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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer Transfer to the Purchase Contract Agent of the Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notesthe Applicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Unit Certificate or Treasury Units Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such transfer Transfer or delivery, the Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units or Treasury Units are transferred or the earlier 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 occur of:the Holders in lieu of such Holders’ Applicable Ownership Interest in such Treasury Portfolio, or any Treasury Securities, where such Holder would otherwise have been entitled to receive less than $1,000 of any such security.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior NotesDebt Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying relating to the Corporate Units and the Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior NotesDebt Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interest or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D E hereto, mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Unit Certificate or Treasury Units Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notessuch Debt Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notessuch Debt Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Interest or Treasury Securities, as the case may be, underlying relating to such Corporate Units or Treasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

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

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, Debentures underlying the Corporate Units and the Treasury Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Debentures or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D heretoEXHIBIT D, mailed to such Holder at its address as it appears in the Security Corporate Unit Register or the Treasury Unit Register, as the case may be. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Unit Certificate or Treasury Units Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, Debentures underlying such Corporate Units or the Treasury Securities underlying such Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event If a Holder of Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, Debentures underlying such Corporate Units or the Treasury Securities underlying such Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:of (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, lost or stolen, together with any indemnity that may be required by the Agent and the Company and (b) the expiration of the time period specified in the abandoned property laws of the relevant State.

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent by the Collateral Agent of the Senior Notes, the appropriate Treasury Consideration or the Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Equity Security Units and or the Treasury Stripped Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate such Treasury Consideration, such Applicable Ownership Interests in the Treasury Portfolio or such Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Equity Security Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Equity Security Units or the Treasury Stripped Units or delivery of a Corporate an Equity Security Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Treasury Consideration, the Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying such Corporate Equity Security Units or Treasury Stripped Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder would be entitled to receive less than $1,000 principal amount at maturity of Corporate any U.S. Treasury security, the Agent shall dispose of such U.S. Treasury security for cash and deliver such cash to the Holder. In the event a Holder of Equity Security Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Treasury Consideration, the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Equity Security Units or Treasury Stripped Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur ofuntil:

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or the Treasury Securities, as the case may be, underlying the Corporate Units PIES and the Treasury UnitsPIES, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Corporate PIES Register or the Treasury PIES Register, as the case may be. Upon book-entry transfer of the Corporate Units PIES or the Treasury Units PIES or delivery of a Corporate Units PIES Certificate or Treasury Units PIES Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Units PIES or Treasury UnitsPIES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units PIES or Treasury Units PIES fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Units PIES or Treasury UnitsPIES, as the case may be, and any distributions interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Corporate Units Register or the Treasury Units Register, as the case may be. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Unit Certificate or Treasury Units Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Notes[, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio,] or the Treasury Securities, as the case may be, underlying the Corporate SPC Units and the Treasury SPC Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes[, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security SPC Units Register or the Treasury SPC Units Register, as the case may be. Upon book-entry transfer of the Corporate SPC Units or the Treasury SPC Units or delivery of a Corporate SPC Units Certificate or Treasury SPC Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes[, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, underlying such Corporate SPC Units or Treasury SPC Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate SPC Units or Treasury SPC Units fails to effect such transfer or delivery, the Senior Notes[, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, underlying such Corporate SPC Units or Treasury SPC Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Convertible Preferred Shares and the Treasury Securities, as the case may be, underlying the Corporate Hybrid Capital Units and the Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Convertible Preferred Shares or Treasury Securities, as the case may beapplicable, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Hybrid Capital Units or the Treasury Units or delivery of a Corporate Hybrid Capital Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio 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 or delivery, the Senior Notes, the appropriate Applicable Ownership Interests 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 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:

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

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

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Subordinated Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Subordinated Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Subordinated Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Subordinated Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

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

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

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

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

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior NotesCapital Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or the Treasury Securities, as the case may be, underlying the Corporate Normal Units and the Treasury Units, as the case may be, Stripped Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, Capital Securities or the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Normal Units Register or the Stripped Units Register, as the case may be. Upon book-entry transfer of the Corporate Normal Units or the Treasury Stripped Units or delivery of a Corporate Normal Units Certificate or Treasury Stripped Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesCapital Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Normal Units or Treasury Stripped Units fails to effect such transfer or delivery, the Senior NotesCapital Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio Consideration or Treasury Securities, as the case may be, underlying such Corporate Normal Units or Treasury Stripped Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Normal Units or Stripped Units are transferred or the earlier to occur of:Normal Units Certificate or Stripped Units Certificate is surrendered or such Holder provides satisfactory evidence that such Normal Units Certificate or Stripped Units Certificate has 29 35 been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or the Treasury Securities, as the case may be, underlying the Corporate SPC Units and the Treasury SPC Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security SPC Units Register or the Treasury SPC Units Register, as the case may be. Upon book-entry transfer of the Corporate SPC Units or the Treasury SPC Units or delivery of a Corporate SPC Units Certificate or Treasury SPC Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests 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 or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate SPC Units or Treasury SPC Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying represented by the Corporate Units and or the Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D E hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying represented by such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying represented by such Corporate Units or Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or the Treasury Securities, as the case may be, underlying the Corporate Stock Purchase Units and the Treasury Stock Purchase Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Corporate Stock Purchase Unit Register or the Treasury Stock Purchase Unit Register, as the case may be. Upon book-entry transfer of the Corporate Stock Purchase Units or the Treasury Stock Purchase Units or delivery of a Corporate Units Stock Purchase Unit Certificate or Treasury Units Stock Purchase Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Stock Purchase Units or Treasury Stock Purchase Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Stock Purchase Units or Treasury Stock Purchase Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio Notes or Treasury Securities, as the case may be, underlying such Corporate Stock Purchase Units or Treasury Stock Purchase Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior NotesDebt Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior NotesDebt Securities, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesDebt Securities, the appropriate Applicable Ownership 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 or delivery, the Senior NotesDebt Securities, the appropriate Applicable Ownership 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 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:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units MEDS and the Treasury UnitsMEDS, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units MEDS or the Treasury Units MEDS or delivery of a Corporate Units MEDS Certificate or Treasury Units MEDS Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units MEDS or Treasury UnitsMEDS, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units MEDS or Treasury Units MEDS fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units MEDS or Treasury UnitsMEDS, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Preferred Securities, Senior Deferrable Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate PEPS Units and the Treasury PEPS Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Preferred Securities, Senior Deferrable Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security PEPS Units Register or the Treasury PEPS Units Register, as the case may be. Upon book-entry transfer of the Corporate PEPS Units or the Treasury PEPS Units or delivery of a Corporate PEPS Units Certificate or Treasury PEPS Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Preferred Securities, Senior Deferrable Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate PEPS Units or Treasury PEPS Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate PEPS Units or Treasury PEPS Units fails to effect such transfer or delivery, the Preferred Securities, Senior Deferrable Notes, the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate PEPS Units or Treasury PEPS Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying represented by the Corporate Units and or the Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying represented by such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying represented by such Corporate Units or Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

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

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Warrant Agent of the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying represented by the Corporate Units and or the Treasury Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Warrant Agent shall request transfer instructions with respect to such Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register. Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Warrant Agent with such transfer instructions, the Purchase Contract Warrant Agent shall transfer the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying represented by such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such transfer or delivery, the Senior Notes, the appropriate Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, underlying represented by such Corporate Units or Treasury Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Warrant Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Purchase Contract Agent of the Senior NotesNotes [, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio,] or the Treasury Securities, as the case may be, underlying the Corporate SPC Units and the Treasury SPC Units, as the case may be, pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior NotesNotes [, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security SPC Units Register or the Treasury SPC Units Register, as the case may be. Upon book-entry transfer of the Corporate SPC Units or the Treasury SPC Units or delivery of a Corporate SPC Units Certificate or Treasury SPC Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesNotes [, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, underlying such Corporate SPC Units or Treasury SPC Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate SPC Units or Treasury SPC Units fails to effect such transfer or delivery, the Senior NotesNotes [, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio] or Treasury Securities, as the case may be, underlying such Corporate SPC Units or Treasury SPC Units, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer Transfer to the Purchase Contract Agent of the Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Corporate Units and the Treasury Units, as the case may be, Units pursuant to the terms of the Pledge Agreement, the Purchase Contract Agent shall request transfer instructions with respect to such Senior Notesthe Applicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, request mailed to such Holder at its address as it appears in the Security Register. Upon book-entry book‑entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Unit Certificate or Treasury Units Unit Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry book‑entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Corporate Units or Treasury Units fails to effect such transfer Transfer or delivery, the Senior NotesApplicable Ownership Interest in Debentures, the appropriate Applicable Ownership Interests Interest in the Treasury Portfolio or Treasury DB1/ 116094647.1 Securities, as the case may be, underlying such Corporate Units or Treasury Units, as the case may be, and any distributions interest thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units or Treasury Units are transferred or the earlier 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 occur of: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.