Common use of ESTABLISHMENT OR REESTABLISHMENT OF GROWTH PRIDES Clause in Contracts

ESTABLISHMENT OR REESTABLISHMENT OF GROWTH PRIDES. A Holder may separate the Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of an Income PRIDES by substituting for such Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount equal to the aggregate Stated Amount of such Preferred Securities or for the appropriate Applicable Ownership Interest (as specified in clause (A) 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 fifth Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Preferred Securities 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, in each case by (a) depositing with the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of the Preferred Securities comprising part of such Income PRIDES or for the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Income PRIDES, as the case may be, and (b) (i) by delivering cash in an amount equal to the Contract Adjustment Payments, if any, that would have accrued since the last date that Contract Adjustment Payments, if any, were made through the date of substitution on the Growth PRIDES being created by the holder, which amount the Agent shall promptly remit to the Company, and (ii) transferring the related Income PRIDES to the Agent accompanied by a notice to the 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 Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Income PRIDES, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C hereto. Upon receipt of the Treasury Securities described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Agent, on behalf of the Holder, Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having a corresponding aggregate Stated Amount of such Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly:

ESTABLISHMENT OR REESTABLISHMENT OF GROWTH PRIDES. A Holder may separate the Preferred Securities Debentures or the appropriate Applicable Ownership Owner ship Interest of the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of an Income PRIDES by substituting for such Preferred Securities Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount equal to the aggregate Stated Amount of such Preferred Securities Debentures or for the appropriate Applicable Ownership Interest (as specified in clause (A) 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 fifth Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Preferred Securities 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, in each case by (a) depositing deposit ing with the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of the Preferred Securities Debentures comprising part of such Income PRIDES or for the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Income PRIDES, as the case may be, and (b) (i) by delivering cash in an amount equal to the excess of the Contract Adjustment Payments, if any, Payments that would have accrued since the last date that Contract Adjustment Payments, if any, Payments were made through to the date of substitution on the Growth PRIDES being created by the holder, over the Contract Adjustment Payments that have accrued over the same time period on the related Income PRIDES, which amount the Agent shall promptly remit to the Company, and (ii) transferring the related Income PRIDES to the Agent accompanied by a notice to the 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 Preferred Securities Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Income PRIDES, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C hereto. Upon receipt of the Treasury Securities described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Agent, on behalf of the Holder, Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having a corresponding aggregate Stated Amount of such Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly:described

ESTABLISHMENT OR REESTABLISHMENT OF GROWTH PRIDES. A Holder may separate the Preferred Securities Debentures or the appropriate Applicable Ownership Owner ship Interest of the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of an Income PRIDES by substituting for such Preferred Securities Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount equal to the aggregate Stated Amount of such Preferred Securities Debentures or for the appropriate Applicable Ownership Interest (as specified in clause (A) 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 fifth Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Preferred Securities 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, in each case by (a) depositing with the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of the Preferred Securities Debentures comprising part of such Income PRIDES or for the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Income PRIDES, as the case may be, and (b) (i) by delivering cash in an amount equal to the excess of the Contract Adjustment Payments, if any, Payments that would have accrued since the last date that Contract Adjustment Payments, if any, Payments were made through to the date of substitution on the Growth PRIDES being created by the holder, over the Contract Adjustment Payments that have accrued over the same time period on the related Income PRIDES, which amount the Agent shall promptly remit to the Company, and (ii) transferring the related Income PRIDES to the Agent accompanied by a notice to the 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 Preferred Securities Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, underlying such Income PRIDES, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C hereto. Upon receipt of the Treasury Securities described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Agent, on behalf of the Holder, Preferred Securities Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having a corresponding the appropriate aggregate Stated Amount principal amount in the case of such Preferred Securities Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly:

ESTABLISHMENT OR REESTABLISHMENT OF GROWTH PRIDES. A Subject to the last sentence of this paragraph, a Holder may of an Income PRIDES may, at any time on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, create or recreate a Growth PRIDES and separate the Preferred Securities Debt Security or the appropriate Applicable Ownership Interest of in the appropriate Treasury Portfolio, as applicable, from the related Purchase Contracts Contract in respect of an such Income PRIDES by substituting a Treasury Security for such Preferred Securities all, but not less than all, the Debt Securities, or the appropriate Applicable Ownership Interest of in the appropriate Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount equal to the aggregate Stated Amount that form a part of such Preferred Securities or for the appropriate Applicable Ownership Interest (as specified Income PRIDES in clause (A) accordance with this Section 3.13; provided, however, that if a successful remarketing of the definition Debt Securities has occurred on a Remarketing Date or a Special Event Redemption has occurred, Holders of such term) of the Treasury Portfolio, as applicable (a "Income PRIDES may make such Collateral Substitution"), Substitutions at any time from and after the date of this Agreement and on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Preferred Securities and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date Date. Holders may make Collateral Substitutions and establish Growth PRIDES (i) only in integral multiples of 40 Income PRIDES if only Debt Securities are being substituted by Treasury Securities, or (ii) only in integral multiples of 64,000 Income PRIDES (or such other number of Income PRIDES as may be determined by the case Remarketing Agent or the Quotation Agent following a successful remarketing of the appropriate Applicable Ownership Interest of Debt Securities or a Special Event Redemption, respectively, if the Treasury Portfolio, in each case by (a) depositing with Reset Date or the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of the Preferred Securities comprising part of such Income PRIDES or for the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Income PRIDESSpecial Event Redemption Date, as the case may be, is not an Interest Payment Date) if the Applicable Ownership Interests in the appropriate Treasury Portfolio are being substituted by Treasury Securities. To create (x) 40 Growth PRIDES (if a Special Event Redemption or a successful remarketing of the Debt Securities has not occurred and the Debt Securities remain a component of the Income PRIDES), or (by) (i) 64,000 Growth PRIDES or such other number of Growth PRIDES as may be determined by delivering cash in an amount equal to the Contract Adjustment PaymentsRemarketing Agent or the Quotation Agent following a successful remarketing of the Debt Securities or a Special Event Redemption, respectively, if any, that would have accrued since the last date that Contract Adjustment Payments, if any, were made through the date of substitution on the Growth PRIDES being created by the holder, which amount the Agent shall promptly remit to the Company, and (ii) transferring the related Income PRIDES to the Agent accompanied by a notice to the 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 Preferred Securities Reset Date or the appropriate Applicable Ownership Interest of the Treasury PortfolioSpecial Event Redemption Date, as the case may be, underlying such Income PRIDES, whereupon is not an Interest Payment Date (if a Special Event Redemption Date has occurred or the Agent shall promptly give such instruction to Remarketing Treasury Portfolio has replaced the Collateral Agent, substantially in the form of Exhibit C hereto. Upon receipt Debt Securities as a component of the Treasury Securities described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms Income PRIDES as a result of the Pledge Agreementa successful remarketing of such Debt Securities), the Collateral Agent will release to the Agent, on behalf of the Holder, Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having a corresponding aggregate Stated Amount of such Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly:Income PRIDES Holder shall

ESTABLISHMENT OR REESTABLISHMENT OF GROWTH PRIDES. A Holder may separate the Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, Shares from the related Purchase Contracts in respect of an Income PRIDES by substituting for such Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may beShares, Treasury Securities in an aggregate principal amount at maturity equal to the aggregate Stated Amount of such Preferred Securities or for the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable Shares (a "Collateral Substitution"), at any time from and after the date of this Agreement and on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Preferred Securities 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, in each case by (a) depositing with the Collateral Agent Treasury Securities having an aggregate principal amount at maturity equal to the aggregate Stated Amount of the Preferred Securities Shares comprising part of such Income PRIDES or for the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Income PRIDES, as the case may be, and (b) (i) by delivering cash in an amount equal to the Contract Adjustment Payments, if any, that would have accrued since the last date that Contract Adjustment Payments, if any, were made through the date of substitution on the Growth PRIDES being created by the holder, which amount the Agent shall promptly remit to the Company, and (ii) transferring the related Income PRIDES to the Agent accompanied by a notice to the 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 Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Shares underlying such Income PRIDES, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C hereto. Upon receipt of the Treasury Securities described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Agent, on behalf of the Holder, Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Shares having a corresponding aggregate Stated Amount of such Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Shares from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly:

ESTABLISHMENT OR REESTABLISHMENT OF GROWTH PRIDES. A Holder may separate the Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of an Income PRIDES by substituting for such Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount equal to the aggregate Stated Amount of such Preferred Securities or for the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable (a "Collateral Substitution")may, at any time from and after the date of this Agreement and on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date Date, create or recreate a Growth PRIDES and separate the Debt Security or the Applicable Ownership Interest in the case appropriate Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Income PRIDES by substituting a Treasury Security for the Debt Security, or the Applicable Ownership Interest in the appropriate Treasury Portfolio, that form a part of such Income PRIDES in accordance with this Section 3.13; provided, however, that if a successful remarketing of the Preferred Debt Securities and has occurred on a Remarketing Date or a Tax Event Redemption has occurred, Holders of such Income PRIDES may make such Collateral Substitutions at any time 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, in each case by (a) depositing with the Date. Holders may make Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of the Preferred Securities comprising part of such Income Substitutions and establish Growth PRIDES or for the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Income PRIDES, as the case may be, and (b) (i) only in integral multiples of 40 Income PRIDES if only Debt Securities are being substituted by delivering cash in an amount equal to the Contract Adjustment PaymentsTreasury Securities, if any, that would have accrued since the last date that Contract Adjustment Payments, if any, were made through the date of substitution on the Growth PRIDES being created by the holder, which amount the Agent shall promptly remit to the Company, and or (ii) transferring the related only in integral multiples of Income PRIDES to (or such other number of Income PRIDES as may be determined by the Reset Agent accompanied by upon a notice to successful remarketing of Debt Securities if the Agent, substantially Reset Date is not an Interest Payment Date) if the Applicable Ownership Interests in the form appropriate Treasury Portfolio are being substituted by Treasury Securities. To create 40 Growth PRIDES (if a Tax Event Redemption has not occurred and the Debt Securities remain a component of Exhibit D heretothe Income PRIDES), stating that or Growth PRIDES (or such other number of Growth PRIDES as may be determined by the Holder Reset Agent upon a successful remarketing of Debt Securities if the Reset Date is not an Interest Payment Date) (if a Tax Event Redemption has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Preferred Securities occurred or the appropriate Applicable Ownership Interest Remarketing Treasury Portfolio has replaced the Debt Securities as a component of the Treasury Portfolio, Income PRIDES as the case may be, underlying a result of a successful remarketing of such Income PRIDES, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C hereto. Upon receipt of the Treasury Securities described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge AgreementDebt Securities), the Collateral Agent will release to the Agent, on behalf of the Holder, Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having a corresponding aggregate Stated Amount of such Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly:Income PRIDES Holder shall

ESTABLISHMENT OR REESTABLISHMENT OF GROWTH PRIDES. A Holder may separate the Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, Shares from the related Purchase Contracts in respect of an Income PRIDES by substituting for such Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may beShares, Treasury Securities in an aggregate principal amount at maturity equal to the aggregate Stated Amount of such Preferred Securities or for the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable Shares (a "Collateral Substitution"), at any time from and after the date of this Agreement and on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Preferred Securities 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, in each case by (a) depositing with the Collateral Agent Treasury Securities having an aggregate principal amount at maturity equal to the aggregate Stated Amount of the Preferred Securities Shares comprising part of such Income PRIDES or and (b)(i) in the event that Contract Adjustment Payments are at a higher rate for the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Growth PRIDES than for Income PRIDES, as the case may be, and (b) (i) by delivering cash in an amount equal to the Contract Adjustment Paymentsexcess, if any, of the Contract Adjustment Payments that would have accrued since the last date that Contract Adjustment Payments, if any, were made Payment Date through the date of substitution on the Growth PRIDES being created by the holderHolder over the Contract Payment Adjustments on the related Income PRIDES over the same period, which amount the Agent shall promptly remit to the Company, and (ii) transferring the related Income PRIDES to the Agent accompanied by a notice to the 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 Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Shares underlying such Income PRIDES, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C hereto. Upon receipt of the Treasury Securities described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Agent, on behalf of the Holder, Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Shares having a corresponding aggregate Stated Amount of such Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Shares from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: