds such cash to the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such securityproperty.

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

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