Common use of Creation of Treasury PIES by Substitution of Treasury Securities Clause in Contracts

Creation of Treasury PIES by Substitution of Treasury Securities. (a) A Holder of Corporate PIES may separate their interests in Senior Notes from the related Purchase Contracts in respect of such Holder's Corporate PIES by substituting Treasury Securities for such interests in Senior Notes or security entitlements thereto in an aggregate principal amount equal to the aggregate principal amount of such interests in Senior Notes, at any time from and after the date of this Agreement except during an Active Remarketing Period by: (1) providing notice to the Purchase Contract Agent, substantially in the form of Exhibit C to the Purchase Contract Agreement, of such Holder's intention to create Treasury PIES; (2) transferring a Treasury Security for each group of 20 Corporate PIES from which such Holder wishes to create Treasury PIES to the Securities Intermediary which shall then (y) deposit the Treasury Security with the Collateral Agent in the Collateral Account under this Agreement and instruct the Collateral Agent to hold such Treasury Security as Collateral under this Agreement and (z) instruct the Collateral Agent to release to the Purchase Contract Agent, on behalf of such Holder, $1,000 principal amount of Senior Notes formerly subject to the Pledge; (3) transferring the related Corporate PIES to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D to the Purchase Contract Agreement, stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Senior Notes associated with such Corporate PIES, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A hereto; and (4) paying to the Collateral Agent any fees or expenses incurred in connection with the Collateral Substitution; provided that, Holders may make Collateral Substitutions only in integral multiples of 20 Corporate PIES. Under no circumstances may a Holder of Corporate PIES create Treasury PIES during an Active Remarketing Period. Upon receipt from the Purchase Contract Agent of a notice substantially in the form of Exhibit A hereto, confirmation from the Securities Intermediary that Treasury Securities have been credited to the Collateral Account and receipt of payment for any fees or expenses incurred in connection with the Collateral Substitution, the Collateral Agent shall instruct the Securities Intermediary by a notice, substantially in the form of Exhibit B hereto, to release such Pledged Senior Notes from the Pledge by Transfer the Purchase Contract Agent for distribution to such Holder thereof, free and clear of any lien, pledge or security interest created hereby. (b) Upon credit to the Collateral Account of Treasury Securities or security entitlements thereto delivered by a Holder of Corporate PIES and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the Senior Notes specified in such instruction and shall promptly Transfer the same to the Purchase Contract Agent for distribution to such Holder, free and clear of any lien, pledge or security interest created hereby. A Holder may elect not to participate in the Remarketing by creating Treasury PIES as specified in this Section and Section 5.3(c) of the Purchase Contract Agreement at any time except during an Active Remarketing Period. (c) Notwithstanding any provision herein to the contrary, the release and Transfer of the Pledged Senior Notes in connection with the Collateral Substitution pursuant to this Section 5.2 shall be evidenced by an endorsement by the Collateral Agent on the Pledged Senior Note held by the Collateral Agent reflecting a reduction in the principal amount of such Pledged Senior Note equal in amount to the principal amount of such Separated Senior Note. The Collateral Agent shall confirm any such reduced principal amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Senior Note evidencing such reduced principal amount to the Trustee and the Company. Upon receipt of such confirmation, the Trustee shall instruct the Custodian (as defined in the Indenture Officers' Certificate) to increase the principal amount of the Senior Notes issued in global form held by the Custodian in an amount equal to the reduced principal amount by an endorsement made the Custodian on such global Senior Note to reflect such increase.

Creation of Treasury PIES by Substitution of Treasury Securities. (a) A Holder of Corporate PIES may separate their interests in the Senior Notes from the related Purchase Contracts in respect of such Holder's Corporate PIES by substituting Treasury Securities for such interests in Senior Notes or security entitlements thereto for such Senior Notes, pursuant to the Pledge Agreement, in an aggregate principal amount equal to the aggregate principal amount of such interests in Senior Notes, at any time from and after the date of this Agreement until 5:00 p.m. (New York City time) on any such date except during an Active Remarketing Period by: (1) providing notice to the Purchase Contract Agent, substantially in the form of Exhibit C to the Purchase Contract Agreementhereto, of such Holder's intention to create Treasury PIES; (2) transferring a Treasury Security for each group of 20 Corporate PIES from which such Holder wishes to create Treasury PIES PIES, to the Securities Intermediary which shall then (y) deposit the Treasury Security with the Collateral Agent in the Collateral Account under this the Pledge Agreement and instruct the Collateral Agent to hold such Treasury Security as Collateral under this the Pledge Agreement and (z) instruct the Collateral Agent to release to the Purchase Contract Agent, on behalf of such Holder, $1,000 principal amount of Senior Notes formerly subject to the Pledge; (3) transferring the related Corporate PIES to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D to the Purchase Contract Agreementhereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Senior Notes associated with relating to such Corporate PIES, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A heretoto the Pledge Agreement; and (4) paying to the Collateral Agent any fees or expenses incurred in connection with the Collateral Substitution; provided that, Holders may make Collateral Substitutions only in integral multiples of 20 Corporate PIES. Under no circumstances may a Holder of Corporate PIES create Treasury PIES during an Active Remarketing Period. Upon receipt from The Holders' right to create Treasury PIES as set forth in this Section and the limit of the preceding sentence shall in no way limit the ability of the Purchase Contract Agent of a notice substantially in the form of Exhibit A heretoAgent, confirmation from the Securities Intermediary that Treasury Securities have been credited to the Collateral Account and receipt of payment for any fees or expenses incurred in connection with the Collateral Substitution, the Collateral Agent shall instruct the Securities Intermediary by a notice, substantially in the form of Exhibit B hereto, to release such Pledged Senior Notes from the Pledge by Transfer the Purchase Contract Agent for distribution to such Holder thereof, free and clear of any lien, pledge or security interest created hereby. (b) Upon credit to the Collateral Account of Treasury Securities or security entitlements thereto delivered by a Holder of Corporate PIES and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release or the Remarketing Agents to substitute the Treasury Portfolio for the Senior Notes specified then comprising a part of the Corporate PIES upon a Successful Remarketing (other than the Senior Notes of Holders of Corporate PIES that have elected not to participate in the Remarketing). Upon receipt of the Treasury Securities described in clause (2) above and the instruction described in clause (1) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall, under the Pledge Agreement, cause the Securities Intermediary to effect the release of such instruction Senior Notes from the Pledge to the Purchase Contract Agent, free and shall promptly Transfer clear of the same Company's security interest therein, and the transfer of such Senior Notes to the Purchase Contract Agent for distribution to such Holderon behalf of the Holder thereof. Upon receipt thereof, free and clear of any lien, pledge or security interest created hereby. A Holder may elect not to participate in the Remarketing by creating Treasury PIES as specified in this Section and Section 5.3(c) of the Purchase Contract Agreement at any time except during an Active Remarketing Period.Agent shall promptly: (ci) Notwithstanding any provision herein cancel the related Corporate PIES; (ii) transfer the applicable aggregate principal amount of Senior Notes to the contraryHolder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury PIES Certificate executed by the release Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate PIES. Holders who elect to separate the Senior Notes from the related Purchase Contracts and Transfer to substitute Treasury Securities for such Senior Notes shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the Pledged Senior Notes in connection with substitution, and the Company shall not be responsible for any such fees or expenses. In the event a Holder making a Collateral Substitution pursuant to this Section 5.2 3.13 fails to effect a book-entry transfer of the Corporate PIES or fails to deliver Corporate PIES Certificates to the Purchase Contract Agent after depositing Treasury Securities with the Collateral Agent, then the Senior Notes or Treasury Portfolio Interest, as the case may be, constituting a part of such Corporate PIES, and any interest payments on such Senior Notes or the Treasury Portfolio Interest, as the case may be, shall be evidenced by an endorsement held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate PIES are so transferred or the Corporate PIES Certificates are so delivered, as the case may be, or, with respect to the Corporate PIES Certificates, such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Corporate PIES Certificates have been destroyed, lost or stolen, together with any indemnity that may be required by the Collateral Purchase Contract Agent on the Pledged Senior Note held by the Collateral Agent reflecting a reduction in the principal amount of such Pledged Senior Note equal in amount to the principal amount of such Separated Senior Note. The Collateral Agent shall confirm any such reduced principal amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Senior Note evidencing such reduced principal amount to the Trustee and the Company. Upon receipt Except as described in this Sections 3.13 and 5.3, for so long as the Purchase Contract relating to a Corporate PIES remains in effect, such Corporate PIES shall not be separable into its constituent parts, and the rights and obligations of such confirmation, the Trustee shall instruct the Custodian (as defined Holder in the Indenture Officers' Certificate) to increase the principal amount respect of the Senior Notes issued in global form held by Note or the Custodian in an amount equal to Treasury Portfolio Interest, as the reduced principal amount by an endorsement made case may be, and the Custodian on Purchase Contract comprising such global Senior Note to reflect such increaseCorporate PIES may be acquired, and may be transferred and exchanged, only as a Corporate PIES.

Creation of Treasury PIES by Substitution of Treasury Securities. (a) A Holder of Corporate PIES may separate their interests in the Senior Notes from the related Purchase Contracts in respect of such Holder's Corporate PIES by substituting for such Senior Notes Treasury Securities for such interests in Senior Notes or security entitlements thereto in an aggregate principal amount equal to the aggregate principal amount of such interests in Senior Notes, at any time from and after the date of this Agreement except during an Active Remarketing Period until 5:00 p.m. (New York City time), on the Election Date by: (1) providing notice to the Purchase Contract Agent, substantially in the form of Exhibit C to the Purchase Contract Agreement, of such Holder's intention to create Treasury PIES; (2) transferring a Treasury Security for each group of 20 Corporate PIES from which such Holder wishes to create Treasury PIES PIES, transferring a Treasury Security to the Securities Intermediary which shall then (y) deposit the Treasury Security with the Collateral Agent in the Collateral Account under this Agreement and instruct the Collateral Agent to hold such Treasury Security as Collateral under this Agreement and (z) instruct the Collateral Agent to release to the Purchase Contract Agent, on behalf of such Holder, $1,000 principal amount of Senior Notes formerly subject to the Pledge; (3) transferring the related Corporate PIES to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D to the Purchase Contract Agreement, stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Senior Notes associated with underlying such Corporate PIES, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A hereto; and (4) paying to the Collateral Agent any fees or expenses incurred in connection with the Collateral Substitution; provided PROVIDED that, Holders may make Collateral Substitutions only in integral multiples of 20 Corporate PIES. Under no circumstances may a Holder of Corporate PIES create Treasury PIES during an Active Remarketing Periodafter 5:00 p.m. (New York City time) on the Election Date. Upon receipt from the Purchase Contract Agent of a notice substantially in the form of Exhibit A hereto, confirmation from the Securities Intermediary that Treasury Securities have been credited to the Collateral Account and receipt of payment for any fees or expenses incurred in connection with the Collateral Substitution, the Collateral Agent shall instruct the Securities Intermediary by a notice, substantially in the form of Exhibit B hereto, to release such Pledged Senior Notes from the Pledge by Transfer the Purchase Contract Agent for distribution to such Holder thereof, free and clear of any lien, pledge or security interest created hereby. (b) Upon credit to the Collateral Account of Treasury Securities or security entitlements thereto delivered by a Holder of Corporate PIES and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the Senior Notes specified in such instruction and shall promptly Transfer the same to the Purchase Contract Agent for distribution to such Holder, free and clear of any lien, pledge or security interest created hereby. A Holder may elect not to participate in the Remarketing by creating Treasury PIES as specified in this Section and Section 5.3(c5.3(e) of the Purchase Contract Agreement at any time except during an Active Remarketing Perioduntil 5:00 p.m. (New York City time) on the Election Date. (c) Notwithstanding any provision herein to the contrary, the release and Transfer of the Pledged Senior Notes in connection with the Collateral Substitution pursuant to this Section 5.2 shall be evidenced by an endorsement by the Collateral Agent on the Pledged Senior Note held by the Collateral Agent reflecting a reduction in the principal amount of such Pledged Senior Note equal in amount to the principal amount of such Separated Senior Note. The Collateral Agent shall confirm any such reduced principal amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Senior Note evidencing such reduced principal amount to the Trustee and the CompanyTrustee. Upon receipt of such confirmation, the Trustee shall instruct the Custodian (as defined in the Indenture Officers' Certificate) to increase the principal amount of the Senior Notes issued in global form held by the Custodian in an amount equal to the reduced principal amount by an endorsement made the Custodian on such global Senior Note to reflect such increase.

Creation of Treasury PIES by Substitution of Treasury Securities. (a) A Holder of Corporate PIES may separate their interests in the Senior Notes from the related Purchase Contracts in respect of such Holder's Corporate PIES by substituting for such Senior Notes Treasury Securities for such interests in Senior Notes or security entitlements thereto in an aggregate principal amount equal to the aggregate principal amount of such interests in Senior NotesNotes (a "Collateral Substitution"), at any time from and after the date of this Agreement except during an Active Remarketing Period and on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date by: (1) providing notice depositing with the Securities Intermediary Treasury Securities having an aggregate principal amount equal to the Purchase Contract Agent, substantially in aggregate principal amount of the form of Exhibit C to the Purchase Contract Agreement, Senior Notes comprising part of such Holder's intention to create Treasury Corporate PIES;; and (2) transferring a Treasury Security for each group of 20 Corporate PIES from which such Holder wishes to create Treasury PIES to the Securities Intermediary which shall then (y) deposit the Treasury Security with the Collateral Agent in the Collateral Account under this Agreement and instruct the Collateral Agent to hold such Treasury Security as Collateral under this Agreement and (z) instruct the Collateral Agent to release to the Purchase Contract Agent, on behalf of such Holder, $1,000 principal amount of Senior Notes formerly subject to the Pledge; (3) transferring the related Corporate PIES to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D to the Purchase Contract AgreementC hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Senior Notes associated with underlying such Corporate PIES, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A heretoto the Pledge Agreement. Upon receipt of the Treasury Securities described in clause (1) above and the instruction described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release of such Senior Notes from the Pledge, free and clear of the Company's security interest therein, and the transfer of such Senior Notes to the Purchase Contract Agent on behalf of the Holder. Upon receipt thereof, the Purchase Contract Agent shall promptly: (i) cancel the related Corporate PIES; (ii) transfer the Senior Notes to the Holder; and (4iii) paying authenticate, execute on behalf of such Holder and deliver a Treasury PIES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate PIES. Holders who elect to separate the Senior Notes from the related Purchase Contracts and to substitute Treasury Securities for such Senior Notes 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 incurred in connection with the Collateral Substitution; provided that, expenses. Holders may make Collateral Substitutions only in integral multiples of 20 Corporate PIES. Under no circumstances may In the event a Holder of Corporate PIES create Treasury PIES during an Active Remarketing Period. Upon receipt from the Purchase Contract Agent of making a notice substantially in the form of Exhibit A hereto, confirmation from the Securities Intermediary that Treasury Securities have been credited to the Collateral Account and receipt of payment for any fees or expenses incurred in connection with the Collateral Substitution, the Collateral Agent shall instruct the Securities Intermediary by a notice, substantially in the form of Exhibit B hereto, to release such Pledged Senior Notes from the Pledge by Transfer the Purchase Contract Agent for distribution to such Holder thereof, free and clear of any lien, pledge or security interest created hereby. (b) Upon credit to the Collateral Account of Treasury Securities or security entitlements thereto delivered by a Holder of Corporate PIES and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the Senior Notes specified in such instruction and shall promptly Transfer the same to the Purchase Contract Agent for distribution to such Holder, free and clear of any lien, pledge or security interest created hereby. A Holder may elect not to participate in the Remarketing by creating Treasury PIES as specified in this Section and Section 5.3(c) of the Purchase Contract Agreement at any time except during an Active Remarketing Period. (c) Notwithstanding any provision herein to the contrary, the release and Transfer of the Pledged Senior Notes in connection with the Collateral Substitution pursuant to this Section 5.2 3.13 fails to effect a book-entry transfer of the Corporate PIES or fails to deliver Corporate PIES Certificates to the Purchase Contract Agent after depositing Treasury Securities with the Collateral 0Agent, the Senior Notes, constituting a part of such Corporate PIES, and any interest payments on such Senior Notes, shall be evidenced by an endorsement held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate PIES are so transferred or the Corporate PIES Certificates are so delivered, as the case may be, or, with respect to the Corporate PIES Certificates, such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Corporate PIES Certificates have been destroyed, lost or stolen, together with any indemnity that may be required by the Collateral Purchase Contract Agent on the Pledged Senior Note held by the Collateral Agent reflecting a reduction in the principal amount of such Pledged Senior Note equal in amount to the principal amount of such Separated Senior Note. The Collateral Agent shall confirm any such reduced principal amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Senior Note evidencing such reduced principal amount to the Trustee and the Company. Upon receipt Except as described in this Section 3.13, for so long as the Purchase Contract underlying a Corporate PIES remains in effect, such Corporate PIES shall not be separable into its constituent parts, and the rights and obligations of such confirmation, the Trustee shall instruct the Custodian (as defined Holder in the Indenture Officers' Certificate) to increase the principal amount respect of the Senior Notes issued in global form held by Note and the Custodian in an amount equal to the reduced principal amount by an endorsement made the Custodian on Purchase Contract comprising such global Senior Note to reflect such increaseCorporate PIES may be acquired, and may be transferred and exchanged, only as a Corporate PIES.

Creation of Treasury PIES by Substitution of Treasury Securities. (a) A Holder of Corporate PIES may separate their interests in the Senior Notes from the related Purchase Contracts in respect of such Holder's Corporate PIES by substituting for such Senior Notes Treasury Securities for such interests in Senior Notes or security entitlements thereto thereto, pursuant to the Pledge Agreement, in an aggregate principal amount equal to the aggregate principal amount of such interests in Senior Notes, at any time from and after the date of this Agreement except during an Active Remarketing Period until 5:00 p.m. (New York City time) on the Election Date by: (1) providing notice to the Purchase Contract Agent, substantially in the form of Exhibit C to the Purchase Contract Agreementhereto, of such Holder's intention to create Treasury PIES; (2) transferring a Treasury Security for each group of 20 Corporate PIES from which such Holder wishes to create Treasury PIES PIES, transferring a Treasury Security to the Securities Intermediary which shall then (y) deposit the Treasury Security with the Collateral Agent in the Collateral Account under this the Pledge Agreement and instruct the Collateral Agent to hold such Treasury Security as Collateral under this the Pledge Agreement and (z) instruct the Collateral Agent to release to the Purchase Contract Agent, on behalf of such Holder, $1,000 principal amount of Senior Notes formerly subject to the Pledge; (3) transferring the related Corporate PIES to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D to the Purchase Contract Agreementhereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Senior Notes associated with relating to such Corporate PIES, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A heretoto the Pledge Agreement; and (4) paying to the Collateral Agent any fees or expenses incurred in connection with the Collateral Substitution; provided PROVIDED that, Holders may make Collateral Substitutions only in integral multiples of 20 Corporate PIES. Under no circumstances may a Holder of Corporate PIES create Treasury PIES during an Active Remarketing Periodafter the Election Date. Upon receipt from The Holders' right to create Treasury PIES as set forth in this Section and the limit of the preceding sentence shall in no way limit the ability of the Purchase Contract Agent of a notice substantially in the form of Exhibit A heretoAgent, confirmation from the Securities Intermediary that Treasury Securities have been credited to the Collateral Account and receipt of payment for any fees or expenses incurred in connection with the Collateral Substitution, the Collateral Agent shall instruct the Securities Intermediary by a notice, substantially in the form of Exhibit B hereto, to release such Pledged Senior Notes from the Pledge by Transfer the Purchase Contract Agent for distribution to such Holder thereof, free and clear of any lien, pledge or security interest created hereby. (b) Upon credit to the Collateral Account of Treasury Securities or security entitlements thereto delivered by a Holder of Corporate PIES and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release or the Remarketing Agent to substitute the Treasury Portfolio for the Senior Notes specified then comprising a part of the Corporate PIES upon a Successful Remarketing (other than the Senior Notes of Holders of Corporate PIES that have elected not to participate in the Remarketing). Upon receipt of the Treasury Securities described in clause (2) above and the instruction described in clause (1) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall, under the Pledge Agreement, cause the Securities Intermediary to effect the release of such instruction Senior Notes from the Pledge to the Purchase Contract Agent, free and shall promptly Transfer clear of the same Company's security interest therein, and the transfer of such Senior Notes to the Purchase Contract Agent for distribution to such Holderon behalf of the Holder thereof. Upon receipt thereof, free and clear of any lien, pledge or security interest created hereby. A Holder may elect not to participate in the Remarketing by creating Treasury PIES as specified in this Section and Section 5.3(c) of the Purchase Contract Agreement at any time except during an Active Remarketing Period.Agent shall promptly: (ci) Notwithstanding any provision herein cancel the related Corporate PIES; (ii) transfer the applicable aggregate principal amount of Senior Notes to the contraryHolder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury PIES Certificate executed by the release Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate PIES. Holders who elect to separate the Senior Notes from the related Purchase Contracts and Transfer to substitute Treasury Securities for such Senior Notes shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the Pledged Senior Notes in connection with substitution, and the Company shall not be responsible for any such fees or expenses. In the event a Holder making a Collateral Substitution pursuant to this Section 5.2 3.13 fails to effect a book-entry transfer of the Corporate PIES or fails to deliver Corporate PIES Certificates to the Purchase Contract Agent after depositing Treasury Securities with the Collateral Agent, then the Senior Notes or Treasury Portfolio Interest, as the case may be, constituting a part of such Corporate PIES, and any interest payments on such Senior Notes or the Treasury Portfolio Interest, as the case may be, shall be evidenced by an endorsement held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate PIES are so transferred or the Corporate PIES Certificates are so delivered, as the case may be, or, with respect to the Corporate PIES Certificates, such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Corporate PIES Certificates have been destroyed, lost or stolen, together with any indemnity that may be required by the Collateral Purchase Contract Agent on the Pledged Senior Note held by the Collateral Agent reflecting a reduction in the principal amount of such Pledged Senior Note equal in amount to the principal amount of such Separated Senior Note. The Collateral Agent shall confirm any such reduced principal amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Senior Note evidencing such reduced principal amount to the Trustee and the Company. Upon receipt Except as described in this Sections 3.13 and 5.3, for so long as the Purchase Contract relating to a Corporate PIES remains in effect, such Corporate PIES shall not be separable into its constituent parts, and the rights and obligations of such confirmation, the Trustee shall instruct the Custodian (as defined Holder in the Indenture Officers' Certificate) to increase the principal amount respect of the Senior Notes issued in global form held by Note or the Custodian in an amount equal to Treasury Portfolio Interest, as the reduced principal amount by an endorsement made case may be, and the Custodian on Purchase Contract comprising such global Senior Note to reflect such increaseCorporate PIES may be acquired, and may be transferred and exchanged, only as a Corporate PIES.

Creation of Treasury PIES by Substitution of Treasury Securities. (a) A Holder of Corporate PIES may separate their interests in the Senior Notes from the related Purchase Contracts in respect of such Holder's Corporate PIES by substituting for such Senior Notes Treasury Securities for such interests in Senior Notes or security entitlements thereto in an aggregate principal amount equal to the aggregate principal amount of such interests in Senior NotesNotes (a "Collateral Substitution"), at any time from and after the date of this Agreement except during an Active Remarketing Period and on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date by: (1) providing notice depositing with the Securities Intermediary Treasury Securities having an aggregate principal amount at maturity equal to the Purchase Contract Agent, substantially in aggregate principal amount of the form of Exhibit C to the Purchase Contract Agreement, Senior Notes comprising part of such Holder's intention to create Treasury Corporate PIES;; and (2) transferring a Treasury Security for each group of 20 Corporate PIES from which such Holder wishes to create Treasury PIES to the Securities Intermediary which shall then (y) deposit the Treasury Security with the Collateral Agent in the Collateral Account under this Agreement and instruct the Collateral Agent to hold such Treasury Security as Collateral under this Agreement and (z) instruct the Collateral Agent to release to the Purchase Contract Agent, on behalf of such Holder, $1,000 principal amount of Senior Notes formerly subject to the Pledge; (3) transferring the related Corporate PIES to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D to the Purchase Contract AgreementC hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Senior Notes associated with underlying such Corporate PIES, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A hereto; and (4) paying to the Collateral Agent any fees or expenses incurred in connection with the Collateral Substitution; provided that, Holders may make Collateral Substitutions only in integral multiples of 20 Corporate PIES. Under no circumstances may a Holder of Corporate PIES create Treasury PIES during an Active Remarketing PeriodPledge Agreement. Upon receipt from of the Purchase Contract Agent of a notice substantially in the form of Exhibit A hereto, confirmation from the Securities Intermediary that Treasury Securities have been credited to described in clause (1) above and the Collateral Account and receipt of payment for any fees or expenses incurred instruction described in connection clause (2) above, in accordance with the Collateral Substitutionterms of the Pledge Agreement, the Collateral Agent shall instruct will cause the Securities Intermediary by a notice, substantially in to effect the form release of Exhibit B hereto, to release such Pledged Senior Notes from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder thereofAgent, free and clear of any lien, pledge or the Company's security interest created hereby. (b) Upon credit to therein, and the Collateral Account transfer of Treasury Securities or security entitlements thereto delivered by a Holder of Corporate PIES and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the such Senior Notes specified in such instruction and shall promptly Transfer the same to the Purchase Contract Agent for distribution to such on behalf of the Holder. Upon receipt thereof, free and clear of any lien, pledge or security interest created hereby. A Holder may elect not to participate in the Remarketing by creating Treasury PIES as specified in this Section and Section 5.3(c) of the Purchase Contract Agreement at any time except during an Active Remarketing Period.Agent shall promptly: (c1) Notwithstanding any provision herein to cancel the contrary, the release and Transfer of the Pledged Senior Notes in connection with the Collateral Substitution pursuant to this Section 5.2 shall be evidenced by an endorsement by the Collateral Agent on the Pledged Senior Note held by the Collateral Agent reflecting a reduction in the principal amount of such Pledged Senior Note equal in amount to the principal amount of such Separated Senior Note. The Collateral Agent shall confirm any such reduced principal amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Senior Note evidencing such reduced principal amount to the Trustee and the Company. Upon receipt of such confirmation, the Trustee shall instruct the Custodian (as defined in the Indenture Officers' Certificate) to increase the principal amount of the Senior Notes issued in global form held by the Custodian in an amount equal to the reduced principal amount by an endorsement made the Custodian on such global Senior Note to reflect such increase.related Corporate PIES;

Creation of Treasury PIES by Substitution of Treasury Securities. (a) A Holder of Corporate PIES may separate their interests in the Senior Notes from the related Purchase Contracts in respect of such Holder's Corporate PIES by substituting for such Senior Notes Treasury Securities for such interests in Senior Notes or security entitlements thereto in an aggregate principal amount equal to the aggregate principal amount of such interests in Senior Notes, at any time from and after the date of this Agreement except during an Active Remarketing Period until 5:00 p.m. (New York City time), on the Election Date by: (1) providing notice to the Purchase Contract Agent, substantially in the form of Exhibit C to the Purchase Contract Agreement, of such Holder's intention to create Treasury PIES; (2) transferring a Treasury Security for each group of 20 Corporate PIES from which such Holder wishes to create Treasury PIES PIES, transferring a Treasury Security to the Securities Intermediary which shall then (y) deposit the Treasury Security with the Collateral Agent in the Collateral Account under this Agreement and instruct the Collateral Agent to hold such Treasury Security as Collateral under this Agreement and (z) instruct the Collateral Agent to release to the Purchase Contract Agent, on behalf of such Holder, Holder $1,000 principal amount of Senior Notes formerly subject to the Pledge; (3) transferring the related Corporate PIES to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D to the Purchase Contract Agreement, stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Senior Notes associated with underlying such Corporate PIES, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A hereto; and (4) paying to the Collateral Agent any fees or expenses incurred in connection with the Collateral Substitution; provided PROVIDED that, Holders may make Collateral Substitutions only in integral multiples of 20 Corporate PIES. Under no circumstances may a Holder of Corporate PIES create Treasury PIES during an Active Remarketing Periodafter 5:00 p.m. (New York City time) on the Election Date. Upon receipt from the Purchase Contract Agent of a notice substantially in the form of Exhibit A hereto, confirmation from the Securities Intermediary that Treasury Securities have been credited to the Collateral Account and receipt of payment for any fees or expenses incurred in connection with the Collateral Substitution, the Collateral Agent shall instruct the Securities Intermediary by a notice, substantially in the form of Exhibit B hereto, to release such Pledged Senior Notes from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder thereofHolder, free and clear of any lien, pledge or security interest created hereby. (b) Upon credit to the Collateral Account of Treasury Securities or security entitlements thereto delivered by a Holder of Corporate PIES and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the Senior Notes specified in such instruction and shall promptly Transfer transfer the same to the Purchase Contract Agent for distribution to such Holder, free and clear of any lien, pledge or security interest created hereby. A Holder may elect not to participate in the Remarketing by creating Treasury PIES as specified in this Section and Section 5.3(c5.3(e) of the Purchase Contract Agreement at any time except during an Active Remarketing Period. until 5:00 p.m. (cNew York City time) Notwithstanding any provision herein to the contrary, the release and Transfer of the Pledged Senior Notes in connection with the Collateral Substitution pursuant to this Section 5.2 shall be evidenced by an endorsement by the Collateral Agent on the Pledged Senior Note held by the Collateral Agent reflecting a reduction in the principal amount of such Pledged Senior Note equal in amount to the principal amount of such Separated Senior Note. The Collateral Agent shall confirm any such reduced principal amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Senior Note evidencing such reduced principal amount to the Trustee and the Company. Upon receipt of such confirmation, the Trustee shall instruct the Custodian (as defined in the Indenture Officers' Certificate) to increase the principal amount of the Senior Notes issued in global form held by the Custodian in an amount equal to the reduced principal amount by an endorsement made the Custodian on such global Senior Note to reflect such increaseElection Date.