Common use of Collateral Substitution and the Creation of Stripped Units Clause in Contracts

Collateral Substitution and the Creation of Stripped Units. At any time on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes or Pledged Treasury Consideration, as the case may be, securing such Holder's obligations under the Purchase Contracts comprising a part of such Normal Units, in integral multiples of 40 Normal Units, or after a Special Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (b) delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of EXHIBIT B hereto, to the Purchase Contract Agent, with a copy of such notice to the Company, stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged Treasury Consideration related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, in the form provided in EXHIBIT A. Upon receipt of Treasury Securities from a Holder of Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Pledged Treasury Consideration and shall promptly Transfer such Pledged Notes or Pledged Treasury Consideration free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances, except as otherwise set forth herein.

Collateral Substitution and the Creation of Stripped Units. (a) At any time on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes or Pledged Treasury Consideration, as the case may be, securing such Holder's ’s obligations under the Purchase Contracts comprising a part of such Normal Units, in integral multiples of 40 Normal Units, or after a Special Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (b) delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of EXHIBIT Exhibit B hereto, to the Purchase Contract Agent, with a copy of such notice to the Company, stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above this Section 4.01 (stating the principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged Treasury Consideration related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, in the form provided in EXHIBIT Exhibit A. Upon receipt of Treasury Securities from a Holder of Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Pledged Treasury Consideration and shall promptly Transfer such Pledged Notes or Pledged Treasury Consideration free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or or substituted by any Holder pursuant to this Section 4.14.01, Section 4.2 4.02 or any other Section of this Agreement shall be Transferred and/or or substituted free and clear of all liens, claims and encumbrances, except as otherwise set forth herein. (b) Holders who elect to separate the Pledged Notes or Pledged Treasury Consideration, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Pledged Notes or Pledged Treasury Consideration shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses.

Collateral Substitution and the Creation of Stripped Units. At any time on or prior to the thirteenth second Business Day immediately preceding the Stock Purchase Date, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, securing such Holder's obligations under the Purchase Contracts comprising a part of such Normal Units, in integral multiples of 40 20 Normal Units, or after a Special Event Redemptionremarketing of the Notes pursuant to the Purchase Contract Agreement, in integral multiples of Normal Units so such that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, Consideration to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (b) delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of EXHIBIT Exhibit B hereto, to the Purchase Contract Agent, with a copy of such notice to the Company, Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, Agent in the form provided in EXHIBIT A. Exhibit A; provided that, such Holder may not substitute such Treasury Securities for such Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio pursuant to this Section 4.1 during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Notes or Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances, except as otherwise set forth herein.

Collateral Substitution and the Creation of Stripped Units. At any time on or prior to the thirteenth second Business Day immediately preceding the Stock Purchase Date, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes Debentures or Pledged Treasury Consideration, as the case may be, securing such Holder's obligations under the Purchase Contracts comprising a part of such Normal Units, in integral multiples of 40 20 Normal Units, or after a Special Event Redemptionremarketing of the Debentures pursuant to the Purchase Contract Agreement, in integral multiples of Normal Units so such that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, Consideration to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (b) delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of EXHIBIT Exhibit B hereto, to the Purchase Contract Agent, with a copy of such notice to the Company, Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes Debentures or Pledged Treasury Consideration Consideration, as the case may be, related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, Agent in the form provided in EXHIBIT Exhibit A. Upon receipt of Treasury Securities from a Holder of Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes Debentures or Pledged Treasury Consideration Consideration, as the case may be, and shall promptly Transfer such Pledged Notes Debentures or Pledged Treasury Consideration Consideration, as the case may be, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances, except as otherwise set forth herein.

Collateral Substitution and the Creation of Stripped Units. At Unless a successful remarketing or a Tax Event Redemption has occurred, at any time on or prior to the thirteenth tenth Business Day immediately preceding the Stock Purchase Date, a Holder of Normal Equity Units shall have the right to substitute Treasury Securities for the Pledged Notes or Pledged Treasury Consideration, as the case may be, securing such Holder's obligations under the Forward Purchase Contracts comprising a part of such Normal Equity Units, in integral multiples of 40 Normal Units, or after a Special Event Redemption, in integral multiples of Normal 20 Equity Units so that Treasury Securities to be deposited and the Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Equity Units and (b) delivering such Normal Equity Units to the Forward Purchase Contract Agent, accompanied by a notice, substantially in the form of EXHIBIT Exhibit B hereto, to the Forward Purchase Contract Agent, with a copy of such notice to the Company, Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities amount and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Forward Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged Treasury Consideration related to such Normal Equity Units, whereupon the Forward Purchase Contract Agent shall promptly give such instruction in writing to the Collateral Agent, with a copy of such instruction to the Company, Agent in the form provided in EXHIBIT A. Exhibit A; provided that such Holder may not substitute such Treasury Securities for such Pledged Notes pursuant to this Section 4.1 during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Normal Equity Units and the related written instruction from the Forward Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Pledged Treasury Consideration and shall promptly Transfer such Pledged Notes or Pledged Treasury Consideration free and clear of any lien, pledge or security interest created hereby, to the Forward Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances, except as otherwise set forth herein.

Collateral Substitution and the Creation of Stripped Units. At any time on or prior to the thirteenth second Business Day immediately preceding the Stock Share Purchase Date, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes or Pledged Treasury Consideration, as the case may be, securing such Holder's obligations under the Purchase Contracts comprising a part of such Normal Units, in integral multiples of 40 Normal Units, or after a Special successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (b) delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of EXHIBIT Exhibit B hereto, to the Purchase Contract Agent, with a copy of such notice to the Company, Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged Treasury Consideration related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, Agent in the form provided in EXHIBIT A. Exhibit A; provided that, such Holder may not substitute such Treasury Securities for such Pledged Notes or Pledged Treasury Consideration pursuant to this Section 4.1 after a Prepayment Event or during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Pledged Treasury Consideration and shall promptly Transfer such Pledged Notes or Pledged Treasury Consideration free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances, except as otherwise set forth herein.

Collateral Substitution and the Creation of Stripped Units. At any time on or prior to the thirteenth second Business Day immediately preceding the Stock Purchase Date, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, securing such Holder's obligations under the Purchase Contracts comprising a part of such Normal Units, in integral multiples of 40 Normal Units, or after a Special Event successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Exempt Redemption, in integral multiples of Normal Units so such that Treasury Securities to be deposited and the applicable Treasury ConsiderationConsideration or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (b) delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of EXHIBIT B heretoExhibit D to the Purchase Contract Agreement, to the Purchase Contract Agent, with a copy of such notice to the Company, Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, Agent in the form provided in EXHIBIT A. Exhibit C to the Purchase Contract Agreement; provided that, such Holder may not substitute such Treasury Securities for such Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio pursuant to this Section 4.1 during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Notes or Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances, except as otherwise set forth herein.

Collateral Substitution and the Creation of Stripped Units. At (a) Except as otherwise provided in this Section 4.1, so long as a Tax Event Redemption has not occurred, at any time on or prior to 10:00 a.m. (New York City time) on the thirteenth tenth Business Day immediately preceding the Stock Purchase Date, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, securing such Holder's obligations under the Purchase Contracts comprising a part of such Normal UnitsUnits (a "Collateral Substitution"), in integral multiples of 40 20 Normal Units, or after a Special remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, in integral multiples of Normal Units so such that Treasury Securities to be deposited and the Applicable Ownership Interest in the Treasury Consideration, as the case may be, Portfolio to be released are in integral multiples of $1,000, by (ax) Transferring a Transfer to the Collateral Agent of Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (by) delivering delivery of such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of EXHIBIT Exhibit B hereto, to the Purchase Contract Agent, with a copy of such notice to the Company, Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above this Section 4.1 (stating the principal amount, the maturities amount and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Consideration Portfolio, as the case may be, related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction in writing to the Collateral Agent, with a copy of such instruction to the Company, Agent substantially in the form provided in EXHIBIT Exhibit A. Notwithstanding the foregoing, a Holder may not substitute Treasury Securities for Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio pursuant to this Section 4.1 on or after 10:00 a.m. (New York City time) (i) on the fourth Business Day immediately preceding the Initial Remarketing Date until the Business Day immediately following such Initial Remarketing Date; (ii) on the fourth Business Day immediately preceding any subsequent Remarketing Period until the Business Day immediately following such Remarketing Period; and (iii) on or after 10:00 a.m. (New York City time) on the tenth Business Day immediately preceding the Stock Purchase Date. Upon receipt of Treasury Securities from a Holder of Normal Units and the related written instruction from the Purchase Contract Agent, in accordance with the terms of this Agreement, the Collateral Agent shall release the Pledged Notes or the Pledged Applicable Ownership Interest in the Treasury Consideration Portfolio, as the case may be, and shall promptly Transfer such Pledged Notes Notes, or Pledged Applicable Ownership Interest in the Treasury Consideration Portfolio, as the case may be, free and clear of any lien, pledge or security interest created herebyunder this Agreement, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances, except as otherwise set forth herein.

Collateral Substitution and the Creation of Stripped Units. At any time on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date(a) Except as otherwise provided in this Section 4.1, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, securing such Holder's obligations under the Purchase Contracts comprising a part of such Normal UnitsUnits (a "Collateral Substitution"), in integral multiples of 40 20 Normal Units, or after a Special remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, in integral multiples of Normal Units so such that Treasury Securities to be deposited and the Applicable Ownership Interest in the Treasury Consideration, as the case may be, Portfolio to be released are in integral multiples of $1,000, by (ax) Transferring a Transfer to the Collateral Agent of Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (by) delivering delivery of such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of EXHIBIT Exhibit B hereto, to the Purchase Contract Agent, with a copy of such notice to the Company, Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above this Section 4.1 (stating the principal amount, the maturities amount and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Consideration Portfolio, as the case may be, related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction in writing to the Collateral Agent, with a copy of such instruction to the Company, Agent substantially in the form provided in EXHIBIT Exhibit A. Notwithstanding the foregoing, a Holder may not substitute Treasury Securities for Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio pursuant to this Section 4.1 after 10:00 a.m. (New York City time) (i) on the fourth Business Day immediately preceding the Initial Remarketing Date until the Business Day immediately following such Initial Remarketing Date; (ii) on the fourth Business Day immediately preceding the first day of a Subsequent Remarketing Period ending on June 16, 2005 or July 14, 2005 until the Business Day immediately following such Remarketing Period; and (iii) on the tenth Business Day immediately preceding the Stock Purchase Date. Upon receipt of Treasury Securities from a Holder of Normal Units and the related written instruction from the Purchase Contract Agent, in accordance with the terms of this Agreement, the Collateral Agent shall release the Pledged Notes or the Pledged Applicable Ownership Interest in the Treasury Consideration Portfolio, as the case may be, and shall promptly Transfer such Pledged Notes Notes, or Pledged Applicable Ownership Interest in the Treasury Consideration Portfolio, as the case may be, free and clear of any lien, pledge or security interest created herebyunder this Agreement, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances. (b) Holders of Normal Units who create Stripped Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, except and the Company shall not be responsible for any such fees or expenses. (c) In the event a Holder making a Collateral Substitution pursuant to this Section 4.1 fails to effect a book-entry transfer of the Normal Units or fails to deliver a Normal Units Certificate to the Purchase Contract Agent after depositing Treasury Securities with the Collateral Agent, the Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, as otherwise set forth hereinthe case may be, constituting a part of such Normal Units, and any distributions on such Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Normal Units are so transferred or the Normal Units Certificate is so delivered, as the case may be, or, with respect to a Normal Units Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Normal Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Collateral Substitution and the Creation of Stripped Units. At any time on or prior to the thirteenth seventh Business Day immediately preceding the Stock Purchase Date, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes or Pledged Treasury Consideration, as the case may be, securing such Holder's ’s obligations under the Purchase Contracts comprising a part of such Normal Units, in integral multiples of 40 Normal Units, or after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Special Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (b) delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of EXHIBIT Exhibit B hereto, to the Purchase Contract Agent, with a copy of such notice to the Company, Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged Treasury Consideration related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, Agent in the form provided in EXHIBIT A. Exhibit A; provided that such Holder may not substitute such Treasury Securities for such Pledged Notes or Pledged Treasury Consideration pursuant to this Section 4.1 during the period beginning on the fourth Business Day prior to the first day of the first or second Remarketing Period and ending on the third Business Day after the end of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Pledged Treasury Consideration and shall promptly Transfer such Pledged Notes or Pledged Treasury Consideration free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances, except as otherwise set forth herein.

Collateral Substitution and the Creation of Stripped Units. At any time on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes or Pledged Treasury Consideration, as the case may be, securing such Holder's obligations under the Purchase Contracts comprising a part of such Normal Units, in integral multiples of 40 Normal Units, or after a Special Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (b) delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of EXHIBIT B hereto, to the Purchase Contract Agent, with a copy of such notice to the Company, Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged Treasury Consideration related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, Agent in the form provided in EXHIBIT A. Upon receipt of Treasury Securities from a Holder of Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Pledged Treasury Consideration and shall promptly Transfer such Pledged Notes or Pledged Treasury Consideration free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances, except as otherwise set forth herein.

Collateral Substitution and the Creation of Stripped Units. At any time on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes or Pledged Treasury Consideration, as the case may be, securing such Holder's ’s obligations under the Purchase Contracts comprising a part of such Normal Units, in integral multiples of 40 Normal Units, or after a Special Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (b) delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of EXHIBIT Exhibit B hereto, to the Purchase Contract Agent, with a copy of such notice to the Company, stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged Treasury Consideration related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, in the form provided in EXHIBIT Exhibit A. Upon receipt of Treasury Securities from a Holder of Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Pledged Treasury Consideration and shall promptly Transfer such Pledged Notes or Pledged Treasury Consideration free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances, except as otherwise set forth herein.

Collateral Substitution and the Creation of Stripped Units. At any time on or prior to the thirteenth fourth Business Day immediately preceding the Stock Purchase Date, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes Debentures or Pledged Treasury Consideration, as the case may be, securing such Holder's obligations under the Purchase Contracts comprising a part of such Normal Units, in integral multiples of 40 Normal Units, or after a Special Tax Event RedemptionRedemption or a successful remarketing of the Debentures pursuant to the Purchase Contract Agreement, in integral multiples of Normal Units so such that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, Consideration to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (b) delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of EXHIBIT Exhibit B hereto, to the Purchase Contract Agent, with a copy of such notice to the Company, Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes Debentures or Pledged Treasury Consideration Consideration, as the case may be, related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, Agent in the form provided in EXHIBIT Exhibit A. Notwithstanding the foregoing a Holder may not separate the Pledged Debentures or Pledged Treasury Consideration as the case may be, from the related Purchase Contract in respect of Normal Units held by such Holder during the periods beginning on the fourth Business Day prior to the Remarketing Date or any Subsequent Remarketing Date, as the case may be, and ending on the third Business Day following such dates. Upon receipt of Treasury Securities from a Holder of Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes Debentures or Pledged Treasury Consideration Consideration, as the case may be, and shall promptly Transfer such Pledged Notes Debentures or Pledged Treasury Consideration Consideration, as the case may be, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances, except as otherwise set forth herein.

Collateral Substitution and the Creation of Stripped Units. At any time on or prior to the thirteenth seventh Business Day immediately preceding the Stock Purchase Date, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes or Pledged Treasury Consideration, as the case may be, securing such Holder's obligations under the Purchase Contracts comprising a part of such Normal Units, in integral multiples of 40 [___] Normal Units, or after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Special Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000[____], by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (b) delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of EXHIBIT Exhibit B hereto, to the Purchase Contract Agent, with a copy of such notice to the Company, Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged Treasury Consideration related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, Agent in the form provided in EXHIBIT A. Exhibit A; provided that such Holder may not substitute such Treasury Securities for such Pledged Notes or Pledged Treasury Consideration pursuant to this Section 4.1 during the period beginning on the fourth Business Day prior to the first day of the first or second Remarketing Period and ending on the third Business Day after the end of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Pledged Treasury Consideration and shall promptly Transfer such Pledged Notes or Pledged Treasury Consideration free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances, except as otherwise set forth herein.

Collateral Substitution and the Creation of Stripped Units. At any time on or prior to the thirteenth second Business Day immediately preceding the Stock Purchase Date, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, securing such Holder's obligations under the Purchase Contracts comprising a part of such Normal Units, in integral multiples of 40 10 Normal Units, or after a Special Event Redemptionremarketing of the Notes pursuant to the Purchase Contract Agreement, in integral multiples of Normal Units so such that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, Consideration to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (b) delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of EXHIBIT Exhibit B hereto, to the Purchase Contract Agent, with a copy of such notice to the Company, Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities amount and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction in writing to the Collateral Agent, with a copy of such instruction to the Company, Agent in the form provided in EXHIBIT A. Exhibit A; provided that, such Holder may not substitute such Treasury Securities for such Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio pursuant to this Section 4.1 during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Normal Units and the related written instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Notes or Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances, except as otherwise set forth herein.

Collateral Substitution and the Creation of Stripped Units. At any time on or prior to the thirteenth second Business Day immediately preceding the Stock Purchase Date, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, securing such Holder's obligations under the Purchase Contracts comprising a part of such Normal Units, in integral multiples of 40 10 Normal Units, or after a Special Event Redemptionremarketing of the Notes pursuant to the Purchase Contract Agreement, in integral multiples of Normal Units so such that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, Consideration to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (b) delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of EXHIBIT Exhibit B hereto, to the Purchase Contract Agent, with a copy of such notice to the Company, Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities amount and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction in writing to the Collateral Agent, with a copy of such instruction to the Company, Agent in the form provided in EXHIBIT A. Exhibit A; provided that, such Holder may not substitute such Treasury Securities for such Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio pursuant to this Section 4.1 during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Normal Units and the related written instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Notes or Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances, except as otherwise set forth herein.

Collateral Substitution and the Creation of Stripped Units. At any time on or prior to the thirteenth second Business Day immediately preceding the Stock Purchase Date, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, securing such Holder's ’s obligations under the Purchase Contracts comprising a part of such Normal Units, in integral multiples of 40 Normal Units, or after a Special Event successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Exempt Redemption, in integral multiples of Normal Units so such that Treasury Securities to be deposited and the applicable Treasury ConsiderationConsideration or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (b) delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of EXHIBIT B heretoExhibit D to the Purchase Contract Agreement, to the Purchase Contract Agent, with a copy of such notice to the Company, Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, Agent in the form provided in EXHIBIT A. Exhibit C to the Purchase Contract Agreement; provided that, such Holder may not substitute such Treasury Securities for such Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio pursuant to this Section 4.1 during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Notes or Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances, except as otherwise set forth herein.