Common use of Establishment of Treasury Units Clause in Contracts

Establishment of Treasury Units. (a) At any time on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Corporate Units shall have the right to establish or reestablish Treasury Units by substitution of Treasury Securities or security entitlements to them for the Debentures comprising a part of such Holder's Corporate Units in integral multiples of 5,000 Corporate Units by: (1) Transferring to the Securities Intermediary for credit to the Collateral Account Treasury Securities or security entitlements to them having a Value equal to the aggregate principal amount at maturity of the Debentures to be released, accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT A to this Agreement, (A) stating that such Holder has notified the Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements to them to the Securities Intermediary for credit to the Collateral Account, (B) stating the Value of the Treasury Securities or security entitlements to them Transferred by such Holder and (C) instructing the Collateral Agent to release from the Pledge the Pledged Debentures that are a component of such Corporate Units; and (2) delivering the related Corporate Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Treasury Securities or security entitlements to them have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice, substantially in the form of EXHIBIT B to this Agreement, to release such Pledged Debentures from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder, free and clear of any lien, pledge or security interest created by this Agreement. (b) Upon credit to the Collateral Account of Treasury Securities or security entitlements to them delivered by a Holder of Corporate Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the Pledged Debentures 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 by this Agreement.

Establishment of Treasury Units. (a) At any time on or prior to A Holder may separate the seventh Business Day immediately preceding Senior Notes from the related Purchase Contract Settlement Date, a Holder of Corporate Units shall have the right to establish or reestablish Treasury Units by substitution of Treasury Securities or security entitlements to them for the Debentures comprising a part Contracts in respect of such Holder's Corporate Units by substituting for such Senior Notes Treasury Securities in integral multiples an aggregate principal amount equal to the aggregate principal amount of 5,000 Corporate Units such Senior Notes at any time until 5:00 p.m. (New York City time), on the Election Date by: (1) Transferring providing notice to the Purchase Contract Agent, substantially in the form of Exhibit C of the Purchase Contract Agreement, of such Holder's intention to create Treasury Units; (2) for each group of 20 Corporate Units from which such Holder wishes to create Treasury Units, transferring a Treasury Security to the Securities Intermediary for credit to 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 Securities or security entitlements Security as Collateral under this Agreement and (z) instruct the Collateral Agent to them having a Value equal release to such Holder $1,000 principal amount of Senior Notes formerly subject to the aggregate principal amount at maturity of Pledge; (3) transferring the Debentures related Corporate Units to be released, the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C D to the Purchase Contract Agreement, at which time 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 underlying such Corporate Units, whereupon the Purchase Contract Agent shall deliver promptly give such instruction to the Collateral Agent a noticeAgent, substantially in the form of EXHIBIT Exhibit A hereto; and (4) paying to this Agreementthe 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 Units. Under no circumstances may a Holder of Corporate Units create Treasury Units after 5:00 p.m. (ANew York City time) stating that such Holder has notified on the Election Date. Upon receipt from the Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements to them to of a notice substantially in the form of Exhibit A hereto, confirmation from the Securities Intermediary for credit to the Collateral Account, (B) stating the Value of the Treasury Securities or security entitlements to them Transferred by such Holder and (C) instructing the Collateral Agent to release from the Pledge the Pledged Debentures that are a component of such Corporate Units; and (2) delivering the related Corporate Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Treasury Securities or security entitlements to them have been credited to the Collateral Account as described and receipt of payment for any fees or expenses incurred in such noticeconnection with the Collateral Substitution, the Collateral Agent shall instruct the Securities Intermediary by a notice, substantially in the form of EXHIBIT Exhibit B to this Agreementhereto, to release such Pledged Debentures Senior Notes from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder, free and clear of any lien, pledge or security interest created by this Agreementthereby. (b) Upon credit to the Collateral Account of Treasury Securities or security entitlements to them thereto delivered by a Holder of Corporate Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the Pledged Debentures 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 Units as specified in this AgreementSection and Section 5.4(f) of the Purchase Contract Agreement at any time until 5:00 p.m. (New York City time) on the Election Date.

Establishment of Treasury Units. (a) At any time A Holder may separate the Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of the Corporate Units held by such Holder by substituting for such Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Treasury Securities that will pay, on or prior to the seventh Business Day immediately preceding the Stock Purchase Contract Settlement Date, a Holder of Corporate Units shall have the right to establish or reestablish Treasury Units by substitution of Treasury Securities or security entitlements to them for the Debentures comprising a part of such Holder's Corporate Units in integral multiples of 5,000 Corporate Units by: (1) Transferring to the Securities Intermediary for credit to the Collateral Account Treasury Securities or security entitlements to them having a Value an amount equal to the aggregate principal amount at maturity of such Notes or the appropriate Treasury Consideration or Applicable Ownership Interest (as specified in clause (A) of the Debentures definition of such term) of the Treasury Portfolio (a "Collateral Substitution"), at any time from and after the date of this Agreement and on or prior to be releasedthe second Business Day immediately preceding the Stock Purchase Date, by (i) depositing with the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Corporate Units, and (ii) transferring the related Corporate Units to the Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not separate the Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contracts in respect of the Corporate Units held by such Holder during the periods beginning on the fourth Business Day prior to the Purchase Contract Agreement, at which time first day of any Remarketing Period and ending on the Purchase Contract Agent shall deliver to third business day after the Collateral Agent a notice, substantially in the form end of EXHIBIT A to this Agreement, (A) stating that such Holder has notified the Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements to them to the Securities Intermediary for credit to the Collateral Account, (B) stating the Value Remarketing Period. Upon receipt of the Treasury Securities or security entitlements to them Transferred by such Holder described in clause (i) above and the instruction described in clause (Cii) instructing above, in accordance with the Collateral Agent to release from terms of the Pledge the Pledged Debentures that are a component of such Corporate Units; and (2) delivering the related Corporate Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Treasury Securities or security entitlements to them have been credited to the Collateral Account as described in such noticeAgreement, the Collateral Agent shall instruct will release to the Securities Intermediary by a noticeAgent, substantially in on behalf of the form of EXHIBIT B to this AgreementHolder, to release such Pledged Debentures Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the Pledge by Transfer to the Purchase Contract Agent for distribution to such HolderPledge, free and clear of any lien, pledge or the Company's security interest created therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Corporate Units; (ii) transfer the Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury Units Certificate executed by this Agreementthe Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate Units. (b) Upon credit Holders who elect to separate the Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Account 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. (c) Holders may make Collateral Substitutions (i) if Treasury Securities are being substituted for Pledged Notes, only in integral multiples of [40] Corporate Units, or security entitlements to them delivered by (ii) if the Collateral Substitutions occur after the Remarketing Date or any Subsequent Remarketing Date, or after a Holder Tax Event Redemption, as the case may be, only in integral multiples of Corporate Units such that the Treasury Securities to be deposited and receipt the Treasury Consideration, or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to be released are in integral multiples of $1,000. (d) In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the related instruction from Corporate Units or fails to deliver a Corporate Units Certificate to the Agent after depositing Treasury Securities with the Collateral Agent, the Securities Intermediary Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, constituting a part of such Corporate Units, and any distributions on such Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, shall release be held in the Pledged Debentures name of the Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units are so transferred or the Corporate Units Certificate is so delivered, as the case may be, or, with respect to a Corporate Units Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Corporate Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. (e) Except as described in this Section 3.13, for so long as the Purchase Contract Agent for distribution to underlying a Corporate Unit remains in effect, such HolderCorporate Unit shall not be separable into its constituent parts, free and clear the rights and obligations of any lienthe Holder of such Corporate Unit in respect of the Pledged Note, pledge Pledged Treasury Consideration or security interest created by this AgreementPledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and the Purchase Contract comprising such Corporate Unit may be acquired, and may be transferred and exchanged, only as a Corporate Unit.

Establishment of Treasury Units. Subject to the conditions set forth in this Agreement, a Holder may separate the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of a Corporate Unit by substituting for such Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount of such Notes or the appropriate Applicable Ownership Interest (aas specified in clause (A) At of the definition of such term) of the Treasury Portfolio, as applicable (a "Collateral Substitution"), at any time from and after the date of this Agreement and on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement DateDate in the case of the Notes and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest of the Treasury Portfolio, a Holder of Corporate Units shall have in each case by (a) depositing with the right to establish or reestablish Treasury Units by substitution of Collateral Agent Treasury Securities or security entitlements to them for the Debentures comprising a part of such Holder's Corporate Units in integral multiples of 5,000 Corporate Units by: (1) Transferring to the Securities Intermediary for credit to the Collateral Account Treasury Securities or security entitlements to them having a Value an aggregate principal amount at maturity equal to the aggregate principal amount at maturity of the Debentures Notes comprising part of such Corporate Units or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate Unit, as the case may be, and (b) transferring the related Corporate Units to be released, the Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D --------- hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT A to this Agreement, (A) stating that such Holder has notified the Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements to them to the Securities Intermediary for credit to the Collateral Account, (B) stating the Value of the Treasury Securities or security entitlements to them Transferred by such Holder and (C) instructing the Collateral Agent to release from the Pledge the Pledged Debentures that are a component of such Corporate Units; and (2) delivering the related Corporate Units to the Purchase Contract Agenthereto. Upon receipt of such notice and confirmation that --------- the Treasury Securities or security entitlements to them have been credited to the Collateral Account as described in such noticeclause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall instruct will release to the Securities Intermediary by a noticeAgent, substantially on behalf of the Holder, Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having the appropriate aggregate principal amount in the form case of EXHIBIT B to this Agreementsuch Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, to release such Pledged Debentures as the case may be, from the Pledge by Transfer to the Purchase Contract Agent for distribution to such HolderPledge, free and clear of any lien, pledge or the Company's security interest created by this Agreement.therein, and upon receipt thereof the Agent shall promptly: (bi) Upon credit cancel the related Corporate Units; (ii) transfer the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury Unit Certificate executed by the Company in accordance with Section 3.3 hereof evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate Units. Holders who elect to separate the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Account 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. Holders may make Collateral Substitutions (i) only in integral multiples of 20 Corporate Units if Treasury Securities are being substituted for the Notes, or security entitlements to them delivered by (ii) only in integral multiples of 32,000 Corporate Units if Treasury Securities are being substituted for appropriate Applicable Ownership Interest of the Treasury Portfolio. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Corporate Units and receipt of or fails to deliver a Corporate Unit Certificate(s) to the related instruction from Agent after depositing Treasury Securities with the Collateral Agent, the Securities Intermediary Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, constituting a part of such Corporate Units, and any interest on such Notes or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall release be held in the Pledged Debentures name of the Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units are so transferred or the Corporate Unit Certificate is so delivered, as the case may be, or, with respect to a Corporate Unit Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Corporate Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as described in this Section 3.13, for so long as the Purchase Contract Agent for distribution to underlying a Corporate Unit remains in effect, such HolderCorporate Unit shall not be separable into its constituent parts, free and clear the rights and obligations of any lienthe Holder in respect of the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, pledge or security interest created by this Agreementas the case may be, and Purchase Contract comprising such Corporate Unit may be acquired, and may be transferred and exchanged, only as a Corporate Unit.

Establishment of Treasury Units. A Holder may separate the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of Corporate Units by substituting for such Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount of such Senior Notes or the appropriate Applicable Ownership Interest (aas specified in clause (A) At of the definition of such term) of the Treasury Portfolio, as applicable (a "Collateral Substitution"), at any time from and after the date of this Agreement and on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement DateDate in the case of the Senior Notes and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest of the Treasury Portfolio, a Holder of Corporate Units shall have in each case by (a) depositing with the right to establish or reestablish Treasury Units by substitution of Collateral Agent Treasury Securities or security entitlements to them for the Debentures comprising a part of such Holder's Corporate Units in integral multiples of 5,000 Corporate Units by: (1) Transferring to the Securities Intermediary for credit to the Collateral Account Treasury Securities or security entitlements to them having a Value an aggregate principal amount at maturity equal to the aggregate principal amount at maturity of the Debentures Senior Notes comprising part of such Corporate Units or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate Units, as the case may be, and (b) transferring the related Corporate Units to be released, the Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT A to this Agreement, (A) stating that such Holder has notified the Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements to them to the Securities Intermediary for credit to the Collateral Account, (B) stating the Value hereto. Upon receipt of the Treasury Securities or security entitlements to them Transferred by such Holder described in clause (a) above and the instruction described in clause (Cb) instructing above, in accordance with the Collateral Agent to release from terms of the Pledge the Pledged Debentures that are a component of such Corporate Units; and (2) delivering the related Corporate Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Treasury Securities or security entitlements to them have been credited to the Collateral Account as described in such noticeAgreement, the Collateral Agent shall instruct will release to the Securities Intermediary by a noticeAgent, substantially on behalf of the Holder, Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having the appropriate aggregate principal amount in the form case of EXHIBIT B to this Agreementsuch Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, to release such Pledged Debentures as the case may be, from the Pledge by Transfer to the Purchase Contract Agent for distribution to such HolderPledge, free and clear of any lien, pledge or the Company's security interest created by this Agreement.therein, and upon receipt thereof the Agent shall promptly: (bi) Upon credit cancel the related Corporate Units; (ii) transfer the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Treasury Units as the number of Corporate Units that were evidenced by the cancelled Corporate Units Certificate. Holders who elect to separate the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Account 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. Holders may make Collateral Substitutions (i) only in integral multiples of 40 Corporate Units if Senior Notes are being substituted for by Treasury Securities, or (ii) only in integral multiples of 100,000 Corporate Units if the appropriate Applicable Ownership Interests of the Treasury Portfolio are being substituted for by Treasury Securities. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Corporate Units or fails to deliver a Corporate Units Certificate(s) to the Agent after depositing Treasury Securities or security entitlements to them delivered by a Holder of Corporate Units and receipt of the related instruction from with the Collateral Agent, the Securities Intermediary Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, constituting a part of such Corporate Units, and any interest on such Senior Note or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall release be held in the Pledged Debentures name of the Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units are so transferred or the Corporate Units Certificate is so delivered, as the case may be, or, with respect to a Corporate Units Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Corporate Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as described in this Section 3.13, for so long as the Purchase Contract Agent for distribution to underlying a Corporate Unit remains in effect, such HolderCorporate Unit shall not be separable into its constituent parts, free and clear the rights and obligations of any lienthe Holder in respect of the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, pledge or security interest created by this Agreementas the case may be, and Purchase Contract comprising such Corporate Unit may be acquired, and may be transferred and exchanged, only as a Corporate Unit.

Establishment of Treasury Units. (a) At any time A Holder may separate the Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of the Corporate Units held by such Holder by substituting for such Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Treasury Securities that will pay, on or prior to the seventh Business Day immediately preceding the Stock Purchase Contract Settlement Date, a Holder of Corporate Units shall have the right to establish or reestablish Treasury Units by substitution of Treasury Securities or security entitlements to them for the Debentures comprising a part of such Holder's Corporate Units in integral multiples of 5,000 Corporate Units by: (1) Transferring to the Securities Intermediary for credit to the Collateral Account Treasury Securities or security entitlements to them having a Value an amount equal to the aggregate principal amount at maturity of such Notes or the appropriate Treasury Consideration or Applicable Ownership Interest (as specified in clause (A) of the Debentures definition of such term) of the Treasury Portfolio (a “Collateral Substitution”), at any time from and after the date of this Agreement and on or prior to be releasedthe second Business Day immediately preceding the Stock Purchase Date, by (i) depositing with the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Corporate Units, and (ii) transferring the related Corporate Units to the Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not separate the Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contracts in respect of the Corporate Units held by such Holder during the periods beginning on the fourth Business Day prior to the Purchase Contract Agreement, at which time first day of any Remarketing Period and ending on the Purchase Contract Agent shall deliver to third business day after the Collateral Agent a notice, substantially in the form end of EXHIBIT A to this Agreement, (A) stating that such Holder has notified the Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements to them to the Securities Intermediary for credit to the Collateral Account, (B) stating the Value Remarketing Period. Upon receipt of the Treasury Securities or security entitlements to them Transferred by such Holder described in clause (i) above and the instruction described in clause (Cii) instructing above, in accordance with the Collateral Agent to release from terms of the Pledge the Pledged Debentures that are a component of such Corporate Units; and (2) delivering the related Corporate Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Treasury Securities or security entitlements to them have been credited to the Collateral Account as described in such noticeAgreement, the Collateral Agent shall instruct will release to the Securities Intermediary by a noticeAgent, substantially in on behalf of the form of EXHIBIT B to this AgreementHolder, to release such Pledged Debentures Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the Pledge by Transfer to the Purchase Contract Agent for distribution to such HolderPledge, free and clear of any lien, pledge or the Company’s security interest created therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Corporate Units; (ii) transfer the Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury Units Certificate executed by this Agreementthe Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate Units. (b) Upon credit Holders who elect to separate the Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Account 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. (c) Holders may make Collateral Substitutions (i) if Treasury Securities are being substituted for Pledged Notes, only in integral multiples of [40] Corporate Units, or security entitlements to them delivered by (ii) if the Collateral Substitutions occur after the Remarketing Date or any Subsequent Remarketing Date, or after a Holder Tax Event Redemption, as the case may be, only in integral multiples of Corporate Units such that the Treasury Securities to be deposited and receipt the Treasury Consideration, or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to be released are in integral multiples of $1,000. (d) In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the related instruction from Corporate Units or fails to deliver a Corporate Units Certificate to the Agent after depositing Treasury Securities with the Collateral Agent, the Securities Intermediary Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, constituting a part of such Corporate Units, and any distributions on such Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, shall release be held in the Pledged Debentures name of the Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units are so transferred or the Corporate Units Certificate is so delivered, as the case may be, or, with respect to a Corporate Units Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Corporate Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. (e) Except as described in this Section 3.13, for so long as the Purchase Contract Agent for distribution to underlying a Corporate Unit remains in effect, such HolderCorporate Unit shall not be separable into its constituent parts, free and clear the rights and obligations of any lienthe Holder of such Corporate Unit in respect of the Pledged Note, pledge Pledged Treasury Consideration or security interest created by this AgreementPledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and the Purchase Contract comprising such Corporate Unit may be acquired, and may be transferred and exchanged, only as a Corporate Unit.

Establishment of Treasury Units. A Holder may separate the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of Corporate Units by substituting for such Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount of such Senior Notes or the appropriate Applicable Ownership Interest (aas specified in clause (A) At of the definition of such term) of the Treasury Portfolio, as applicable (a "Collateral Substitution"), at any time from and after the date of this Agreement and on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement DateDate in the case of the Senior Notes and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest of the Treasury Portfolio, a Holder of Corporate Units shall have in each case by (a) depositing with the right to establish or reestablish Treasury Units by substitution of Collateral Agent Treasury Securities or security entitlements to them for the Debentures comprising a part of such Holder's Corporate Units in integral multiples of 5,000 Corporate Units by: (1) Transferring to the Securities Intermediary for credit to the Collateral Account Treasury Securities or security entitlements to them having a Value an aggregate principal amount at maturity equal to the aggregate principal amount at maturity of the Debentures Senior Notes comprising part of such Corporate Units or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate Units, as the case may be, and (b) transferring the related Corporate Units to be released, the Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT A to this Agreement, (A) stating that such Holder has notified the Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements to them to the Securities Intermediary for credit to the Collateral Account, (B) stating the Value hereto. Upon receipt of the Treasury Securities or security entitlements to them Transferred by such Holder described in clause (a) above and the instruction described in clause (Cb) instructing above, in accordance with the Collateral Agent to release from terms of the Pledge the Pledged Debentures that are a component of such Corporate Units; and (2) delivering the related Corporate Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Treasury Securities or security entitlements to them have been credited to the Collateral Account as described in such noticeAgreement, the Collateral Agent shall instruct will release to the Securities Intermediary by a noticeAgent, substantially on behalf of the Holder, Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having the appropriate aggregate principal amount in the form case of EXHIBIT B to this Agreementsuch Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, to release such Pledged Debentures as the case may be, from the Pledge by Transfer to the Purchase Contract Agent for distribution to such HolderPledge, free and clear of any lien, pledge or the Company's security interest created by this Agreement.therein, and upon receipt thereof the Agent shall promptly: (bi) Upon credit cancel the related Corporate Units; (ii) transfer the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Treasury Units as were evidenced by the cancelled Corporate Units. Holders who elect to separate the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Account 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. Holders may make Collateral Substitutions (i) only in integral multiples of 40 Corporate Units if Senior Notes are being substituted for by Treasury Securities, or (ii) only in integral multiples of ___ Corporate Units if the appropriate Applicable Ownership Interests of the Treasury Portfolio are being substituted for by Treasury Securities. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Corporate Units or fails to deliver a Corporate Units Certificate(s) to the Agent after depositing Treasury Securities or security entitlements to them delivered by a Holder of Corporate Units and receipt of the related instruction from with the Collateral Agent, the Securities Intermediary Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, constituting a part of such Corporate Units, and any interest on such Senior Note or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall release be held in the Pledged Debentures name of the Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units are so transferred or the Corporate Units Certificate is so delivered, as the case may be, or, with respect to a Corporate Units Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Corporate Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as described in this Section 3.13, for so long as the Purchase Contract Agent for distribution to underlying a Corporate Unit remains in effect, such HolderCorporate Unit shall not be separable into its constituent parts, free and clear the rights and obligations of any lienthe Holder in respect of the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, pledge or security interest created by this Agreementas the case may be, and Purchase Contract comprising such Corporate Unit may be acquired, and may be transferred and exchanged, only as a Corporate Unit.

Establishment of Treasury Units. A Holder may separate the Debentures or the appropriate Applicable Owner ship Interest of the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of a Corporate Unit by substituting for such Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount of such Debentures or the appropriate Applicable Ownership Interest (aas specified in clause (A) At of the definition of such term) of the Treasury Portfolio, as applicable (a "Collateral Substitution"), at any time from and after the date of this Agreement and on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement DateDate in the case of the Debentures and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest of the Treasury Portfolio, a Holder of Corporate Units shall have in each case by (a) depositing with the right to establish or reestablish Treasury Units by substitution of Collateral Agent Treasury Securities or security entitlements to them for the Debentures comprising a part of such Holder's Corporate Units in integral multiples of 5,000 Corporate Units by: (1) Transferring to the Securities Intermediary for credit to the Collateral Account Treasury Securities or security entitlements to them having a Value an aggregate principal amount equal to the aggregate principal amount at maturity of the Debentures comprising part of such Corporate Units or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate Units, as the case may be, and (b) transferring the related Corporate Units to be released, the Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Debentures or the appropriate Applicable Owner ship Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT A to this Agreement, (A) stating that such Holder has notified the Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements to them to the Securities Intermediary for credit to the Collateral Account, (B) stating the Value hereto. Upon receipt of the Treasury Securities or security entitlements to them Transferred by such Holder described in clause (a) above and the instruction described in clause (Cb) instructing above, in accordance with the Collateral Agent to release from terms of the Pledge the Pledged Debentures that are a component of such Corporate Units; and (2) delivering the related Corporate Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Treasury Securities or security entitlements to them have been credited to the Collateral Account as described in such noticeAgreement, the Collateral Agent shall instruct will release to the Securities Intermediary by a noticeAgent, substantially on behalf of the Holder, Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having the appropriate aggregate principal amount in the form case of EXHIBIT B to this Agreementsuch Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, to release such Pledged Debentures as the case may be, from the Pledge by Transfer to the Purchase Contract Agent for distribution to such HolderPledge, free and clear of any lien, pledge or the Company's security interest created by this Agreement.therein, and upon receipt thereof the Agent shall promptly: (bi) Upon credit cancel the related Corporate Units; (ii) transfer the Debentures or the appropriate Applicable Owner ship Interest of the Treasury Portfolio, as the case may be, to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury Units 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 Units. Holders who elect to separate the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Account of Treasury Securities or security entitlements to them delivered by a Holder of Corporate Units and receipt Agent for its services as Collateral Agent in respect of the related instruction from substitution, and the Collateral Agent, the Securities Intermediary Company shall release the Pledged Debentures and shall promptly Transfer the same to the Purchase Contract Agent not be responsible for distribution to any such Holder, free and clear of any lien, pledge fees or security interest created by this Agreementexpenses.

Establishment of Treasury Units. A Holder may separate the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of a Corporate Unit by substituting for such Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount of such Notes or the appropriate Applicable Ownership Interest (aas specified in clause (i) At of the definition of such term) of the Treasury Portfolio, as applicable (a "Collateral Substitution"), at any time from and after the date of this Agreement and on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement DateDate in the case of the Notes and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest of the Treasury Portfolio, a Holder of Corporate Units shall have the right to establish or reestablish Treasury Units by substitution of Treasury Securities or security entitlements to them for the Debentures comprising a part of such Holder's Corporate Units in integral multiples of 5,000 Corporate Units each case by: (1a) Transferring to the Securities Intermediary for credit to depositing with the Collateral Account Agent Treasury Securities or security entitlements to them having a Value an aggregate principal amount equal to the aggregate principal amount at maturity of the Debentures Notes comprising part of such Corporate Units or the appropriate Applicable Ownership Interest (as specified in clause (i) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate Units, as the case may be, and (b) transferring the related Corporate Units to be released, the Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT A to this Agreement, (A) stating that such Holder has notified the Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements to them to the Securities Intermediary for credit to the Collateral Account, (B) stating the Value hereto. Upon receipt of the Treasury Securities or security entitlements to them Transferred by such Holder described in clause (a) above and the instruction described in clause (Cb) instructing above, in accordance with the Collateral Agent to release from terms of the Pledge the Pledged Debentures that are a component of such Corporate Units; and (2) delivering the related Corporate Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Treasury Securities or security entitlements to them have been credited to the Collateral Account as described in such noticeAgreement, the Collateral Agent shall instruct will release to the Securities Intermediary by a noticeAgent, substantially on behalf of the Holder, Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having the appropriate aggregate principal amount in the form case of EXHIBIT B to this Agreementsuch Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, to release such Pledged Debentures as the case may be, from the Pledge by Transfer to the Purchase Contract Agent for distribution to such HolderPledge, free and clear of any lien, pledge or the Company's security interest created by this Agreement.therein, and upon receipt thereof the Agent shall promptly: (bi) Upon credit cancel the related Corporate Units; (ii) transfer the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the canceled Corporate Units. Holders who elect to separate the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Account 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. Holders may make Collateral Substitutions (i) only in integral multiples of 40 Corporate Units if Notes are being substituted for by Treasury Securities, or (ii) only in integral multiples of 8,000 Corporate Units if the appropriate Applicable Ownership Interests of the Treasury Portfolio are being substituted for by Treasury Securities. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Corporate Units or fails to deliver a Corporate Units Certificate(s) to the Agent after depositing Treasury Securities or security entitlements to them delivered by a Holder of Corporate Units and receipt of the related instruction from with the Collateral Agent, the Securities Intermediary Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, constituting a part of such Corporate Units, and any interest on such Note or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall release be held in the Pledged Debentures name of the Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units are so transferred or the Corporate Units Certificate is so delivered, as the case may be, or, with respect to a Corporate Units Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Corporate Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as described in this Section 3.13, for so long as the Purchase Contract Agent for distribution to underlying a Corporate Unit remains in effect, such HolderCorporate Unit shall not be separable into its constituent parts, free and clear the rights and obligations of any lienthe Holder in respect of the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, pledge or security interest created by this Agreementas the case may be, and Purchase Contract comprising such Corporate Unit may be acquired, and may be transferred and exchanged, only as a Corporate Unit.

Establishment of Treasury Units. A Holder may -------------------------------- separate the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of a Corporate Unit by substituting for such Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount of such Notes or the appropriate Applicable Ownership Interest (aas specified in clause (i) At of the definition of such term) of the Treasury Portfolio, as applicable (a "Collateral Substitution"), at any time from and after the date of this Agreement and on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement DateDate in the case of the Notes and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest of the Treasury Portfolio, a Holder of Corporate Units shall have the right to establish or reestablish Treasury Units by substitution of Treasury Securities or security entitlements to them for the Debentures comprising a part of such Holder's Corporate Units in integral multiples of 5,000 Corporate Units each case by: (1a) Transferring to the Securities Intermediary for credit to depositing with the Collateral Account Agent Treasury Securities or security entitlements to them having a Value an aggregate principal amount equal to the aggregate principal amount at maturity of the Debentures Notes comprising part of such Corporate Units or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate Units, as the case may be, and (b) transferring the related Corporate Units to be released, the Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT A to this Agreement, (A) stating that such Holder has notified the Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements to them to the Securities Intermediary for credit to the Collateral Account, (B) stating the Value hereto. Upon receipt of the Treasury Securities or security entitlements to them Transferred by such Holder described in clause (a) above and the instruction described in clause (Cb) instructing above, in accordance with the Collateral Agent to release from terms of the Pledge the Pledged Debentures that are a component of such Corporate Units; and (2) delivering the related Corporate Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Treasury Securities or security entitlements to them have been credited to the Collateral Account as described in such noticeAgreement, the Collateral Agent shall instruct will release to the Securities Intermediary by a noticeAgent, substantially on behalf of the Holder, Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having the appropriate aggregate principal amount in the form case of EXHIBIT B to this Agreementsuch Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, to release such Pledged Debentures as the case may be, from the Pledge by Transfer to the Purchase Contract Agent for distribution to such HolderPledge, free and clear of any lien, pledge or the Company's security interest created by this Agreement.therein, and upon receipt thereof the Agent shall promptly: (bi) Upon credit cancel the related Corporate Units; (ii) transfer the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the canceled Corporate Units. Holders who elect to separate the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Account 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. Holders may make Collateral Substitutions (i) only in integral multiples of 40 Corporate Units if Notes are being substituted for by Treasury Securities, or (ii) only in integral multiples of ___ Corporate Units if the appropriate Applicable Ownership Interests of the Treasury Portfolio are being substituted for by Treasury Securities. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Corporate Units or fails to deliver a Corporate Units Certificate(s) to the Agent after depositing Treasury Securities or security entitlements to them delivered by a Holder of Corporate Units and receipt of the related instruction from with the Collateral Agent, the Securities Intermediary Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, constituting a part of such Corporate Units, and any interest on such Note or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall release be held in the Pledged Debentures name of the Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units are so transferred or the Corporate Units Certificate is so delivered, as the case may be, or, with respect to a Corporate Units Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Corporate Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as described in this Section 3.13, for so long as the Purchase Contract Agent for distribution to underlying a Corporate Unit remains in effect, such HolderCorporate Unit shall not be separable into its constituent parts, free and clear the rights and obligations of any lienthe Holder in respect of the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, pledge or security interest created by this Agreementas the case may be, and Purchase Contract comprising such Corporate Unit may be acquired, and may be transferred and exchanged, only as a Corporate Unit.

Establishment of Treasury Units. (a) At any time on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Corporate Units shall have the right to establish or reestablish Treasury Units by substitution of Treasury Securities or security entitlements to them for the Debentures comprising a part of such Holder's Corporate Units in integral multiples of 5,000 Corporate Units by: (1) Transferring to the Securities Intermediary for credit to the Collateral Account Treasury Securities or security entitlements to them having a Value equal to the aggregate principal amount at maturity of the Debentures to be released, accompanied by a notice to the Purchase Contract Agentnotice, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT A to this Agreement, (A) stating that such Holder has notified the Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements to them to the Securities Intermediary for credit to the Collateral Account, (B) stating the Value of the Treasury Securities or security entitlements to them Transferred by such Holder Holder, and (C) instructing requesting that the Collateral Agent to release from the Pledge the Pledged Debentures that are a component of such Corporate Units; and (2) delivering the related Corporate Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Treasury Securities or security entitlements to them have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice, substantially in the form of EXHIBIT B to this Agreement, to release such Pledged Debentures from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder, free and clear of any lien, pledge or security interest created by this Agreement. (b) Upon credit to the Collateral Account of Treasury Securities or security entitlements to them delivered by a Holder of Corporate Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the Pledged Debentures 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 by this Agreement.

Establishment of Treasury Units. Subject to the conditions set forth in this Agreement, a Holder may separate the Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of a Corporate Unit by substituting for such Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount of such Notes or the appropriate Applicable Ownership Interest (aas specified in clause (i) At of the definition of such term) in the Treasury Portfolio, as applicable (a "Collateral Substitution"), at any time on or from and after the date of this Agreement and prior to the seventh Business Day immediately preceding the Purchase Contract Settlement DateDate in the case of the Notes and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest in the Treasury Portfolio, a Holder of Corporate Units shall have in each case by (a) depositing with the right to establish or reestablish Treasury Units by substitution of Collateral Agent Treasury Securities or security entitlements to them for the Debentures comprising a part of such Holder's Corporate Units in integral multiples of 5,000 Corporate Units by: (1) Transferring to the Securities Intermediary for credit to the Collateral Account Treasury Securities or security entitlements to them having a Value an aggregate principal amount at maturity equal to the aggregate principal amount at maturity of the Debentures Notes comprising part of such Corporate Units or the appropriate Applicable Ownership Interest (as specified in clause (i) of the definition of such term) in the Treasury Portfolio comprising part of such Corporate Unit, as the case may be, and (b) transferring the related Corporate Units to be released, the Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not separate the Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of the Corporate Units held by such Holder during the period commencing on the fourth Business Day immediately prior to the Purchase Contract AgreementInitial Remarketing Date (and, at which time the Purchase Contract Agent shall deliver upon a Failed Initial Remarketing, prior to the Collateral Agent Secondary Remarketing Date) and ending on the fourth Business Day following the Initial Remarketing Date (and, upon a noticeFailed Initial Remarketing, substantially in following the form of EXHIBIT A to this Agreement, (A) stating that such Holder has notified the Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements to them to the Securities Intermediary for credit to the Collateral Account, (B) stating the Value Secondary Remarketing Date). Upon receipt of the Treasury Securities or security entitlements to them Transferred by such Holder described in clause (a) above and the instruction described in clause (Cb) instructing above, in accordance with the Collateral Agent to release from terms of the Pledge the Pledged Debentures that are a component of such Corporate Units; and (2) delivering the related Corporate Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Treasury Securities or security entitlements to them have been credited to the Collateral Account as described in such noticeAgreement, the Collateral Agent shall instruct will release to the Securities Intermediary by a noticeAgent, substantially on behalf of the Holder, Notes or the appropriate Applicable Ownership Interest in the form Treasury Portfolio, as the case may be, having the appropriate aggregate principal amount in the case of EXHIBIT B to this Agreementsuch Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, to release such Pledged Debentures as the case may be, from the Pledge by Transfer to the Purchase Contract Agent for distribution to such HolderPledge, free and clear of any lien, pledge or the Company's security interest created by this Agreement.therein, and upon receipt thereof the Agent shall promptly: (bi) Upon credit cancel the related Corporate Units; (ii) transfer the Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury Unit Certificate executed by the Company in accordance with Section 3.3 hereof evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate Units. Holders who elect to separate the Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Account 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. Holders may make Collateral Substitutions (i) only in integral multiples of 20 Corporate Units if Treasury Securities are being substituted for the Notes, or security entitlements to them delivered by (ii) only in integral multiples of 32,000 Corporate Units if Treasury Securities are being substituted for the appropriate Applicable Ownership Interest in the Treasury Portfolio. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Corporate Units and receipt of or fails to deliver a Corporate Unit Certificate(s) to the related instruction from Agent after depositing Treasury Securities with the Collateral Agent, the Securities Intermediary Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, constituting a part of such Corporate Units, and any interest on such Notes or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, shall release be held in the Pledged Debentures name of the Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units are so transferred or the Corporate Unit Certificate is so delivered, as the case may be, or, with respect to a Corporate Unit Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Corporate Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as described in this Section 3.13, for so long as the Purchase Contract Agent for distribution to underlying a Corporate Unit remains in effect, such HolderCorporate Unit shall not be separable into its constituent parts, free and clear the rights and obligations of any lienthe Holder in respect of the Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, pledge or security interest created by this Agreementas the case may be, and Purchase Contract comprising such Corporate Unit may be acquired, and may be transferred and exchanged, only as a Corporate Unit.

Establishment of Treasury Units. (a) At any time on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Corporate Units shall have the right to establish or reestablish Treasury Units by substitution of Treasury Securities or security entitlements to them for the Debentures comprising a part of such Holder's Holder s Corporate Units in integral multiples of 5,000 Corporate Units by: (1) Transferring to the Securities Intermediary for credit to the Collateral Account Treasury Securities or security entitlements to them having a Value equal to the aggregate principal amount at maturity of the Debentures to be released, accompanied by a notice to the Purchase Contract Agentnotice, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT A to this Agreement, (A) stating that such Holder has notified the Purchase Contract Agent that such Holder has Transferred Trans- ferred Treasury Securities or security entitlements to them to the Securities Intermediary for credit to the Collateral Account, (B) stating the Value of the Treasury Securities or security entitlements to them Transferred by such Holder Holder, and (C) instructing requesting that the Collateral Agent to release from the Pledge the Pledged Debentures that are a component of such Corporate Units; and (2) delivering the related Corporate Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Treasury Securities or security entitlements to them have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice, substantially in the form of EXHIBIT B to this Agreement, to release such Pledged Debentures from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder, free and clear of any lien, pledge or security interest created by this Agreement. (b) Upon credit to the Collateral Account of Treasury Securities or security entitlements to them delivered by a Holder of Corporate Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the Pledged Debentures 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 by this Agreement.

Establishment of Treasury Units. Subject to the conditions set forth in this Agreement, a Holder may separate the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of a Corporate Unit by substituting for such Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount of such Notes or the appropriate Applicable Ownership Interest (aas specified in clause (A) At of the definition of such term) of the Treasury Portfolio, as applicable (a "Collateral Substitution"), at any time from and after the date of this Agreement and on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement DateDate in the case of the Notes and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest of the Treasury Portfolio, a Holder of Corporate Units shall have in each case by (a) depositing with the right to establish or reestablish Treasury Units by substitution of Collateral Agent Treasury Securities or security entitlements to them for the Debentures comprising a part of such Holder's Corporate Units in integral multiples of 5,000 Corporate Units by: (1) Transferring to the Securities Intermediary for credit to the Collateral Account Treasury Securities or security entitlements to them having a Value an aggregate principal amount at maturity equal to the aggregate principal amount at maturity of the Debentures Notes comprising part of such Corporate Units or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate Unit, as the case may be, and (b) transferring the related Corporate Units to be released, the Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has --------- transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT A to this Agreement, (A) stating that such Holder has notified the Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements to them to the Securities Intermediary for credit to the Collateral Account, (B) stating the Value of the Treasury Securities or security entitlements to them Transferred by such Holder and (C) instructing the Collateral Agent to release from the Pledge the Pledged Debentures that are a component of such Corporate Units; and (2) delivering the related Corporate Units to the Purchase Contract Agenthereto. Upon receipt of such notice and confirmation that the Treasury --------- Securities or security entitlements to them have been credited to the Collateral Account as described in such noticeclause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall instruct will release to the Securities Intermediary by a noticeAgent, substantially on behalf of the Holder, Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having the appropriate aggregate principal amount in the form case of EXHIBIT B to this Agreementsuch Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, to release such Pledged Debentures as the case may be, from the Pledge by Transfer to the Purchase Contract Agent for distribution to such HolderPledge, free and clear of any lien, pledge or the Company's security interest created by this Agreement.therein, and upon receipt thereof the Agent shall promptly: (bi) Upon credit cancel the related Corporate Units; (ii) transfer the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury Unit Certificate executed by the Company in accordance with Section 3.3 hereof evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate Units. Holders who elect to separate the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Account 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. Holders may make Collateral Substitutions (i) only in integral multiples of 20 Corporate Units if Treasury Securities are being substituted for the Notes, or security entitlements to them delivered by (ii) only in integral multiples of [ ] Corporate Units if Treasury Securities are being substituted for appropriate Applicable Ownership Interest of the Treasury Portfolio. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Corporate Units and receipt of or fails to deliver a Corporate Unit Certificate(s) to the related instruction from Agent after depositing Treasury Securities with the Collateral Agent, the Securities Intermediary Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, constituting a part of such Corporate Units, and any interest on such Notes or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall release be held in the Pledged Debentures name of the Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units are so transferred or the Corporate Unit Certificate is so delivered, as the case may be, or, with respect to a Corporate Unit Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Corporate Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as described in this Section 3.13, for so long as the Purchase Contract Agent for distribution to underlying a Corporate Unit remains in effect, such HolderCorporate Unit shall not be separable into its constituent parts, free and clear the rights and obligations of any lienthe Holder in respect of the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, pledge or security interest created by this Agreementas the case may be, and Purchase Contract comprising such Corporate Unit may be acquired, and may be transferred and exchanged, only as a Corporate Unit.

Establishment of Treasury Units. (a) At any time on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Corporate New PEPS Units shall have the right to establish or reestablish Treasury Units by substitution of substitute Treasury Securities or security entitlements to them with respect thereto for the Debentures Notes securing such Holder’s Obligations under the Purchase Contract comprising a part of such Holder's Corporate ’s New PEPS Units in integral multiples of 5,000 Corporate 40 New PEPS Units by: (1) Transferring to the Securities Intermediary for credit to the Collateral Account Treasury Securities or security entitlements to them with respect thereto having a Value equal to the aggregate principal amount at maturity of the Debentures Pledged Notes to be released, released accompanied by a notice to the Purchase Contract Agentnotice, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time and all applicable fees, whereupon the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT Exhibit A to this Agreementhereto, (A) stating that such Holder has notified the Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements to them with respect thereto to the Securities Intermediary for credit to the Collateral Account, (B) stating the Value of the Treasury Securities or security securities entitlements to them with respect thereto Transferred by or on behalf of such Holder and (C) instructing requesting that the Collateral Agent to release from the Pledge the Pledged Debentures Notes that are a component of such Corporate New PEPS Units; and (2) delivering the related Corporate New PEPS Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Treasury Securities or security entitlements to them with respect thereto have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice, substantially in the form of EXHIBIT Exhibit B to this Agreementhereto, to release such Pledged Debentures Notes from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder, free and clear of any lien, pledge or security interest created by this Agreementhereby. (b) Upon credit to the Collateral Account of Treasury Securities or security entitlements to them with respect thereto delivered by a Holder of Corporate New PEPS Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the Pledged Debentures Notes 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 by hereby. (c) All Treasury Securities delivered under this AgreementAgreement for credit to the Collateral Account shall be delivered addressed as follows: JPMChase/Cust, ABA# 000000000; Reference Account C29900; F/F/C PPL Corporation New PEPS Units Collateral Account# * ; Contact: Axxxx Xxxxxxxx, (000) 000-0000.

Establishment of Treasury Units. A Holder may separate the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of Corporate Units by substituting for such Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount of such Senior Notes or the appropriate Applicable Ownership Interest (aas specified in clause (A) At of the definition of such term) of the Treasury Portfolio, as applicable (a "Collateral Substitution"), at any time from and after the date of this Agreement and on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement DateDate in the case of the Senior Notes and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest of the Treasury Portfolio, a Holder of Corporate Units shall have in each case by (a) depositing with the right to establish or reestablish Treasury Units by substitution of Collateral Agent Treasury Securities or security entitlements to them for the Debentures comprising a part of such Holder's Corporate Units in integral multiples of 5,000 Corporate Units by: (1) Transferring to the Securities Intermediary for credit to the Collateral Account Treasury Securities or security entitlements to them having a Value an aggregate principal amount at maturity equal to the aggregate principal amount at maturity of the Debentures Senior Notes comprising part of such Corporate Units or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate Units, as the case may be, and (b) transferring the related Corporate Units to be released, the Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT A to this Agreement, (A) stating that such Holder has notified the Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements to them to the Securities Intermediary for credit to the Collateral Account, (B) stating the Value hereto. Upon receipt of the Treasury Securities or security entitlements to them Transferred by such Holder described in clause (a) above and the instruction described in clause (Cb) instructing above, in accordance with the Collateral Agent to release from terms of the Pledge the Pledged Debentures that are a component of such Corporate Units; and (2) delivering the related Corporate Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Treasury Securities or security entitlements to them have been credited to the Collateral Account as described in such noticeAgreement, the Collateral Agent shall instruct will release to the Securities Intermediary by a noticeAgent, substantially on behalf of the Holder, Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having the appropriate aggregate principal amount in the form case of EXHIBIT B to this Agreementsuch Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, to release such Pledged Debentures as the case may be, from the Pledge by Transfer to the Purchase Contract Agent for distribution to such HolderPledge, free and clear of any lien, pledge or the Company's security interest created by this Agreement.therein, and upon receipt thereof the Agent shall promptly: (bi) Upon credit cancel the related Corporate Units; (ii) transfer the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Treasury Units as the number of Corporate Units that were evidenced by the cancelled Corporate Units Certificate. Holders who elect to separate the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Account 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. Holders may make Collateral Substitutions (i) only in integral multiples of 40 Corporate Units if Senior Notes are being substituted for by Treasury Securities, or (ii) only in integral multiples of ______ Corporate Units if the appropriate Applicable Ownership Interests of the Treasury Portfolio are being substituted for by Treasury Securities. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Corporate Units or fails to deliver a Corporate Units Certificate(s) to the Agent after depositing Treasury Securities or security entitlements to them delivered by a Holder of Corporate Units and receipt of the related instruction from with the Collateral Agent, the Securities Intermediary Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, constituting a part of such Corporate Units, and any interest on such Senior Note or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall release be held in the Pledged Debentures name of the Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units are so transferred or the Corporate Units Certificate is so delivered, as the case may be, or, with respect to a Corporate Units Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Corporate Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as described in this Section 3.13, for so long as the Purchase Contract Agent for distribution to underlying a Corporate Unit remains in effect, such HolderCorporate Unit shall not be separable into its constituent parts, free and clear the rights and obligations of any lienthe Holder in respect of the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, pledge or security interest created by this Agreementas the case may be, and Purchase Contract comprising such Corporate Unit may be acquired, and may be transferred and exchanged, only as a Corporate Unit.

Establishment of Treasury Units. A Holder may separate the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of Corporate Units by substituting for such Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount of such Senior Notes or the appropriate Applicable Ownership Interest (aas specified in clause (A) At of the definition of such term) of the Treasury Portfolio, as applicable (a "Collateral Substitution"), at any time from and after the date of this Agreement and on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement DateDate in the case of the Senior Notes and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest of the Treasury Portfolio, a Holder of Corporate Units shall have in each case by (a) depositing with the right to establish or reestablish Treasury Units by substitution of Collateral Agent Treasury Securities or security entitlements to them for the Debentures comprising a part of such Holder's Corporate Units in integral multiples of 5,000 Corporate Units by: (1) Transferring to the Securities Intermediary for credit to the Collateral Account Treasury Securities or security entitlements to them having a Value an aggregate principal amount at maturity equal to the aggregate principal amount at maturity of the Debentures Senior Notes comprising part of such Corporate Units or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate Units, as the case may be, and (b) transferring the related Corporate Units to be released, the Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT A to this Agreement, (A) stating that such Holder has notified the Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements to them to the Securities Intermediary for credit to the Collateral Account, (B) stating the Value hereto. Upon receipt of the Treasury Securities or security entitlements to them Transferred by such Holder described in clause (a) above and the instruction described in clause (Cb) instructing above, in accordance with the Collateral Agent to release from terms of the Pledge the Pledged Debentures that are a component of such Corporate Units; and (2) delivering the related Corporate Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Treasury Securities or security entitlements to them have been credited to the Collateral Account as described in such noticeAgreement, the Collateral Agent shall instruct will release to the Securities Intermediary by a noticeAgent, substantially on behalf of the Holder, Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having the appropriate aggregate principal amount in the form case of EXHIBIT B to this Agreementsuch Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, to release such Pledged Debentures as the case may be, from the Pledge by Transfer to the Purchase Contract Agent for distribution to such HolderPledge, free and clear of any lien, pledge or the Company's security interest created by this Agreement.therein, and upon receipt thereof the Agent shall promptly: (bi) Upon credit cancel the related Corporate Units; (ii) transfer the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Holder; and (iii) authenticate, execute on behalf of such Xxxxxx and deliver a Treasury Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Treasury Units as the number of Corporate Units that were evidenced by the cancelled Corporate Units Certificate. Holders who elect to separate the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Account 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. Holders may make Collateral Substitutions (i) only in integral multiples of 40 Corporate Units if Senior Notes are being substituted for by Treasury Securities, or (ii) only in integral multiples of [ ] Corporate Units if the appropriate Applicable Ownership Interests of the Treasury Portfolio are being substituted for by Treasury Securities. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Corporate Units or fails to deliver a Corporate Units Certificate(s) to the Agent after depositing Treasury Securities or security entitlements to them delivered by a Holder of Corporate Units and receipt of the related instruction from with the Collateral Agent, the Securities Intermediary Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, constituting a part of such Corporate Units, and any interest on such Senior Note or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall release be held in the Pledged Debentures name of the Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units are so transferred or the Corporate Units Certificate is so delivered, as the case may be, or, with respect to a Corporate Units Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Corporate Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as described in this Section 3.13, for so long as the Purchase Contract Agent for distribution to underlying a Corporate Unit remains in effect, such HolderCorporate Unit shall not be separable into its constituent parts, free and clear the rights and obligations of any lienthe Holder of such Corporate Unit in respect of the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, pledge or security interest created by this Agreementas the case may be, and Purchase Contract comprising such Corporate Unit may be acquired, and may be transferred and exchanged, only as a Corporate Unit.

Establishment of Treasury Units. Unless the Treasury Portfolio has replaced the Notes as a component of the Corporate Units as the result of a successful Initial Remarketing or a Tax Event Redemption, a Holder may separate the Notes from the related Purchase Contracts in respect of a Corporate Unit by substituting for such Notes Treasury Securities in an aggregate principal amount equal to the aggregate principal amount of such Notes (a) At a "COLLATERAL SUBSTITUTION"), at any time from and after the date of this Agreement and on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Corporate Units shall have Date by (a) depositing with the right to establish or reestablish Treasury Units by substitution of Collateral Agent Treasury Securities or security entitlements to them for the Debentures comprising a part of such Holder's Corporate Units in integral multiples of 5,000 Corporate Units by: (1) Transferring to the Securities Intermediary for credit to the Collateral Account Treasury Securities or security entitlements to them having a Value an aggregate principal amount equal to the aggregate principal amount at maturity of the Debentures Notes comprising part of such Corporate Units and (b) transferring the related Corporate Units to be released, the Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Notes underlying such Corporate Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT A to this Agreement, (A) stating that such Holder has notified the Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements to them to the Securities Intermediary for credit to the Collateral Account, (B) stating the Value hereto. Upon receipt of the Treasury Securities or security entitlements to them Transferred by such Holder described in clause (a) above and the instruction described in clause (Cb) instructing above, in accordance with the Collateral Agent to release from terms of the Pledge the Pledged Debentures that are a component of such Corporate Units; and (2) delivering the related Corporate Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Treasury Securities or security entitlements to them have been credited to the Collateral Account as described in such noticeAgreement, the Collateral Agent shall instruct will release to the Securities Intermediary by a noticeAgent, substantially in on behalf of the form of EXHIBIT B to this AgreementHolder, to release such Pledged Debentures Notes having the appropriate aggregate principal amount from the Pledge by Transfer to the Purchase Contract Agent for distribution to such HolderPledge, free and clear of any lien, pledge or the Company's security interest created by this Agreement.therein, and upon receipt thereof the Agent shall promptly: (bi) Upon credit cancel the related Corporate Units; (ii) transfer the Notes to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the canceled Corporate Units. Holders who elect to separate the Notes from the related Purchase Contract and to substitute Treasury Securities for such Notes shall be responsible for any fees or expenses payable to the Collateral Account 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. Holders may make Collateral Substitutions only in integral multiples of 40 Corporate Units. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Corporate Units or fails to deliver a Corporate Units Certificate(s) to the Agent after depositing Treasury Securities or security entitlements to them delivered by a Holder of Corporate Units and receipt of the related instruction from with the Collateral Agent, the Securities Intermediary Notes constituting a part of such Corporate Units, and any interest on such Notes shall release be held in the Pledged Debentures name of the Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units are so transferred or the Corporate Units Certificate is so delivered, as the case may be, or, with respect to a Corporate Units Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Corporate Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as described in this Section 3.13, for so long as the Purchase Contract Agent for distribution to underlying a Corporate Unit remains in effect, such HolderCorporate Unit shall not be separable into its constituent parts, free and clear the rights and obligations of any lienthe Holder in respect of the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, pledge or security interest created by this Agreementas the case may be, and Purchase Contract comprising such Corporate Unit may be acquired, and may be transferred and exchanged, only as a Corporate Unit.

Establishment of Treasury Units. A Holder may separate the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of Corporate Units by substituting for such Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount of such Senior Notes or the appropriate Applicable Ownership Interest (aas specified in clause (A) At of the definition of such term) of the Treasury Portfolio, as applicable (a "Collateral Substitution"), at any time from and after the date of this Agreement and on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement DateDate in the case of the Senior Notes and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest of the Treasury Portfolio, a Holder of Corporate Units shall have in each case by (a) depositing with the right to establish or reestablish Treasury Units by substitution of Collateral Agent Treasury Securities or security entitlements to them for the Debentures comprising a part of such Holder's Corporate Units in integral multiples of 5,000 Corporate Units by: (1) Transferring to the Securities Intermediary for credit to the Collateral Account Treasury Securities or security entitlements to them having a Value an aggregate principal amount at maturity equal to the aggregate principal amount at maturity of the Debentures Senior Notes comprising part of such Corporate Units or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate Units, as the case may be, and (b) transferring the related Corporate Units to be released, the Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT A to this Agreement, (A) stating that such Holder has notified the Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements to them to the Securities Intermediary for credit to the Collateral Account, (B) stating the Value hereto. Upon receipt of the Treasury Securities or security entitlements to them Transferred by such Holder described in clause (a) above and the instruction described in clause (Cb) instructing above, in accordance with the Collateral Agent to release from terms of the Pledge the Pledged Debentures that are a component of such Corporate Units; and (2) delivering the related Corporate Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Treasury Securities or security entitlements to them have been credited to the Collateral Account as described in such noticeAgreement, the Collateral Agent shall instruct will release to the Securities Intermediary by a noticeAgent, substantially on behalf of the Holder, Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having the appropriate aggregate principal amount in the form case of EXHIBIT B to this Agreementsuch Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, to release such Pledged Debentures as the case may be, from the Pledge by Transfer to the Purchase Contract Agent for distribution to such HolderPledge, free and clear of any lien, pledge or the Company's security interest created by this Agreement.therein, and upon receipt thereof the Agent shall promptly: (bi) Upon credit cancel the related Corporate Units; (ii) transfer the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Holder; and (iii) authenticate, execute on behalf of such Xxxxxx and deliver a Treasury Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Treasury Units as the number of Corporate Units that were evidenced by the cancelled Corporate Units Certificate. Holders who elect to separate the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Account 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. Holders may make Collateral Substitutions (i) only in integral multiples of 40 Corporate Units if Senior Notes are being substituted for with Treasury Securities, or (ii) only in integral multiples of 100,000 Corporate Units if the appropriate Applicable Ownership Interest of the Treasury Portfolio is being substituted for with Treasury Securities. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Corporate Units or fails to deliver a Corporate Units Certificate(s) to the Agent after depositing Treasury Securities or security entitlements to them delivered by a Holder of Corporate Units and receipt of the related instruction from with the Collateral Agent, the Securities Intermediary Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, constituting a part of such Corporate Units, and any interest on such Senior Note or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall release be held in the Pledged Debentures name of the Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units are so transferred or the Corporate Units Certificate is so delivered, as the case may be, or, with respect to a Corporate Units Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Corporate Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as described in this Section 3.13, for so long as the Purchase Contract Agent for distribution to underlying a Corporate Unit remains in effect, such HolderCorporate Unit shall not be separable into its constituent parts, free and clear the rights and obligations of any lienthe Holder of such Corporate Unit in respect of the Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, pledge or security interest created by this Agreementas the case may be, and Purchase Contract comprising such Corporate Unit may be acquired, and may be transferred and exchanged, only as a Corporate Unit.

Establishment of Treasury Units. (a) At So long as the Treasury Portfolio has not replaced the Preferred Securities as a component of Corporate Units as a result of a Successful Initial Remarketing or a Tax Event Redemption and no dissolution or liquidation of the Trust shall have occurred, at any time on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Corporate Units shall have the right to establish or reestablish Treasury Units by substitution of Treasury Securities or security entitlements to them with respect thereto for the Debentures Pledged Preferred Securities comprising a part of such Holder's Corporate Units in integral multiples of 5,000 20 Corporate Units by: (1i) Transferring to the Securities Intermediary Collateral Agent for credit to the Collateral Account Treasury Securities or security entitlements to them with respect thereto having a Value equal to the aggregate principal liquidation amount at maturity of the Debentures Pledged Preferred Securities to be released, accompanied by a notice to the Purchase Contract Agentnotice, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time whereupon the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT Exhibit A to this Agreementhereto, (A) stating that such Holder has notified the Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements to them with respect thereto to the Securities Intermediary Collateral Agent for credit to the Collateral Account, (B) stating the Value of the Treasury Securities or security entitlements to them with respect thereto Transferred by such Holder and (C) instructing requesting that the Collateral Agent to release from the Pledge the Pledged Debentures Preferred Securities that are a component of such Corporate Units; and (2ii) delivering the related Corporate Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Treasury Securities or security entitlements to them with respect thereto have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice, substantially in the form of EXHIBIT Exhibit B to this Agreementhereto, to release such Pledged Debentures Preferred Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder, free and clear of any lien, pledge or security interest created by this Agreementhereby. (b) Upon credit If the Treasury Portfolio has replaced the Preferred Securities or Notes as a component of Corporate Units as a result of a Successful Initial Remarketing or a Tax Event Redemption on or at any time prior to the Collateral Account second Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Corporate Units shall have the right to establish or reestablish Treasury Units by substitution of Treasury Securities or security entitlements to them delivered by with respect thereto for the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising a Holder part of such Holder's Corporate Units in integral multiples of Corporate Units as will enable the U.S. Treasury securities comprising the Applicable Ownership Interest of the Treasury Portfolio to be released in whole multiples by: (i) Transferring to the Collateral Agent for credit to the Collateral Account Treasury Securities or security entitlements with respect thereto having a Value equal to the Value of the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio to be released, accompanied by a notice, substantially in the form of Exhibit C to the Purchase Contract Agreement, whereupon the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit A hereto, (A) stating that such Holder has Transferred Treasury Securities or security entitlements with respect thereto to the Collateral Agent for credit to the Collateral Account, (B) stating the Value of the Treasury Securities or security entitlements with respect thereto Transferred by such Holder and (C) requesting that the Collateral Agent release from the Pledge the Pledged Applicable Ownership Interests of the Treasury Portfolio that are a component of such Corporate Units; and (ii) delivering the related Corporate Units to the Purchase Contract Agent. Upon receipt of the related instruction from such notice and confirmation that Treasury Securities or security entitlements with respect thereto have been credited to the Collateral AgentAccount as described in such notice, the Collateral Agent shall instruct the Securities Intermediary shall by a notice, substantially in the form of Exhibit B hereto, to release such Pledged Applicable Ownership Interests of the Pledged Debentures and shall promptly Treasury Portfolio from the Pledge by 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. (c) If the Trust shall have been dissolved and liquidated and the Notes have become a component of the Corporate Units and neither a Successful Initial Remarketing nor a Tax Event Redemption Date shall have occurred, at any time on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Corporate Units shall have the right to substitute Treasury Securities or security entitlements with respect thereto for the Pledged Notes comprising a part of such Holder's Corporate Units in integral multiples of 20 Corporate Units by: (i) Transferring to the Collateral Agent for credit to the Collateral Account Treasury Securities or security entitlements with respect thereto having a Value equal to the aggregate principal amount of the Pledged Notes to be released, accompanied by this a notice, substantially in the form of Exhibit C to the Purchase Contract Agreement, whereupon the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit A hereto, (A) stating that such Holder has Transferred Treasury Securities or security entitlements with respect thereto to the Collateral Agent for credit to the Collateral Account, (B) stating the Value of the Treasury Securities or securities entitlements with respect thereto Transferred by such Holder and (C) requesting that the Collateral Agent release from the Pledge the Pledged Notes that are a component of such Corporate Units; and (ii) delivering the related Corporate Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Treasury Securities or security entitlements with respect thereto have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice, substantially in the form of Exhibit B hereto, to release such Pledged Notes from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder, free and clear of any lien, pledge or security interest created hereby.