Common use of Reestablishment of Income PRIDES Clause in Contracts

Reestablishment of Income PRIDES. A Holder of a Growth PRIDES may create or recreate Income PRIDES at any time (i) on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and (ii) on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of the Income PRIDES, in each case by (a) depositing with the Collateral Agent Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having an aggregate principal amount in the case of the Senior Notes, or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, equal to the aggregate principal amount of the Treasury Securities comprising part of the Growth PRIDES and (b) transferring the related Growth 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 Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Treasury Securities underlying such Growth 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 Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, 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, the Treasury Securities having a corresponding aggregate principal amount from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Growth PRIDES; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Income PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Growth PRIDES. Holders of Growth PRIDES may reestablish Income PRIDES in integral multiples of 40 Growth PRIDES for the same multiple of 40 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and in integral multiples of 8,000 Growth PRIDES for 8,000 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has occurred. In the event a Holder re-establishing Income PRIDES pursuant to this Section 3.14 fails to effect a book-entry transfer of the Growth PRIDES or fails to deliver a Growth PRIDES Certificate(s) to the Agent after depositing Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Treasury Securities constituting a part of such Growth PRIDES shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Growth PRIDES are so transferred or the Growth PRIDES Certificate is so delivered, as the case may be, or, with respect to a Growth PRIDES Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Growth PRIDES remains in effect, such Growth PRIDES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Growth PRIDES in respect of the Treasury Security and Purchase Contract comprising such Growth PRIDES may be acquired, and may be transferred and exchanged, only as a Growth PRIDES.

Reestablishment of Income PRIDES. A Holder of a Growth PRIDES may create or recreate Income PRIDES at any time (i) on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and (ii) on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of the recreate Income PRIDES, in each case PRIDES by (a) depositing with the Collateral Agent Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Preferred Securities having an aggregate principal stated liquidation amount in the case of the Senior Notes, or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, equal to the aggregate principal amount of the Treasury Securities comprising part of relating to the Growth PRIDES (and in any event having an aggregate stated liquidation amount in an integral multiple of $1,000) and (b) transferring the related Growth 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 Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Preferred Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Treasury Securities underlying relating to such Growth 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 Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Preferred 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 effect the release to the Agent, on behalf of the Holder, the Treasury Securities having a corresponding aggregate principal amount from the Pledge, Pledge to the Agent free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Growth PRIDES; (ii) transfer the such Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Income PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Growth PRIDES. Holders of Growth PRIDES may reestablish Income PRIDES only in integral multiples of 40 20 Growth PRIDES for the same multiple of 40 20 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and in integral multiples of 8,000 Growth PRIDES for 8,000 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has occurred. In the event a Holder re-establishing Income PRIDES pursuant to this Section 3.14 fails to effect a book-entry transfer of the Growth PRIDES or fails to deliver a Growth PRIDES Certificate(s) to the Agent after depositing Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Treasury Securities constituting a part of such Growth PRIDES shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Growth PRIDES are so transferred or the Growth PRIDES Certificate is so delivered, as the case may be, or, with respect to a Growth PRIDES Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the CompanyPRIDES. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Growth PRIDES remains in effect, such Growth PRIDES shall not be separable sepa- rable into its constituent parts and the rights and obligations of the Holder of such Growth PRIDES in respect of the related Treasury Security and the Purchase Contract comprising such Growth PRIDES may be acquired, and may be transferred and exchanged, exchanged only as a Growth PRIDES.

Reestablishment of Income PRIDES. A Subject to the conditions set forth in this Agreement, a Holder of a Growth PRIDES may create or recreate reestablish Income PRIDES at any time (i) on or prior to or on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and by: (ii) on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of the Income PRIDES, in each case by (a1) depositing with the Collateral Agent Senior Notes Securities Intermediary Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury PortfolioNotes, as the case may be, having an aggregate principal liquidation amount (in the case of Preferred Securities) or aggregate principal amount (in the Senior case of Notes, or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio), as the case may be, equal to the aggregate principal amount at maturity of the Treasury Securities comprising part of the Growth PRIDES and PRIDES; and (b2) transferring the related Growth PRIDES to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury PortfolioNotes, as the case may be, to the Collateral Agent Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Growth PRIDES, whereupon the Purchase Contract Agent shall promptly give provide an instruction to such instruction effect to the Collateral Agent, substantially in the form of Exhibit C heretoto the Pledge Agreement. Upon receipt of the Senior Notes Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury PortfolioNotes, as the case may be, described in clause (a1) above and the instruction described in clause (b2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release to the Agent, on behalf of the Holder, the Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge, free and clear of the Company's security interest therein, and upon the transfer to the Purchase Contract Agent on behalf of the Holder. Upon receipt thereof thereof, the Purchase Contract Agent shall promptly: (i) cancel the related Growth PRIDES; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Income PRIDES Certificate executed by the Company in accordance with Section 3.3 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Growth PRIDES. Holders who elect to reestablish Income PRIDES shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the reestablishment, and the Company shall not be responsible for any such fees or expenses. Holders of Growth PRIDES may only reestablish Income PRIDES in integral multiples of 40 20 Growth PRIDES for the same multiple of 40 Income PRIDES if PRIDES. If a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and Holders may convert their Growth PRIDES into Income PRIDES by making Collateral Substitutions at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in integral multiples of 8,000 80,000 Growth PRIDES for 8,000 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has occurred. In the event a Holder re-establishing Income PRIDES pursuant to this Section 3.14 fails to effect a book-entry transfer of the Growth PRIDES or fails to deliver a Growth PRIDES Certificate(s) to the Agent after depositing Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Treasury Securities constituting a part of such Growth PRIDES shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Growth PRIDES are so transferred or the Growth PRIDES Certificate is so delivered, as the case may be, or, with respect to a Growth PRIDES Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the CompanyPrides. Except as provided in this Section 3.143.14 or in connection with a Cash Settlement, for so long as the Purchase Contract underlying a Growth PRIDES remains in effect, such Growth PRIDES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Growth PRIDES in respect of the 1/20 of a Treasury Security and the Purchase Contract comprising such Growth PRIDES may be acquired, and may be transferred and exchanged, only as a Growth PRIDES.

Reestablishment of Income PRIDES. A Subject to the last sentence of this paragraph, a Holder of a Growth PRIDES may create or recreate Income PRIDES may, at any time (i) on or prior to the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date, recreate an Income PRIDES by depositing with the Collateral Agent a Debt Security or the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, having an aggregate principal amount equal to the aggregate principal amount at maturity of, and in substitution for all, but not less than all, of the Treasury Securities comprising part of a Growth PRIDES in accordance with this Section 3.14; provided, however, that if a Tax Event Redemption 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 Successful Initial Remarketing has not occurredSpecial Event Redemption, such Collateral Substitutions may be made at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Holders of Growth PRIDES may make such Collateral Substitutions and establish Income PRIDES (i) only in integral multiples of 40 Growth PRIDES if Treasury Securities are being replaced by only Debt Securities, or (ii) only in integral multiples of 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 any Treasury Security is being replaced by the Applicable Ownership Interest in the appropriate Treasury Portfolio. To create (x) 40 Income PRIDES (if a Special Event Redemption has not occurred and the Debt Securities remain components of Income PRIDES), or (y) 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 Date, as the case may be, is not an Interest Payment Date (if a Special Event Redemption has occurred or the Remarketing Treasury Portfolio has replaced the Debt Securities as a result of a successful remarketing of such Debt Securities), the Growth PRIDES Holder shall (a) if a Treasury Portfolio has not replaced the Debt Securities as a component of Income PRIDES as a result of a successful remarketing of the Debt Securities or a Special Event Redemption, on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent $1,000 in aggregate principal amount of Debt Securities; 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 Special Event Redemption, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, (1) deposit with the Collateral Agent, for each 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 a Tax the Reset Date or the Special Event Redemption or a Successful Initial Remarketing has occurred and Date, as the case may be, is not an Interest Payment Date) being created by the Holder, the Applicable Ownership Interest in the Treasury Portfolio has become having an aggregate principal amount of $1,600,000 (or $25 multiplied by such number of Growth PRIDES as may be determined by the Remarketing Agent or the Quotation Agent as described in clause (ii) above), and (2) if the Income PRIDES are reestablished following a Reset Date which is not also a Payment Date but prior to the close of business on the Record Date related to the Payment Date next succeeding such Reset Date, deposit with the Collateral Agent cash in an amount equal to the interest accrued on the Debt Securities that would have been a component of the Income PRIDES to be created from the Interest Payment Date next preceding the Reset Date to but excluding the Reset Date; and (c) in each case, transfer and surrender the related 40 Growth PRIDES, or in each case the event the Treasury Portfolio is a component of Income PRIDES, 64,000 Income PRIDES (or such other number of Income PRIDES as may be determined by (a) depositing with the Collateral Remarketing Agent Senior Notes or the appropriate Applicable Ownership Interest Quotation Agent following a successful remarketing of the Treasury PortfolioDebt Securities or a Special Event Redemption, respectively, if the Reset Date or the Special Event Redemption Date, as the case may be, having is not an aggregate principal amount in the case of the Senior NotesInterest Payment Date), or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, equal to the aggregate principal amount of the Treasury Securities comprising part of the Growth PRIDES and (b) transferring the related Growth PRIDES to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit D heretoB to the Pledge Agreement, stating that the Holder has transferred the relevant amount of Senior Notes Debt Securities or the appropriate Applicable Ownership Interest of in the appropriate Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Treasury Securities underlying such Growth PRIDES, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C heretoA to the Pledge Agreement. Unless a successful remarketing of the Debt Securities or a Special Event Redemption has previously occurred, Holders of Growth PRIDES shall not be permitted to effect Collateral Substitutions in accordance with the provisions of this Section 3.14 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 Senior Notes Debt Securities or the appropriate Applicable Ownership Interest of in the appropriate Treasury Portfolio, as the case may be, described in clause (a) or (b) above and the instruction instructions described in clause (bc) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will effect the release to the Agent, on behalf of the Holder, the Treasury Securities having a corresponding aggregate principal amount from the Pledge, Pledge to the Agent free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Growth PRIDESPRIDES surrendered and transferred; (ii) transfer the Treasury Securities that had been components of such Growth PRIDES to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Income PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Growth PRIDES. Holders who elect to separate Treasury Securities from the related Purchase Contract and to substitute Debt Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, for such Treasury Securities shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of Growth PRIDES may reestablish Income PRIDES in integral multiples of 40 Growth PRIDES for the same multiple of 40 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has not occurredsubstitution, and in integral multiples of 8,000 Growth PRIDES the Company shall not be responsible for 8,000 Income PRIDES if a Tax Event Redemption any such fees or a Successful Initial Remarketing has occurredexpenses. In the event a Holder re-establishing Income PRIDES making a Collateral Substitution pursuant to this Section 3.14 fails to effect a book-entry transfer of the Growth PRIDES or fails to deliver a Growth PRIDES Certificate(s) Certificate to the Agent after depositing Senior Notes the Debt Securities or the appropriate Applicable Ownership Interest of in the appropriate Treasury Portfolio, as the case may be, Portfolio with the Collateral Agent, the Treasury Securities constituting a part of such Growth PRIDES Certificate, and any interest on such Treasury Securities, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Growth PRIDES are is so transferred or the Growth PRIDES Certificate is so delivered, as the case may be, or, with respect to a Growth PRIDES Certificate, or until such Holder provides evidence satisfactory to the Company and the Agent that such Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Growth PRIDES remains in effect, such Growth PRIDES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Growth PRIDES in respect of the Treasury Security and Purchase Contract comprising such Growth PRIDES may be acquired, and may be transferred and exchanged, exchanged only as a an entire Growth PRIDES.

Reestablishment of Income PRIDES. A Holder of a Growth PRIDES may create or recreate Income PRIDES at any time (i) on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and (ii) on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of the Income PRIDES, in each case by (a) depositing with the Collateral Agent Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having an aggregate principal amount in the case of the Senior Notes, or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, equal to the aggregate principal amount of the Treasury Securities comprising part of the Growth PRIDES and (b) transferring the related Growth 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 Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Treasury Securities underlying such Growth 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 Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, 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, the Treasury Securities having a corresponding aggregate principal amount from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Growth PRIDES; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Income PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Growth PRIDES. Holders of Growth PRIDES may reestablish Income PRIDES in integral multiples of 40 20 Growth PRIDES for the same multiple of 40 20 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and in integral multiples of 8,000 32,000 Growth PRIDES for 8,000 32,000 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has occurred. In the event a Holder re-establishing Income PRIDES pursuant to this Section 3.14 fails to effect a book-entry transfer of the Growth PRIDES or fails to deliver a Growth PRIDES Certificate(s) to the Agent after depositing Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Treasury Securities constituting a part of such Growth PRIDES shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Growth PRIDES are so transferred or the Growth PRIDES Certificate is so delivered, as the case may be, or, with respect to a Growth PRIDES Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Growth PRIDES remains in effect, such Growth PRIDES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Growth PRIDES in respect of the Treasury Security and Purchase Contract comprising such Growth PRIDES may be acquired, and may be transferred and exchanged, only as a Growth PRIDES.

Reestablishment of Income PRIDES. A Holder of a Growth PRIDES may create or recreate Income PRIDES at any time (i) on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and (ii) on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of the recreate Income PRIDES, in each case PRIDES by (a) depositing with the Collateral Agent Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Preferred Securities having an aggregate principal amount in the case of the Senior Notes, or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Stated Amount equal to the aggregate principal amount of the Treasury Securities comprising part of the Growth PRIDES to the Collateral Agent and (b) transferring the related Growth 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 Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Preferred Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Treasury Securities underlying such Growth 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 Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Preferred 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 effect the release to the Agent, on behalf of the Holder, the Treasury Securities having a corresponding aggregate principal amount from the Pledge, Pledge to the Agent free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Growth PRIDES; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Income PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Growth PRIDES. Holders of Growth PRIDES may reestablish Income PRIDES only in integral multiples of 40 Growth 20 Income PRIDES for the same multiple of 40 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and in integral multiples of 8,000 each Growth PRIDES for 8,000 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has occurred. In the event a Holder re-establishing Income PRIDES pursuant to this Section 3.14 fails to effect a book-entry transfer of the Growth PRIDES or fails to deliver a Growth PRIDES Certificate(s) to the Agent after depositing Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Treasury Securities constituting a part of such Growth PRIDES shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Growth PRIDES are so transferred or the Growth PRIDES Certificate is so delivered, as the case may be, or, with respect to a Growth PRIDES Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the CompanyPRIDES. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Growth PRIDES remains in effect, such Growth PRIDES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Growth PRIDES in respect of the Treasury Security and Purchase Contract comprising such Growth PRIDES may be acquired, and may be transferred and exchanged, exchanged only as a Growth PRIDES.

Reestablishment of Income PRIDES. A Subject to the conditions set forth in this Agreement, a Holder of a Growth PRIDES may create or recreate Income PRIDES at any time (i) on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and (ii) on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of the Income PRIDES, in each case by (a) depositing with the Collateral Agent Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having an aggregate principal amount in the case of the Senior Notes, or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, equal to the aggregate principal amount of the Treasury Securities comprising part of the Growth PRIDES and (b) transferring the related Growth 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 Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Treasury Securities underlying such Growth 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 Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, 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, the Treasury Securities having a corresponding aggregate principal amount from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Growth PRIDES; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Income PRIDES 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 Growth PRIDES. Holders who elect to reestablish Income PRIDES shall be responsible for any fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent) in respect of the reestablishment and the Company shall not be responsible for any such fees. Holders of Growth PRIDES may reestablish Income PRIDES in integral multiples of 40 Growth PRIDES for the same multiple of 40 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and in integral multiples of 8,000 Growth PRIDES for 8,000 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has occurred. In the event a Holder re-establishing Income PRIDES pursuant to this Section 3.14 fails to effect a book-entry transfer of the Growth PRIDES or fails to deliver a Growth PRIDES Certificate(s) to the Agent after depositing Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Treasury Securities constituting a part of such Growth PRIDES shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Growth PRIDES are so transferred or the Growth PRIDES Certificate is so delivered, as the case may be, or, with respect to a Growth PRIDES Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Growth PRIDES remains in effect, such Growth PRIDES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Growth PRIDES in respect of the Treasury Security and Purchase Contract comprising such Growth PRIDES may be acquired, and may be transferred and exchanged, only as a Growth PRIDES.

Reestablishment of Income PRIDES. A Holder of a Growth PRIDES may create or recreate Income PRIDES at any time (i) on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and (ii) on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of the Income PRIDESoccurred, in each case by (a) depositing with the Collateral Agent Senior Notes Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having an aggregate principal amount Stated Amount in the case of the Senior NotesPreferred Securities, or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, equal to the aggregate principal amount of the Treasury Securities comprising part of the Growth PRIDES and (b) transferring the related Growth 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 Senior Notes Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Treasury Securities underlying such Growth 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 Senior Notes Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, 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 effect the release to the Agent, on behalf of the Holder, the Treasury Securities having a corresponding aggregate principal amount from the Pledge, Pledge to the Agent free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Growth PRIDES; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Income PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Growth PRIDES. Holders of Growth PRIDES may reestablish Income PRIDES in integral multiples of 40 20 Growth PRIDES for the same multiple of 40 20 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and in integral multiples of 8,000 32,000 Growth PRIDES for 8,000 32,000 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has occurred. In the event a Holder re-establishing Income PRIDES pursuant to this Section 3.14 fails to effect a book-entry transfer of the Growth PRIDES or fails to deliver a Growth PRIDES Certificate(s) to the Agent after depositing Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Treasury Securities constituting a part of such Growth PRIDES shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Growth PRIDES are so transferred or the Growth PRIDES Certificate is so delivered, as the case may be, or, with respect to a Growth PRIDES Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Growth PRIDES remains in effect, such Growth PRIDES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Growth PRIDES in respect of the Treasury Security and Purchase Contract comprising such Growth PRIDES may be acquired, and may be transferred and exchanged, exchanged only as a Growth PRIDES.

Reestablishment of Income PRIDES. A Subject to the last sentence of this paragraph, a Holder of a Growth PRIDES may create or recreate Income PRIDES may, at any time (i) on or prior to the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date, recreate an Income PRIDES by depositing with the Collateral Agent a Debt Security or the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, having an aggregate principal amount equal to the aggregate principal amount at maturity of, and in substitution for all, but not less than all, of the Treasury Securities comprising part of a Growth PRIDES in accordance with this Section 3.14; provided, however, that if a Tax Event Redemption 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 Successful Initial Remarketing has not occurredSpecial Event Redemption, such Collateral Substitutions may be made at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Holders of Growth PRIDES may make such Collateral Substitutions and establish Income PRIDES (i) only in integral multiples of 40 Growth PRIDES if Treasury Securities are being replaced by only Debt Securities, or (ii) only in integral multiples of _______ 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 any Treasury Security is being replaced by the Applicable Ownership Interest in the appropriate Treasury Portfolio. To create (x) 40 Income PRIDES (if a Special Event Redemption has not occurred and the Debt Securities remain components of Income PRIDES), or (y) ________ 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 Date, as the case may be, is not an Interest Payment Date (if a Special Event Redemption has occurred or the Remarketing Treasury Portfolio has replaced the Debt Securities as a result of a successful remarketing of such Debt Securities), the Growth PRIDES Holder shall (a) if a Treasury Portfolio has not replaced the Debt Securities as a component of Income PRIDES as a result of a successful remarketing of the Debt Securities or a Special Event Redemption, on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent $1,000 in aggregate principal amount of Debt Securities; 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 Special Event Redemption, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred and an (1) deposit with the Collateral Agent the Applicable Ownership Interest in the Treasury Portfolio has become for each _____ Income PRIDES (or such other number of Income PRIDES as may be determined by the Remarketing Agent or the Quotation Agent following a component successful remarketing of the Income PRIDESDebt Securities or a Special Event Redemption, in each case by (a) depositing with respectively, if the Collateral Agent Senior Notes Reset Date or the appropriate Applicable Ownership Interest of the Treasury PortfolioSpecial Event Redemption Date, as the case may be, is not an Interest Payment Date) being created by the Holder, and having an aggregate principal amount in of $____ (or $25 multiplied by such number of Growth PRIDES as may be determined by the case of Remarketing Agent or the Senior Notes, or an appropriate Applicable Ownership Interest (Quotation Agent as defined described in clause (Aii) above), and (2) if the Income PRIDES are reestablished following a Reset Date which is not also a Payment Date but prior to the close of business on the Record Date related to the Payment Date next succeeding such Reset Date, deposit with the Collateral Agent cash in an amount equal to the interest accrued on the Debt Securities that would have been a component of the definition Income PRIDES to be created from the Interest Payment Date next preceding the Reset Date to but excluding the Reset Date; and (c) in each case, transfer and surrender the related 40 Growth PRIDES, or in the event the Treasury Portfolio is a component of Income PRIDES, _____ Income PRIDES (or such term) other number of Income PRIDES as may be determined by the Remarketing Agent or the Quotation Agent following a successful remarketing of the Treasury PortfolioDebt Securities or a Special Event Redemption, respectively, if the Reset Date or the Special Event Redemption Date, as the case may be, equal to the aggregate principal amount of the Treasury Securities comprising part of the Growth PRIDES and (b) transferring the related Growth PRIDES is not an Interest Payment Date), to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit D heretoB to the Pledge Agreement, stating that the Holder has transferred the relevant amount of Senior Notes Debt Securities or the appropriate Applicable Ownership Interest of in the appropriate Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Treasury Securities underlying such Growth PRIDES, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C heretoA to the Pledge Agreement. Unless a successful remarketing of the Debt Securities or a Special Event Redemption has previously occurred, Holders of Growth PRIDES shall not be permitted to effect Collateral Substitutions in accordance with the provisions of this Section 3.14 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 Senior Notes Debt Securities or the appropriate Applicable Ownership Interest of in the appropriate Treasury Portfolio, as the case may be, described in clause (a) or (b) above and the instruction instructions described in clause (bc) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will effect the release to the Agent, on behalf of the Holder, the Treasury Securities having a corresponding aggregate principal amount from the Pledge, Pledge to the Agent free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Growth PRIDESPRIDES surrendered and transferred; (ii) transfer the Treasury Securities that had been components of such Growth PRIDES to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Income PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Growth PRIDES. Holders who elect to separate Treasury Securities from the related Purchase Contract and to substitute Debt Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, for such Treasury Securities shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of Growth PRIDES may reestablish Income PRIDES in integral multiples of 40 Growth PRIDES for the same multiple of 40 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has not occurredsubstitution, and in integral multiples of 8,000 Growth PRIDES the Company shall not be responsible for 8,000 Income PRIDES if a Tax Event Redemption any such fees or a Successful Initial Remarketing has occurredexpenses. In the event a Holder re-establishing Income PRIDES making a Collateral Substitution pursuant to this Section 3.14 fails to effect a book-entry transfer of the Growth PRIDES or fails to deliver a Growth PRIDES Certificate(s) Certificate to the Agent after depositing Senior Notes the Debt Securities or the appropriate Applicable Ownership Interest of in the appropriate Treasury Portfolio, as the case may be, Portfolio with the Collateral Agent, the Treasury Securities constituting a part of such Growth PRIDES Certificate, and any interest on such Treasury Securities, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Growth PRIDES are is so transferred or the Growth PRIDES Certificate is so delivered, as the case may be, or, with respect to a Growth PRIDES Certificate, or until such Holder provides evidence satisfactory to the Company and the Agent that such Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Growth PRIDES remains in effect, such Growth PRIDES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Growth PRIDES in respect of the Treasury Security and Purchase Contract comprising such Growth PRIDES may be acquired, and may be transferred and exchanged, exchanged only as a an entire Growth PRIDES.

Reestablishment of Income PRIDES. A Holder of a Growth PRIDES may create or recreate Income PRIDES at any time (i) on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and (ii) on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of the Income PRIDESoccurred, in each case by (a) depositing with the Collateral Agent Senior Notes Trust Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having an aggregate principal amount Stated Amount in the case of the Senior NotesTrust Preferred Securities, or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, equal to the aggregate principal amount of the Treasury Securities comprising part of the Growth PRIDES and (b) transferring the related Growth 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 Senior Notes Trust Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Treasury Securities underlying such Growth 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 Senior Notes Trust Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, 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 effect the release to the Agent, on behalf of the Holder, the Treasury Securities having a corresponding aggregate principal amount from the Pledge, Pledge to the Agent free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Growth PRIDES; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Income PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Growth PRIDES. Holders of Growth PRIDES may establish or reestablish Income PRIDES in integral multiples of 40 100 Growth PRIDES for the same multiple of 40 100 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and in integral multiples of 8,000 40,000 Growth PRIDES for 8,000 40,000 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has occurred. In the event a Holder re-establishing Income PRIDES pursuant to this Section 3.14 fails to effect a book-entry transfer of the Growth PRIDES or fails to deliver a Growth PRIDES Certificate(s) to the Agent after depositing Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Treasury Securities constituting a part of such Growth PRIDES shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Growth PRIDES are so transferred or the Growth PRIDES Certificate is so delivered, as the case may be, or, with respect to a Growth PRIDES Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. occurred Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Growth PRIDES remains in effect, such Growth PRIDES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Growth PRIDES in respect of the Treasury Security and Purchase Contract comprising such Growth PRIDES may be acquired, and may be transferred and exchanged, exchanged only as a Growth PRIDES.

Reestablishment of Income PRIDES. A Holder of a Growth PRIDES may create or recreate Income PRIDES at any time (i) on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and (ii) on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of the recreate Income PRIDES, in each case PRIDES by (a) depositing with the Collateral Agent Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Preferred Securities having an aggregate principal amount in the case of the Senior Notes, or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Stated Amount equal to the aggregate principal amount of the Treasury Securities comprising part of the Growth PRIDES to the Collateral Agent and (b) transferring the related Growth 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 Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Preferred Securities to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Treasury Securities underlying such Growth 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 Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Preferred 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 effect the release to the Agent, on behalf of the Holder, the Treasury Securities having a corresponding aggregate principal amount from the Pledge, Pledge to the Agent free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Growth PRIDES; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Income PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Growth PRIDES. Holders of Growth PRIDES may reestablish Income PRIDES only in integral multiples of 40 Growth 20 Income PRIDES for the same multiple of 40 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and in integral multiples of 8,000 20 Growth PRIDES for 8,000 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has occurred. In the event a Holder re-establishing Income PRIDES pursuant to this Section 3.14 fails to effect a book-entry transfer of the Growth PRIDES or fails to deliver a Growth PRIDES Certificate(s) to the Agent after depositing Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Treasury Securities constituting a part of such Growth PRIDES shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Growth PRIDES are so transferred or the Growth PRIDES Certificate is so delivered, as the case may be, or, with respect to a Growth PRIDES Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the CompanyPRIDES. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Growth PRIDES remains in effect, such Growth PRIDES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Growth PRIDES in respect of the Treasury Security and Purchase Contract comprising such Growth PRIDES may be acquired, and may be transferred and exchanged, exchanged only as a Growth PRIDES.

Reestablishment of Income PRIDES. A Holder of a Growth PRIDES may create or recreate Income PRIDES may, at any time (i) on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, recreate an Income PRIDES by depositing with the Collateral Agent a Debt Security or the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, having an aggregate principal amount equal to the aggregate principal amount at maturity of, and in substitution for all, but not less than all, of the Treasury Securities comprising part of a Growth PRIDES in accordance with this Section 3.14; provided, however, that 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, such Collateral Substitutions may be made at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Holders of Growth PRIDES may make such Collateral Substitutions and establish Income PRIDES (i) only in integral multiples of 40 Growth PRIDES if Treasury Securities are being replaced by only Debt Securities, or (ii) only in integral multiples of 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 any Treasury Security is being replaced by the Applicable Ownership Interest in the appropriate Treasury Portfolio. To create 40 Income PRIDES (if a Tax Event Redemption has not occurred and the Debt Securities remain components of Income PRIDES), or 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 (if a Tax Event Redemption has occurred or the Remarketing Treasury Portfolio has replaced the Debt Securities as a result of a successful remarketing of such Debt Securities), the Growth PRIDES Holder shall (a) if a Treasury Portfolio has not replaced the Debt Securities as a component of Income PRIDES as a result of a successful remarketing of the Debt Securities or a Successful Initial Remarketing Tax Event Redemption, on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent $1,000 in aggregate principal amount of Debt Securities; or (b) if a Treasury Portfolio has not occurredreplaced 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, and (ii) on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred and an deposit with the Collateral Agent the Applicable Ownership Interest in the Treasury Portfolio has become for each 32,000 Income PRIDES (or such other number of Income PRIDES as may be determined by the Reset Agent upon a component successful remarketing of Debt Securities if the Income PRIDESReset Date is not an Interest Payment Date) being created by the Holder, in each case by (a) depositing with the Collateral Agent Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, and having an aggregate principal amount of $800,000 (or $25 multiplied by such number of Growth PRIDES as may be determined by the Reset Agent as described in (ii) above); and (c) in each case, transfer and surrender the related 40 Growth PRIDES, or in the case of the Senior Notes, or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of event the Treasury PortfolioPortfolio is a component of Income PRIDES, 32,000 Income PRIDES (or such other number of Income PRIDES as may be determined by the case may beReset Agent upon a successful remarketing of Debt Securities if the Reset Date is not an Interest Payment Date), equal to the aggregate principal amount of the Treasury Securities comprising part of the Growth PRIDES and (b) transferring the related Growth PRIDES to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit D heretoB to the Pledge Agreement, stating that the Holder has transferred the relevant amount of Senior Notes Debt Securities or the appropriate Applicable Ownership Interest of in the appropriate Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Treasury Securities underlying such Growth PRIDES, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C heretoA to the Pledge Agreement. Upon receipt of the Senior Notes Debt Securities or the appropriate Applicable Ownership Interest of in the appropriate Treasury Portfolio, as the case may be, described in clause (a) or (b) above and the instruction instructions described in clause (bc) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will effect the release to the Agent, on behalf of the Holder, the Treasury Securities having a corresponding aggregate principal amount from the Pledge, Pledge to the Agent free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Growth PRIDESPRIDES surrendered and transferred; (ii) transfer the Treasury Securities that had been components of such Growth PRIDES to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Income PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Growth PRIDES. Holders who elect to separate Treasury Securities from the related Purchase Contract and to substitute Debt Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, for such Treasury Securities shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of Growth PRIDES may reestablish Income PRIDES in integral multiples of 40 Growth PRIDES for the same multiple of 40 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has not occurredsubstitution, and in integral multiples of 8,000 Growth PRIDES the Company shall not be responsible for 8,000 Income PRIDES if a Tax Event Redemption any such fees or a Successful Initial Remarketing has occurredexpenses. In the event a Holder re-establishing Income PRIDES making a Collateral Substitution pursuant to this Section 3.14 fails to effect a book-entry transfer of the Growth PRIDES or fails to deliver a Growth PRIDES Certificate(s) Certificate to the Agent after depositing Senior Notes the Debt Securities or the appropriate Applicable Ownership Interest of in the appropriate Treasury Portfolio, as the case may be, Portfolio with the Collateral Agent, the Treasury Securities constituting a part of such Growth PRIDES Certificate, and any interest on such Treasury Securities, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Growth PRIDES are is so transferred or the Growth PRIDES Certificate is so delivered, as the case may be, or, with respect to a Growth PRIDES Certificate, or until such Holder provides evidence satisfactory to the Company and the Agent that such Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Growth PRIDES remains in effect, such Growth PRIDES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Growth PRIDES in respect of the Treasury Security and Purchase Contract comprising such Growth PRIDES may be acquired, and may be transferred and exchanged, exchanged only as a an entire Growth PRIDES.

Reestablishment of Income PRIDES. A Holder of a Growth PRIDES may create (a) So long as no Tax Event Redemption shall have occurred, and the Trust shall not have been dissolved and liquidated, on or recreate Income PRIDES at any time (i) on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, if a Holder of Growth PRIDES shall have the right to reestablish Income PRIDES by substitution of Preferred Securities or security entitlements with respect thereto for Pledged Treasury Securities in integral multiples of 20 Growth PRIDES by: (i) Transferring to the Collateral Agent for credit to the Collateral Account Preferred Securities or security entitlements with respect thereto having a liquidation amount equal to the Value of the Pledged Treasury Securities 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 C hereto, stating that such Holder has transferred Preferred Securities or security entitlements with respect thereto to the Collateral Agent for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Growth PRIDES; and (ii) Delivering the related Growth PRIDES to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Preferred 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 in the form provided in Exhibit D to release such Pledged Treasury 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 hereby. (b) If a Tax Event Redemption or has occurred and the Treasury Portfolio has become a Successful Initial Remarketing has not occurredcomponent of the Income PRIDES, and (ii) on or at any time prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption Holder of Growth PRIDES shall have the right to reestablish Income PRIDES by substitution of Treasury Securities or a Successful Initial Remarketing has occurred and an security entitlements with respect thereto for the Applicable Ownership Interest in the Treasury Portfolio has become a component of the Income PRIDES, in each case by (a) depositing with the Collateral Agent Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having an aggregate principal amount in the case of the Senior Notes, or an appropriate Applicable Ownership Interest Interests (as defined specified in clause (A) of the definition of such term) of the Treasury Portfolio, Portfolio comprising a part of such Holder's Growth PRIDES in integral multiples of 80,000 Growth PRIDES by: (i) Transferring to the Collateral Agent for credit to the Collateral Account Applicable Ownership Interests (as specified in clause (A) of the case may be, definition of such term) of the Treasury Portfolio having a Value equal to the aggregate principal amount of the Treasury Securities comprising part of the Growth PRIDES and (b) transferring the related Growth PRIDES or security entitlements with respect thereto to the Agent be released, accompanied by a notice to the Agentnotice, substantially in the form of Exhibit D heretoC to the Purchase Contract Agreement, stating that whereupon the Holder has transferred the relevant amount of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, 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 Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio to the Collateral Agent for credit to the Collateral Account, (B) stating the Value of the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio Transferred by such Holder and (C) requesting that the Collateral Agent instruct release from the Pledge the Treasury Securities or security entitlements with respect thereto that are a component of such Growth PRIDES; and (ii) delivering the related Growth PRIDES to the Purchase Contract Agent. Upon receipt of such notice and confirmation that the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio 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 the Treasury Securities underlying or security entitlements with respect thereto 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. (c) If no Tax Event Redemption shall have occurred, but the Trust shall have been dissolved and liquidated, and the Notes have become a component of the Income PRIDES, at any time on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Growth PRIDESPRIDES shall have the right to reestablish Income PRIDES by substitution of Notes or security entitlements with respect thereto for Pledged Treasury Securities in integral multiples of 20 Growth PRIDES by: (i) Transferring to the Collateral Agent for credit to the Collateral Account Notes or security entitlements with respect thereto having a principal amount equal to the Value of the Pledged Treasury Securities 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 promptly give such instruction deliver to the Collateral AgentAgent a notice, substantially in the form of Exhibit C hereto, stating that such Holder has Transferred the Notes or security entitlements with respect thereto to the Collateral Agent for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Growth PRIDES; and (ii) delivering the related Growth PRIDES to the Purchase Contract Agent. Upon receipt of the Senior such notice and confirmation that Notes or security entitlements with respect thereto have been credited to the appropriate Applicable Ownership Interest of the Treasury Portfolio, Collateral Account as the case may be, described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreementsuch notice, the Collateral Agent will shall instruct the Securities Intermediary by a notice in the form provided in Exhibit D to release such Pledged Treasury Securities from Pledge by Transfer to the Agent, on behalf of the Purchase Contract Agent for distribution to such Holder, the Treasury Securities having a corresponding aggregate principal amount from the Pledge, free and clear of the Company's any lien, pledge or security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Growth PRIDES; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Income PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Growth PRIDES. Holders of Growth PRIDES may reestablish Income PRIDES in integral multiples of 40 Growth PRIDES for the same multiple of 40 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and in integral multiples of 8,000 Growth PRIDES for 8,000 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has occurred. In the event a Holder re-establishing Income PRIDES pursuant to this Section 3.14 fails to effect a book-entry transfer of the Growth PRIDES or fails to deliver a Growth PRIDES Certificate(s) to the Agent after depositing Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Treasury Securities constituting a part of such Growth PRIDES shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Growth PRIDES are so transferred or the Growth PRIDES Certificate is so delivered, as the case may be, or, with respect to a Growth PRIDES Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Growth PRIDES remains in effect, such Growth PRIDES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Growth PRIDES in respect of the Treasury Security and Purchase Contract comprising such Growth PRIDES may be acquired, and may be transferred and exchanged, only as a Growth PRIDEScreated hereby.

Reestablishment of Income PRIDES. A Holder of a Growth PRIDES may create or recreate Income PRIDES at any time (i) on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and (ii) on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of the Income PRIDES, in each case by (a) depositing with the Collateral Agent Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having an aggregate principal amount in the case of the Senior Notes, or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, equal to the aggregate principal amount of the Treasury Securities comprising part of the Growth PRIDES and (b) transferring the related Growth 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 Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Treasury Securities underlying such Growth 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 Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, 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, the Treasury Securities having a corresponding aggregate principal amount from the Pledge, free and clear of the Company's ’s security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Growth PRIDES; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Income PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Growth PRIDES. Holders of Growth PRIDES may reestablish Income PRIDES in integral multiples of 40 Growth PRIDES for the same multiple of 40 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and in integral multiples of 8,000 Growth PRIDES for 8,000 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has occurred. In the event a Holder re-establishing Income PRIDES pursuant to this Section 3.14 fails to effect a book-entry transfer of the Growth PRIDES or 3.12 fails to deliver a Growth PRIDES Certificate(s) to the Agent after depositing Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Treasury Securities constituting a part of such Growth PRIDES shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Growth PRIDES are so transferred or the Growth PRIDES Certificate is so delivered, as the case may be, or, with respect to a Growth PRIDES Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this Section 3.143.12, for so long as the Purchase Contract underlying a Growth PRIDES remains in effect, such Growth PRIDES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Growth PRIDES in respect of the Treasury Security and Purchase Contract comprising such Growth PRIDES may be acquired, and may be transferred and exchanged, only as a Growth PRIDES.

Reestablishment of Income PRIDES. A Holder of a Growth PRIDES may create or recreate Income PRIDES at any time (i) on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and (ii) on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of the Income PRIDES, in each case by (a) depositing with the Collateral Agent Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having an aggregate principal amount in the case of the Senior Notes, or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, equal to the aggregate principal amount of the Treasury Securities comprising part of the Growth PRIDES and (b) transferring the related Growth 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 Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Treasury Securities underlying such Growth 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 Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, 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, the Treasury Securities having a corresponding aggregate principal amount from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Growth PRIDES; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Income PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Growth PRIDES. Holders of Growth PRIDES may reestablish Income PRIDES in integral multiples of 40 20 Growth PRIDES for the same multiple of 40 20 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and in integral multiples of 8,000 80,000 Growth PRIDES for 8,000 80,000 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has occurred. In the event a Holder re-establishing Income PRIDES pursuant to this Section 3.14 fails to effect a book-entry transfer of the Growth PRIDES or fails to deliver a Growth PRIDES Certificate(s) to the Agent after depositing Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Treasury Securities constituting a part of such Growth PRIDES shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Growth PRIDES are so transferred or the Growth PRIDES Certificate is so delivered, as the case may be, or, with respect to a Growth PRIDES Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Growth PRIDES remains in effect, such Growth PRIDES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Growth PRIDES in respect of the Treasury Security and Purchase Contract comprising such Growth PRIDES may be acquired, and may be transferred and exchanged, only as a Growth PRIDES.

Reestablishment of Income PRIDES. A (a) Subject to the conditions set forth in this Agreement, a Holder of a Growth PRIDES may create or recreate Income PRIDES at any time (i) on or prior to the fifth seventh Business Day immediately preceding the Forward Purchase Contract Settlement Date, if a Tax Special Event Redemption or a Successful Initial Remarketing has not occurred, and or (ii) on or prior to or on the second Business Day immediately preceding the Forward Purchase Contract Settlement Date, if a Tax Special Event Redemption or a Successful Initial Remarketing has occurred and an the Applicable Ownership Interest in the Treasury Portfolio has become a component of the Income PRIDES, in each case by by: (a1) depositing with the Collateral Agent Senior Notes Preferred Stock or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having an aggregate principal amount (i) in the case of the Senior NotesPreferred Stock having an aggregate Liquidation Preference equal to the aggregate principal amount at maturity of the Treasury Securities comprising part of the Growth PRIDES, or an appropriate and (ii) in the case of the Applicable Ownership Interest (as defined specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Portfolio equal to the aggregate principal amount at maturity of the Treasury Securities comprising part of the Growth PRIDES and PRIDES; and (b2) transferring the related Growth PRIDES to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit D C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes Preferred Stock or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Collateral Agent Agent; and (ii) requesting that the Agent instruct the Collateral Agent to release the Treasury Securities underlying such Growth PRIDES, whereupon the Agent shall promptly give provide an instruction to such instruction effect to the Collateral Agent, substantially in the form of Exhibit C D hereto. . (b) Upon receipt of the Senior Notes Preferred Stock or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, described in clause (aclause(a)(1) above and the instruction described in clause (ba)(2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Agent, on behalf of the Holder, the Treasury Securities having a corresponding aggregate principal amount from the Pledge, free and clear of the Company's security interest therein, and upon transfer such Treasury Securities to the Agent on behalf of the Holder. Upon receipt thereof the Agent shall promptly: (i) cancel the related Growth PRIDES; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Income PRIDES Certificate executed by the Company Co-Issuers in accordance with Section 3.3 evidencing the same number of Forward Purchase Contracts as were evidenced by the cancelled Growth PRIDES. . (c) Holders of Growth PRIDES who elect to create or recreate Income PRIDES shall be responsible for any fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent) in respect of the reestablishment, and the Co-Issuers shall not be responsible for any such fees or expenses. (d) Holders of Growth PRIDES may only reestablish Income PRIDES in integral multiples of 40 Growth PRIDES for PRIDES; provided, that if the same multiple Treasury Portfolio has replaced the Preferred Stock as a component of 40 the Income PRIDES if as result of a Tax Special Event Redemption Redemption, Holders may convert their Growth PRIDES into Income PRIDES by substituting the Applicable Ownership Interest of the Treasury Portfolio for Treasury Securities at any time prior to or a Successful Initial Remarketing has not occurredon the second Business Day immediately preceding the Forward Purchase Contract Settlement Date, and but only in integral multiples of 8,000 [ ] Growth PRIDES for 8,000 Income PRIDES if a Tax Event Redemption or a Successful Initial Remarketing has occurred. PRIDES. (e) In the event a Holder re-establishing reestablishing Income PRIDES pursuant to this Section 3.14 fails to effect a book-entry transfer of the Growth PRIDES or fails to deliver a Growth PRIDES Certificate(s) to the Agent after depositing Senior Notes shares of Preferred Stock or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Treasury Securities constituting a part of such Growth PRIDES shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Growth PRIDES are so transferred or the earlier to occur of: (i) the transfer of the Growth PRIDES Certificate is so deliveredor the delivery of the Growth PRIDES Certificate, as the case may be, or, with respect to a Growth PRIDES Certificate, such Holder provides evidence satisfactory to or receipt by the Company Co-Issuers and the Agent from such Holder of satisfactory evidence that such Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Co-Issuers; or (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Agent holds such property. (f) Except as provided in this Section 3.143.14 or in connection with a Cash Settlement, for so long as the Forward Purchase Contract underlying a Growth PRIDES remains in effect, such Growth PRIDES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Growth PRIDES in respect of the applicable interest in the Treasury Security and the Forward Purchase Contract comprising such Growth PRIDES may be acquired, and may be transferred and exchanged, only as a Growth PRIDES.