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

ESTABLISHMENT OR REESTABLISHMENT OF GROWTH PRIDES. A Holder of an Income PRIDES may, at any time on or prior to the fifth Business Day immediately preceding the Second Purchase Contract Settlement Date, create or recreate a Growth PRIDES and separate the Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Income PRIDES by substituting 3-Year Treasury Securities and 4- Year Treasury Securities for all, but not less than all, of the Series D Note and the Series E Note, respectively, or appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, that form a part of such Income PRIDES in accordance with this Section 3.13; provided, however, that such Collateral Substitutions may not be made during the period from the fifth Business Day immediately preceding the First Purchase Contract Settlement Date through the First Purchase Contract Settlement Date, except that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Income PRIDES, Holders of such Income PRIDES may make such Collateral Substitutions at any time on or prior to the second Business Day immediately preceding the Second Purchase Contract Settlement Date (but not during the period from the second Business Day immediately preceding the First Purchase Contract Settlement Date through the First Purchase Contract Settlement Date). Holders may make Collateral Substitutions (i) only in integral multiples of 40 Income PRIDES if Debt Securities are being substituted by Treasury Securities, or (ii) only in integral multiples of 1,600,000 Income PRIDES if the appropriate Applicable Ownership Interests in the Treasury Portfolio are being substituted by Treasury Securities. To create 40 Growth PRIDES (if a Tax Event Redemption has not occurred), or 1,600,000 Growth PRIDES (if a Tax Event Redemption has occurred), the Income PRIDES Holder shall (a) if a Tax Event Redemption has not occurred, (i) prior to the fifth Business Day preceding the First Purchase Contract Settlement Date, deposit with the Collateral Agent a 3-Year Treasury Security having a principal amount at maturity of $1,000 and a 4-Year Treasury Security having a principal amount at maturity of $1,000, or (ii) after the First Purchase Contract Settlement Date and prior to the fifth Business Day preceding the Second Purchase Contract Settlement Date, deposit with the Collateral Agent a 4-Year Treasury Security having a principal amount at maturity of $1,000; or (b) if a Tax Event Redemption has occurred, (i) prior to the second Business Day immediately preceding the First Purchase Contract Settlement Date, deposit with the Collateral Agent 3-Year Treasury Securities having an aggregate principal amount at maturity of $40,000,000 and 4- Year Treasury Securities having an aggregate principal amount at maturity of $40,000,000, or (ii) after the First Purchase Contract Settlement Date and prior to the second Business Day immediately preceding the Second Purchase Contract Settlement Date, 4-Year Treasury Securities having an aggregate principal amount at maturity of $40,000,000; and (c) in either case, (i) deliver cash to the Agent in an amount equal to the excess of the Contract Adjustment Payments that would have accrued on the Growth PRIDES being created by the Holder since the last Payment Date through the date of Collateral Substitution, over the Contract Adjustment Payments that have accrued over the same time period on the Income PRIDES being surrendered in connection with such Collateral Substitution, which amount the Agent shall promptly remit to the Company, and (ii) transfer the 40 Income PRIDES, or, in the event a Tax Event Redemption has occurred, 1,600,000 Income PRIDES, to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit B to the Pledge Agreement, stating that the Holder has transferred the relevant types and amounts of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the applicable Debt Securities or the appropriate Applicable Ownership Interest in 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 A to the Pledge Agreement. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release from the Pledge, to the Agent, on behalf of the Holder, Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, that had been components of such Income PRIDES, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Income PRIDES surrendered and transferred; (ii) transfer the Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, that had been components of such Income PRIDES to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Growth PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the canceled Income PRIDES. Holders who elect to separate the Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, from the related Purchase Contracts and to substitute Treasury Securities for such Debt Securities 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 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. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Income PRIDES or fails to deliver an Income PRIDES Certificate to the Agent after depositing the appropriate Treasury Securities with the Collateral Agent, the Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, constituting a part of such Income PRIDES, and any interest on such Debt Securities or distributions with respect to the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES is so transferred or the Income PRIDES Certificate is so delivered, as the case may be, or, until such Holder provides evidence satisfactory to the Company and the Agent that such Income PRIDES 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 underlying an Income PRIDES remains in effect, such Income PRIDES shall not be separable into its constituent parts, and the rights and obligations of the Holder in respect of the Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and Purchase Contract comprising such Income PRIDES may be acquired, and may be transferred and exchanged, only as an entire Income PRIDES.

ESTABLISHMENT OR REESTABLISHMENT OF GROWTH PRIDES. A Holder of an Income PRIDES may, at any time on or prior to the fifth Business Day immediately preceding the Second Purchase Contract Settlement Date, create or recreate a Growth PRIDES and separate the Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Income PRIDES by substituting 3-Year Treasury Securities and 4- 4-Year Treasury Securities for all, but not less than all, of the Series D Note and the Series E Note, respectively, or appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, that form a part of such Income PRIDES in accordance with this Section 3.13; provided, however, that such Collateral Substitutions may not be made during the period from the fifth Business Day immediately preceding the First Purchase Contract Settlement Date through the First Purchase Contract Settlement Date, except that if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Income PRIDES, Holders of such Income PRIDES may make such Collateral Substitutions at any time on or prior to the second Business Day immediately preceding the Second Purchase Contract Settlement Date (but not during the period from the second Business Day immediately preceding the First Purchase Contract Settlement Date through the First Purchase Contract Settlement Date). Holders may make Collateral Substitutions (i) only in integral multiples of 40 Income PRIDES if Debt Securities are being substituted by Treasury Securities, or (ii) only in integral multiples of 1,600,000 Income PRIDES if the appropriate Applicable Ownership Interests in the Treasury Portfolio are being substituted by Treasury Securities. To create 40 Growth PRIDES (if a Tax Event Redemption has not occurred), or 1,600,000 Growth PRIDES (if a Tax Event Redemption has occurred), the Income PRIDES Holder shall (a) if a Tax Event Redemption has not occurred, (i) prior to the fifth Business Day preceding the First Purchase Contract Settlement Date, deposit with the Collateral Agent a 3-Year Treasury Security having a principal amount at maturity of $1,000 and a 4-Year Treasury Security having a principal amount at maturity of $1,000, or (ii) after the First Purchase Contract Settlement Date and prior to the fifth Business Day preceding the Second Purchase Contract Settlement Date, deposit with the Collateral Agent a 4-Year Treasury Security having a principal amount at maturity of $1,000; or (b) if a Tax Event Redemption has occurred, (i) prior to the second Business Day immediately preceding the First Purchase Contract Settlement Date, deposit with the Collateral Agent 3-Year Treasury Securities having an aggregate principal amount at maturity of $40,000,000 and 4- Year Treasury Securities having an aggregate principal amount at maturity of $40,000,000, or (ii) after the First Purchase Contract Settlement Date and prior to the second Business Day immediately preceding the Second Purchase Contract Settlement Date, 4-Year Treasury Securities having an aggregate principal amount at maturity of $40,000,000; and (c) in either case, (i) deliver cash to the Agent in an amount equal to the excess of the Contract Adjustment Payments that would have accrued on the Growth PRIDES being created by the Holder since the last Payment Date through the date of Collateral Substitution, over the Contract Adjustment Payments that have accrued over the same time period on the Income PRIDES being surrendered in connection with such Collateral Substitution, which amount the Agent shall promptly remit to the Company, and (ii) transfer the 40 Income PRIDES, or, in the event a Tax Event Redemption has occurred, 1,600,000 Income PRIDES, to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit B to the Pledge Agreement, stating that the Holder has transferred the relevant types and amounts of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the applicable Debt Securities or the appropriate Applicable Ownership Interest in 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 A to the Pledge Agreement. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release from the Pledge, to the Agent, on behalf of the Holder, Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, that had been components of such Income PRIDES, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Income PRIDES surrendered and transferred; (ii) transfer the Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, that had been components of such Income PRIDES to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Growth PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the canceled Income PRIDES. Holders who elect to separate the Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, from the related Purchase Contracts and to substitute Treasury Securities for such Debt Securities 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 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. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Income PRIDES or fails to deliver an Income PRIDES Certificate to the Agent after depositing the appropriate Treasury Securities with the Collateral Agent, the Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, constituting a part of such Income PRIDES, and any interest on such Debt Securities or distributions with respect to the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES is so transferred or the Income PRIDES Certificate is so delivered, as the case may be, or, until such Holder provides evidence satisfactory to the Company and the Agent that such Income PRIDES 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 underlying an Income PRIDES remains in effect, such Income PRIDES shall not be separable into its constituent parts, and the rights and obligations of the Holder in respect of the Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and Purchase Contract comprising such Income PRIDES may be acquired, and may be transferred and exchanged, only as an entire Income PRIDES.

ESTABLISHMENT OR REESTABLISHMENT OF GROWTH PRIDES. A Subject to the last sentence of this paragraph, a Holder of an Income PRIDES may, at any time on or prior to the fifth seventh Business Day immediately preceding the Second Purchase Contract Settlement Date, create or recreate a Growth PRIDES and separate the Debt Securities Security or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Income PRIDES by substituting 3-Year a Treasury Securities and 4- Year Treasury Securities Security for all, but not less than all, of the Series D Note and the Series E Note, respectivelyDebt Securities, or appropriate the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, that form a part of such Income PRIDES in accordance with this Section 3.13; provided, however, that such Collateral Substitutions may not be made during the period from the fifth Business Day immediately preceding the First Purchase Contract Settlement Date through the First Purchase Contract Settlement Date, except that if a Tax successful remarketing of the Debt Securities has occurred on a Remarketing Date or a Special Event Redemption has occurred and the Treasury Portfolio has become a component of the Income PRIDESoccurred, Holders of such Income PRIDES may make such Collateral Substitutions at any time on or prior to the second Business Day immediately preceding the Second Purchase Contract Settlement Date (but not during the period from the second Business Day immediately preceding the First Purchase Contract Settlement Date through the First Purchase Contract Settlement 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 1,600,000 64,000 Income PRIDES (or such other number of Income PRIDES as may be determined by the Remarketing Agent or the Quotation Agent following a successful remarketing of the Debt Securities or a Special Event Redemption, respectively, if the appropriate Reset Date or the Special 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 Tax Special Event Redemption or a successful remarketing of the Debt Securities has not occurredoccurred and the Debt Securities remain a component of the Income PRIDES), or 1,600,000 (y) 64,000 Growth PRIDES or such other number of Growth PRIDES as may be determined by the Remarketing Agent or the Quotation Agent following a successful remarketing of the Debt Securities or a Special Event Redemption, respectively, if the Reset Date or the Special Event Redemption Date, as the case may be, is not an Interest Payment Date (if a Tax Special Event Redemption Date has occurredoccurred or the Remarketing Treasury Portfolio has replaced the Debt Securities as a component of the Income PRIDES as a result of a successful remarketing of such Debt Securities), the Income PRIDES Holder shall (a) if a Tax Event Redemption Treasury Portfolio has not occurredreplaced any Debt Securities as a component of Income PRIDES as a result of a successful remarketing of the Debt Securities or a Special Event Redemption, (i) on or prior to the fifth seventh Business Day immediately preceding the First Purchase Contract Settlement Date, deposit with the Collateral Agent a 3-Year Treasury Security having a principal amount at maturity of $1,000 and or (b) if a 4-Year Treasury Security having Portfolio has replaced the Debt Securities as a principal amount at maturity component of $1,000Income PRIDES as a result of a successful remarketing of the Debt Securities or a Special Event Redemption, on or (ii) after the First Purchase Contract Settlement Date and prior to the fifth second Business Day immediately preceding the Second Purchase Contract Settlement Date, deposit with the Collateral Agent a 4-Year Treasury Security having a principal amount at maturity of $1,000; or (b) if a Tax Event Redemption has occurred, (i) prior to the second Business Day immediately preceding the First Purchase Contract Settlement Date, deposit with the Collateral Agent 3-Year Treasury Securities having an aggregate principal amount at maturity of $40,000,000 and 4- Year Treasury Securities having an aggregate principal amount at maturity 1,600,000 (or $25 multiplied by such number of $40,000,000, Income PRIDES as may be determined by the Remarketing Agent or the Quotation Agent as described in clause (ii) after the First Purchase Contract Settlement Date and prior to the second Business Day immediately preceding the Second Purchase Contract Settlement Date, 4-Year Treasury Securities having an aggregate principal amount at maturity of $40,000,000above); and (c) in either each case, (i) deliver cash to transfer and surrender the Agent in an amount equal to the excess of the Contract Adjustment Payments that would have accrued on the Growth PRIDES being created by the Holder since the last Payment Date through the date of Collateral Substitution, over the Contract Adjustment Payments that have accrued over the same time period on the Income PRIDES being surrendered in connection with such Collateral Substitution, which amount the Agent shall promptly remit to the Company, and (ii) transfer the related 40 Income PRIDES, or, in the event a Tax Treasury Portfolio is a component of Income PRIDES, 64,000 Income PRIDES (or such other number of Income PRIDES as may be determined by the Remarketing Agent or the Quotation Agent following a successful remarketing of the Debt Securities or a Special Event Redemption, respectively, if the Reset Date or the Special Event Redemption has occurredDate, 1,600,000 Income PRIDESas the case may be, is not an Interest Payment Date), to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit B to the Pledge Agreement, stating that the Holder has transferred the relevant types and amounts of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the applicable Debt Securities or the appropriate Applicable Ownership Interest in the appropriate 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 A to the Pledge Agreement. Unless a successful remarketing of the Debt Securities or a Special Event Redemption has previously occurred, Holders of Income PRIDES shall not be permitted to effect Collateral Substitutions in accordance with the provisions of this Section 3.13 during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates comprising a Three-Day Remarketing Period and ending on and including the Reset Date relating to a successful remarketing or, if none of the remarketings during such Three-Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three-Day Remarketing Period. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release from the Pledge, to the Agent, on behalf of the Holder, Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, that had been components of such Income PRIDES, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Income PRIDES surrendered and transferred; (ii) transfer the Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, that had been components of such Income PRIDES to the Holder; (iii) if the Growth PRIDES are established following a Reset Date which is not also a Payment Date but prior to the close of Business on the Record Date relating to the Payment Date next succeeding such Reset Date, pay to the Holder, in accordance with the provisions of the last sentence of Section 4.1, the interest accrued on the Debt Securities that had been components of such Income PRIDES from the Interest Payment Date preceding such Reset Date to but excluding such Reset Date; and (iiiiv) authenticate, execute on behalf of such Holder and deliver a Growth PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the canceled cancelled Income PRIDES. Holders who elect to separate the Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, from the related Purchase Contracts and to substitute Treasury Securities for such Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Income PRIDES or fails to deliver an Income PRIDES Certificate to the Agent after depositing the appropriate Treasury Securities with the Collateral Agent, the Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, constituting a part of such Income PRIDES, and any interest on such Debt Securities or distributions with respect to the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES is so transferred or the Income PRIDES Certificate is so delivered, as the case may be, or, until such Holder provides evidence satisfactory to the Company and the Agent that such Income PRIDES 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 underlying an Income PRIDES remains in effect, such Income PRIDES shall not be separable into its constituent parts, and the rights and obligations of the Holder in respect of the Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, and Purchase Contract comprising such Income PRIDES may be acquired, and may be transferred and exchanged, only as an entire Income PRIDES.

ESTABLISHMENT OR REESTABLISHMENT OF GROWTH PRIDES. A Subject to the last sentence of this paragraph, a Holder of an Income PRIDES may, at any time on or prior to the fifth seventh Business Day immediately preceding the Second Purchase Contract Settlement Date, create or recreate a Growth PRIDES and separate the Debt Securities Security or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Income PRIDES by substituting 3-Year a Treasury Securities and 4- Year Treasury Securities Security for all, but not less than all, of the Series D Note and the Series E Note, respectivelyDebt Securities, or appropriate the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, that form a part of such Income PRIDES in accordance with this Section 3.13; provided, however, that such Collateral Substitutions may not be made during the period from the fifth Business Day immediately preceding the First Purchase Contract Settlement Date through the First Purchase Contract Settlement Date, except that if a Tax successful remarketing of the Debt Securities has occurred on a Remarketing Date or a Special Event Redemption has occurred and the Treasury Portfolio has become a component of the Income PRIDESoccurred, Holders of such Income PRIDES may make such Collateral Substitutions at any time on or prior to the second Business Day immediately preceding the Second Purchase Contract Settlement Date (but not during the period from the second Business Day immediately preceding the First Purchase Contract Settlement Date through the First Purchase Contract Settlement 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 1,600,000 _____ Income PRIDES (or such other number of Income PRIDES as may be determined by the Remarketing Agent or the Quotation Agent following a successful remarketing of the Debt Securities or a Special Event Redemption, respectively, if the appropriate Reset Date or the Special 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 Tax Special Event Redemption or a successful remarketing of the Debt Securities has not occurredoccurred and the Debt Securities remain a component of the Income PRIDES), or 1,600,000 (y) _____ Growth PRIDES or such other number of Growth PRIDES as may be determined by the Remarketing Agent or the Quotation Agent following a successful remarketing of the Debt Securities or a Special Event Redemption, respectively, if the Reset Date or the Special Event Redemption Date, as the case may be, is not an Interest Payment Date (if a Tax Special Event Redemption Date has occurredoccurred or the Remarketing Treasury Portfolio has replaced the Debt Securities as a component of the Income PRIDES as a result of a successful remarketing of such Debt Securities), the Income PRIDES Holder shall (a) if a Tax Event Redemption Treasury Portfolio has not occurredreplaced any Debt Securities as a component of Income PRIDES as a result of a successful remarketing of the Debt Securities or a Special Event Redemption, (i) on or prior to the fifth seventh Business Day immediately preceding the First Purchase Contract Settlement Date, deposit with the Collateral Agent a 3-Year Treasury Security having a principal amount at maturity of $1,000 and or (b) if a 4-Year Treasury Security having Portfolio has replaced the Debt Securities as a principal amount at maturity component of $1,000Income PRIDES as a result of a successful remarketing of the Debt Securities or a Special Event Redemption, on or (ii) after the First Purchase Contract Settlement Date and prior to the fifth second Business Day immediately preceding the Second Purchase Contract Settlement Date, deposit with the Collateral Agent a 4-Year Treasury Security having a principal amount at maturity of $1,000; or (b) if a Tax Event Redemption has occurred, (i) prior to the second Business Day immediately preceding the First Purchase Contract Settlement Date, deposit with the Collateral Agent 3-Year Treasury Securities having an aggregate principal amount at maturity of $40,000,000 and 4- Year Treasury Securities having an aggregate principal amount at maturity ____ (or $25 multiplied by such number of $40,000,000, Income PRIDES as may be determined by the Remarketing Agent or the Quotation Agent as described in clause (ii) after the First Purchase Contract Settlement Date and prior to the second Business Day immediately preceding the Second Purchase Contract Settlement Date, 4-Year Treasury Securities having an aggregate principal amount at maturity of $40,000,000above); and (c) in either each case, (i) deliver cash to transfer and surrender the Agent in an amount equal to the excess of the Contract Adjustment Payments that would have accrued on the Growth PRIDES being created by the Holder since the last Payment Date through the date of Collateral Substitution, over the Contract Adjustment Payments that have accrued over the same time period on the Income PRIDES being surrendered in connection with such Collateral Substitution, which amount the Agent shall promptly remit to the Company, and (ii) transfer the related 40 Income PRIDES, or, in the event a Tax Treasury Portfolio is a component of Income PRIDES, ______ Income PRIDES (or such other number of Income PRIDES as may be determined by the Remarketing Agent or the Quotation Agent following a successful remarketing of the Debt Securities or a Special Event Redemption, respectively, if the Reset Date or the Special Event Redemption has occurredDate, 1,600,000 Income PRIDESas the case may be, is not an Interest Payment Date), to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit B to the Pledge Agreement, stating that the Holder has transferred the relevant types and amounts of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the applicable Debt Securities or the appropriate Applicable Ownership Interest in the appropriate 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 A to the Pledge Agreement. Unless a successful remarketing of the Debt Securities or a Special Event Redemption has previously occurred, Holders of Income PRIDES shall not be permitted to effect Collateral Substitutions in accordance with the provisions of this Section 3.13 during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates comprising a Three-Day Remarketing Period and ending on and including the Reset Date relating to a successful remarketing or, if none of the remarketings during such Three-Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three-Day Remarketing Period. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release from the Pledge, to the Agent, on behalf of the Holder, Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, that had been components of such Income PRIDES, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Income PRIDES surrendered and transferred; (ii) transfer the Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, that had been components of such Income PRIDES to the Holder; (iii) if the Growth PRIDES are established following a Reset Date which is not also a Payment Date but prior to the close of Business on the Record Date relating to the Payment Date next succeeding such Reset Date, pay to the Holder, in accordance with the provisions of the last sentence of Section 4.1, the interest accrued on the Debt Securities that had been components of such Income PRIDES from the Interest Payment Date preceding such Reset Date to but excluding such Reset Date; and (iiiiv) authenticate, execute on behalf of such Holder and deliver a Growth PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the canceled cancelled Income PRIDES. Holders who elect to separate the Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, from the related Purchase Contracts and to substitute Treasury Securities for such Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Income PRIDES or fails to deliver an Income PRIDES Certificate to the Agent after depositing the appropriate Treasury Securities with the Collateral Agent, the Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, constituting a part of such Income PRIDES, and any interest on such Debt Securities or distributions with respect to the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES is so transferred or the Income PRIDES Certificate is so delivered, as the case may be, or, until such Holder provides evidence satisfactory to the Company and the Agent that such Income PRIDES 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 underlying an Income PRIDES remains in effect, such Income PRIDES shall not be separable into its constituent parts, and the rights and obligations of the Holder in respect of the Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, and Purchase Contract comprising such Income PRIDES may be acquired, and may be transferred and exchanged, only as an entire Income PRIDES.

ESTABLISHMENT OR REESTABLISHMENT OF GROWTH PRIDES. A Holder of an Income PRIDES may, at any time on or prior to the fifth Business Day immediately preceding the Second Purchase Contract Settlement Date, create or recreate a Growth PRIDES and separate the Debt Securities Security or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Income PRIDES by substituting 3-Year a Treasury Securities and 4- Year Treasury Securities Security for all, but not less than all, of the Series D Note and the Series E Note, respectivelyDebt Security, or appropriate the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, that form a part of such Income PRIDES in accordance with this Section 3.13; provided, however, that such Collateral Substitutions may not be made during if a successful remarketing of the period from the fifth Business Day immediately preceding the First Purchase Contract Settlement Debt Securities has occurred on a Remarketing Date through the First Purchase Contract Settlement Date, except that if or a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Income PRIDESoccurred, Holders of such Income PRIDES may make such Collateral Substitutions at any time on or prior to the second Business Day immediately preceding the Second Purchase Contract Settlement Date (but not during the period from the second Business Day immediately preceding the First Purchase Contract Settlement Date through the First Purchase Contract Settlement 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 1,600,000 Income PRIDES (or such other number of Income PRIDES as may be determined by the Reset Agent upon a successful remarketing of Debt Securities if the appropriate Reset Date is not an Interest Payment Date) if the Applicable Ownership Interests in the appropriate Treasury Portfolio are being substituted by Treasury Securities. To create 40 Growth PRIDES (if a Tax Event Redemption has not occurredoccurred and the Debt Securities remain a component of the Income PRIDES), or 1,600,000 Growth PRIDES (or such other number of Growth PRIDES as may be determined by the 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 occurredoccurred or the Remarketing Treasury Portfolio has replaced the Debt Securities as a component of the Income PRIDES as a result of a successful remarketing of such Debt Securities), the Income PRIDES Holder shall (a) if a Treasury Portfolio has not replaced any Debt Securities as a component of Income PRIDES as a result of a successful remarketing of the Debt Securities or a Tax Event Redemption has not occurred, (i) prior to the fifth Business Day preceding the First Purchase Contract Settlement DateRedemption, deposit with the Collateral Agent a 3-Year Treasury Security having a principal amount at maturity of $1,000 and a 4-Year Treasury Security having a principal amount at maturity of $1,000, or (ii) after the First Purchase Contract Settlement Date and prior to the fifth Business Day preceding the Second Purchase Contract Settlement Date, deposit with the Collateral Agent a 4-Year Treasury Security having a principal amount at maturity of $1,000; or (b) if a Treasury Portfolio has replaced the Debt Securities as a component of Income PRIDES as a result of a successful remarketing of the Debt Securities or a Tax Event Redemption has occurredRedemption, (i) on or prior to the second Business Day immediately preceding the First Purchase Contract Settlement Date, deposit with the Collateral Agent 3-Year Treasury Securities having an aggregate principal amount at maturity of $40,000,000 and 4- Year Treasury Securities having an aggregate principal amount at maturity of $40,000,000, or (ii) after the First Purchase Contract Settlement Date and prior to the second Business Day immediately preceding the Second Purchase Contract Settlement Date, 4-Year Treasury Securities having an aggregate principal amount at maturity of $40,000,000$ ; and (c) in either each case, (i) deliver cash to transfer and surrender the Agent in an amount equal to the excess of the Contract Adjustment Payments that would have accrued on the Growth PRIDES being created by the Holder since the last Payment Date through the date of Collateral Substitution, over the Contract Adjustment Payments that have accrued over the same time period on the Income PRIDES being surrendered in connection with such Collateral Substitution, which amount the Agent shall promptly remit to the Company, and (ii) transfer the related 40 Income PRIDES, or, in the event a Tax Event Redemption has occurred, 1,600,000 Treasury Portfolio is a component of Income PRIDES, Income PRIDES (or such other number of Income PRIDES as may be determined by the Reset Agent upon a successful remarketing of Debt Securities if the Reset Date is not an Interest Payment Date), to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit B to the Pledge Agreement, stating that the Holder has transferred the relevant types and amounts of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the applicable Debt Securities or the appropriate Applicable Ownership Interest in the appropriate 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 A to the Pledge Agreement. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release from the Pledge, to the Agent, on behalf of the Holder, Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, that had been components of such Income PRIDES, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Income PRIDES surrendered and transferred; (ii) transfer the Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, that had been components of such Income PRIDES to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Growth PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the canceled cancelled Income PRIDES. Holders who elect to separate the Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, from the related Purchase Contracts and to substitute Treasury Securities for such Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Income PRIDES or fails to deliver an Income PRIDES Certificate to the Agent after depositing the appropriate Treasury Securities with the Collateral Agent, the Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, constituting a part of such Income PRIDES, and any interest on such Debt Securities or distributions with respect to the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES is so transferred or the Income PRIDES Certificate is so delivered, as the case may be, or, until such Holder provides evidence satisfactory to the Company and the Agent that such Income PRIDES 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 underlying an Income PRIDES remains in effect, such Income PRIDES shall not be separable into its constituent parts, and the rights and obligations of the Holder in respect of the Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, and Purchase Contract comprising such Income PRIDES may be acquired, and may be transferred and exchanged, only as an entire Income PRIDES.

ESTABLISHMENT OR REESTABLISHMENT OF GROWTH PRIDES. A Holder of an Income PRIDES may, at any time on or prior to the fifth Business Day immediately preceding the Second Purchase Contract Settlement Date, create or recreate a Growth PRIDES and separate the Debt Securities Security or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Income PRIDES by substituting 3-Year a Treasury Securities and 4- Year Treasury Securities Security for all, but not less than all, of the Series D Note and the Series E Note, respectivelyDebt Securities, or appropriate the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, that form a part of such Income PRIDES in accordance with this Section 3.13; provided, however, that such Collateral Substitutions may not be made during if a successful remarketing of the period from the fifth Business Day immediately preceding the First Purchase Contract Settlement Debt Securities has occurred on a Remarketing Date through the First Purchase Contract Settlement Date, except that if or a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Income PRIDESoccurred, Holders of such Income PRIDES may make such Collateral Substitutions at any time on or prior to the second Business Day immediately preceding the Second Purchase Contract Settlement Date (but not during the period from the second Business Day immediately preceding the First Purchase Contract Settlement Date through the First Purchase Contract Settlement 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 1,600,000 32,000 Income PRIDES (or such other number of Income PRIDES as may be determined by the Reset Agent upon a successful remarketing of Debt Securities if the appropriate Reset Date is not an Interest Payment Date) if the Applicable Ownership Interests in the appropriate Treasury Portfolio are being substituted by Treasury Securities. To create 40 Growth PRIDES (if a Tax Event Redemption has not occurredoccurred and the Debt Securities remain a component of the Income PRIDES), or 1,600,000 32,000 Growth PRIDES, or such other number of Growth PRIDES as may be determined by the 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 occurredoccurred or the Remarketing Treasury Portfolio has replaced the Debt Securities as a component of the Income PRIDES as a result of a successful remarketing of such Debt Securities), the Income PRIDES Holder shall (a) if a Treasury Portfolio has not replaced any Debt Securities as a component of Income PRIDES as a result of a successful remarketing of the Debt Securities or a Tax Event Redemption has not occurredRedemption, (i) on or prior to the fifth Business Day immediately preceding the First Purchase Contract Settlement Date, deposit with the Collateral Agent a 3-Year Treasury Security having a principal amount at maturity of $1,000 and or (b) if a 4-Year Treasury Security having Portfolio has replaced the Debt Securities as a principal amount at maturity component of $1,000Income PRIDES as a result of a successful remarketing of the Debt Securities or a Tax Event Redemption, on or (ii) after the First Purchase Contract Settlement Date and prior to the fifth second Business Day immediately preceding the Second Purchase Contract Settlement Date, deposit with the Collateral Agent a 4-Year Treasury Security having a principal amount at maturity of $1,000; or (b) if a Tax Event Redemption has occurred, (i) prior to the second Business Day immediately preceding the First Purchase Contract Settlement Date, deposit with the Collateral Agent 3-Year Treasury Securities having an aggregate principal amount at maturity of $40,000,000 and 4- Year Treasury Securities having an aggregate principal amount at maturity 800,000 (or $25 multiplied by such number of $40,000,000, or Income PRIDES as may be determined by the Reset Agent as described in (ii) after the First Purchase Contract Settlement Date and prior to the second Business Day immediately preceding the Second Purchase Contract Settlement Date, 4-Year Treasury Securities having an aggregate principal amount at maturity of $40,000,000above); and (c) in either each case, (i) deliver cash to transfer and surrender the Agent in an amount equal to the excess of the Contract Adjustment Payments that would have accrued on the Growth PRIDES being created by the Holder since the last Payment Date through the date of Collateral Substitution, over the Contract Adjustment Payments that have accrued over the same time period on the Income PRIDES being surrendered in connection with such Collateral Substitution, which amount the Agent shall promptly remit to the Company, and (ii) transfer the related 40 Income PRIDES, or, in the event a Tax Event Redemption has occurred, 1,600,000 Treasury Portfolio is a component of Income PRIDES, 32,000 Income PRIDES (or such other number of Income PRIDES as may be determined by the Reset Agent upon a successful remarketing of Debt Securities if the Reset Date is not an Interest Payment Date), to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit B to the Pledge Agreement, stating that the Holder has transferred the relevant types and amounts of Treasury Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the applicable Debt Securities or the appropriate Applicable Ownership Interest in the appropriate 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 A to the Pledge Agreement. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release from the Pledge, to the Agent, on behalf of the Holder, Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, that had been components of such Income PRIDES, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Income PRIDES surrendered and transferred; (ii) transfer the Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, that had been components of such Income PRIDES to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Growth PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the canceled cancelled Income PRIDES. Holders who elect to separate the Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, from the related Purchase Contracts and to substitute Treasury Securities for such Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Income PRIDES or fails to deliver an Income PRIDES Certificate to the Agent after depositing the appropriate Treasury Securities with the Collateral Agent, the Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, constituting a part of such Income PRIDES, and any interest on such Debt Securities or distributions with respect to the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES is so transferred or the Income PRIDES Certificate is so delivered, as the case may be, or, until such Holder provides evidence satisfactory to the Company and the Agent that such Income PRIDES 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 underlying an Income PRIDES remains in effect, such Income PRIDES shall not be separable into its constituent parts, and the rights and obligations of the Holder in respect of the Debt Securities or the appropriate Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, and Purchase Contract comprising such Income PRIDES may be acquired, and may be transferred and exchanged, only as an entire Income PRIDES.