Common use of Substitution for Debentures and the Creation of Treasury Units Clause in Contracts

Substitution for Debentures and the Creation of Treasury Units. A Holder of a Corporate Unit may create or recreate a Treasury Unit and separate the Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Corporate Unit by substituting Treasury Securities for all, but not less than all, of the Debentures or Applicable Ownership Interest in the Treasury Portfolio that form a part of such Corporate Unit in accordance with this Section 4.1 and 3.13 of the Purchase Contract Agreement; provided, however, that if the Treasury Portfolio has not replaced the Debentures as a component of Corporate Units as a result of a successful remarketing or a Tax Event Redemption, such Collateral Substitutions may only be made on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date; if the Treasury Portfolio has replaced the Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures or a Tax Event Redemption, such Collateral Substitutions may only be made on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Holders may make Collateral Substitutions and establish Treasury Units (i) only in integral multiples of [20] Corporate Units if only Debentures are being substituted by Treasury Securities, or (ii) only in integral multiples of [1,600] Corporate Units if the appropriate Applicable Ownership Interests in the Treasury Portfolio are being substituted for Treasury Securities. For example, to create [20] Treasury Units (if a Tax Event Redemption has not occurred and Debentures remain components of Corporate Units), or [1,600] Treasury Units (if a Tax Event Redemption has occurred or the Treasury Portfolio has replaced Debentures as components of Corporate Units as a result of a successful remarketing of the Debentures), the Corporate Unit Holder shall (a) if the Treasury Portfolio has not replaced the Debentures as a component of Corporate Units as a result of a successful remarketing or a Tax Event Redemption, on or prior to the fifth Business Day preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent a Treasury Security having a principal amount at maturity of $1,000; or (b) if the Treasury Portfolio has replaced the Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures or a Tax Event Redemption, prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent Treasury Securities having an aggregate principal amount at maturity of $[80,000]; and (c) in each case, transfer and surrender the related [20] Corporate Units, or, in the event the Treasury Portfolio is a component of Corporate Units, [1,600] Corporate Units, to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit B hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A hereto. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Debentures or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Debentures or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, free and clear of the lien, pledge or security interest created hereby, to the Purchase Contract Agent.

Substitution for Debentures and the Creation of Treasury Units. A Holder of a Corporate Unit may create or recreate a Treasury Unit and separate the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Corporate Unit by substituting Treasury Securities for all, but not less than all, of the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio that form a part of such Corporate Unit in accordance with this Section 4.1 and Section 3.13 of the Purchase Contract Agreement; provided, however, that if the Applicable Ownership Interest in the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to 5:00 p.m., New York City time, on the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date; and if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. In accordance with Section 3.13 of the Purchase Contract Agreement, unless a Successful Remarketing or a Special Event Redemption or a Mandatory Redemption has previously occurred, Holders of Corporate Units shall not be permitted to effect Collateral Substitutions 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 Effective Date relating to a Successful Remarketing during such Three‑Day Remarketing Period 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. Holders of Corporate Units may make Collateral Substitutions and establish Treasury Units (i) only in integral multiples of [20] 20 Corporate Units if only Applicable Ownership Interests in Debentures are being substituted by for Treasury Securities, or (ii) only in integral multiples of [1,600] 80,000 Corporate Units (or such other number of Corporate Units as may be determined by the Remarketing Agent following a Successful Remarketing if the appropriate Reset Effective Date is not a Payment Date) if the Applicable Ownership Interests in the Treasury Portfolio are being substituted for Treasury Securities. For example, to create [20] 20 Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or [1,600] 80,000 Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interests in Debentures as components of Corporate Units as a result of a successful remarketing Successful Remarketing) (or such other number of Treasury Units as may be determined by the DebenturesRemarketing Agent following a Successful Remarketing if the Reset Effective Date is not a Payment Date), the Corporate Unit Holder shall, (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent a Treasury Security having a principal amount at maturity of $1,000; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent Treasury Securities having an aggregate principal amount at maturity of $[80,000]4,000,000; and (c) in each case, transfer and surrender the related [20] 20 Corporate Units, or, or in the event the Treasury Portfolio is a component of Corporate Units, [1,600] 80,000 Corporate UnitsUnits (or such other number of Corporate Units as may be determined by the Remarketing Agent following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit B hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A hereto. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, free and clear of the lien, pledge or security interest created hereby, to the Purchase Contract AgentAgent for the benefit of the Holders.

Substitution for Debentures and the Creation of Treasury Units. A Holder of a Corporate Unit may create or recreate a Treasury Unit and separate the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Corporate Unit by substituting Treasury Securities for all, but not less than all, of the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio that form a part of such Corporate Unit in accordance with this Section 4.1 and Section 3.13 of the Purchase Contract Agreement; provided, however, that if the Applicable Ownership Interest in the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to 5:00 p.m., New York City time, on the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date; and if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. In accordance with Section 3.13 of the Purchase Contract Agreement, unless a Successful Remarketing or a Special Event Redemption or a Mandatory Redemption has previously occurred, Holders of Corporate Units shall not be permitted to effect Collateral Substitutions during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates in a Three‑Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three‑Day Remarketing Period 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. Holders of Corporate Units may make Collateral Substitutions and establish Treasury Units (i) only in integral multiples of [20] 20 Corporate Units if only Applicable Ownership Interests in Debentures are being substituted by for Treasury Securities, or (ii) only in integral multiples of [1,600] 8,000 Corporate Units (or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the appropriate Reset Effective Date is not a Payment Date) if the Applicable Ownership Interests in the Treasury Portfolio are being substituted for Treasury Securities. For example, to create [20] 20 Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or [1,600] 8,000 Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interests in Debentures as components of Corporate Units as a result of a successful remarketing Successful Remarketing) (or such other number of Treasury Units as may be determined by the DebenturesRemarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), the Corporate Unit Holder shall, (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent a Treasury Security having a principal amount at maturity of $1,000; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent Treasury Securities having an aggregate principal amount at maturity of $[80,000]400,000; and (c) in each case, transfer and surrender the related [20] 20 Corporate Units, or, or in the event the Treasury Portfolio is a component of Corporate Units, [1,600] 8,000 Corporate UnitsUnits (or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit B hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A hereto. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, free and clear of the lien, pledge or security interest created hereby, to the Purchase Contract AgentAgent for the benefit of the Holders.

Substitution for Debentures and the Creation of Treasury Units. A Holder of a Corporate Unit may create or recreate a Treasury Unit and separate the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Corporate Unit by substituting Treasury Securities for all, but not less than all, of the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio that form a part of such Corporate Unit in accordance with this Section 4.1 and Section 3.13 of the Purchase Contract Agreement; provided, however, that if the Applicable Ownership Interest in the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to 5:00 p.m., New York City time, on the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date; and if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. In accordance with Section 3.13 of the Purchase Contract Agreement, unless a Successful Remarketing or a Special Event Redemption or a Mandatory Redemption has previously occurred, Holders of Corporate Units shall not be permitted to effect Collateral Substitutions during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates in a Three-Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three-Day Remarketing Period 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. Holders of Corporate Units may make Collateral Substitutions and establish Treasury Units (i) only in integral multiples of [20] 20 Corporate Units if only Applicable Ownership Interests in Debentures are being substituted by for Treasury Securities, or (ii) only in integral multiples of [1,600] Corporate Units (or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the appropriate Reset Effective Date is not a Payment Date) if the Applicable Ownership Interests in the Treasury Portfolio are being substituted for Treasury Securities. For example, to create [20] 20 Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or [1,600] Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interests in Debentures as components of Corporate Units as a result of a successful remarketing Successful Remarketing) (or such other number of Treasury Units as may be determined by the DebenturesRemarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), the Corporate Unit Holder shall, (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent a Treasury Security having a principal amount at maturity of $1,000; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent Treasury Securities having an aggregate principal amount at maturity of $[80,000]$ ; and (c) in each case, transfer and surrender the related [20] 20 Corporate Units, or, or in the event the Treasury Portfolio is a component of Corporate Units, [1,600] Corporate UnitsUnits (or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit B hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A hereto. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, free and clear of the lien, pledge or security interest created hereby, to the Purchase Contract AgentAgent for the benefit of the Holders.

Substitution for Debentures and the Creation of Treasury Units. A Holder of a Corporate Unit may create or recreate a Treasury Unit and separate the Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Corporate Unit by substituting Treasury Securities for all, but not less than all, of the Debentures or Applicable Ownership Interest in the Treasury Portfolio that form a part of such Corporate Unit in accordance with this Section 4.1 and 3.13 of the Purchase Contract Agreement; provided, however, that if the Treasury Portfolio has not replaced the Debentures as a component of Corporate Units as a result of a successful remarketing or a Tax Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date; if the Treasury Portfolio has replaced the Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures or a Tax Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Holders may make Collateral Substitutions and establish Treasury Units (i) only in integral multiples of [20] 20 Corporate Units if only Debentures are being substituted by Treasury Securities, or (ii) only in integral multiples of [1,600] 1,600,000 Corporate Units if the appropriate Applicable Ownership Interests in the Treasury Portfolio are being substituted for Treasury Securities. For example, to create [20] 20 Treasury Units (if a Tax Event Redemption or Mandatory Redemption has not occurred and Debentures remain components of Corporate Units), or [1,600] 1,600,000 Treasury Units (if a Tax Event Redemption or a Mandatory Redemption has occurred or the Treasury Portfolio has replaced Debentures as components of Corporate Units as a result of a successful remarketing of the Debentures), the Corporate Unit Holder shall shall (a) if the Treasury Portfolio has not replaced the Debentures as a component of Corporate Units as a result of a successful remarketing or a Mandatory Redemption or a Tax Event Redemption, on or prior to the fifth Business Day preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent a Treasury Security having a principal amount at maturity of $1,000; or or (b) if the Treasury Portfolio has replaced the Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures or a Tax Event Redemption or a Mandatory Redemption, prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent Treasury Securities having an aggregate principal amount at maturity of $[80,000]80,000,000; and and (c) in each case, transfer and surrender the related [20] 20 Corporate Units, or, in the event the Treasury Portfolio is a component of Corporate Units, [1,600] 1,600,000 Corporate Units, to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit B hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A hereto. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Debentures or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Debentures or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, free and clear of the lien, pledge or security interest created hereby, to the Purchase Contract Agent.

Substitution for Debentures and the Creation of Treasury Units. A Holder of a Corporate Unit may create or recreate a Treasury Unit and separate the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Corporate Unit by substituting Treasury Securities for all, but not less than all, of the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio that form a part of such Corporate Unit in accordance with this Section 4.1 and Section 3.13 of the Purchase Contract Agreement; provided, however, that if the Applicable Ownership Interest in the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component components of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to 5:00 p.m., New York City time, on the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date; and provided, further, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component components of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. In accordance with Section 3.13 of the Purchase Contract Agreement, unless a Successful Remarketing or a Special Event Redemption or a Mandatory Redemption has previously occurred, Holders of Corporate Units shall not be permitted to effect Collateral Substitutions during the period commencing on and including the Business Day prior to the first Remarketing Date in a Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Remarketing Period or, if no remarketing during such Remarketing Period is successful, the Business Day following the last Remarketing Date occurring during such Remarketing Period. Holders of Corporate Units may make Collateral DB 1/ 148045215.3 Substitutions and establish Treasury Units (i) only in integral multiples of [20] 20 Corporate Units if only Applicable Ownership Interests in Debentures are being substituted by for Treasury Securities, or (ii) only in integral multiples of [1,600] 160,000 Corporate Units (or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the appropriate Reset Effective Date is not a Payment Date) if the Applicable Ownership Interests in the Treasury Portfolio are being substituted for Treasury Securities. For example, to create [20] 20 Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or [1,600] 160,000 Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interests in Debentures as components of Corporate Units as a result of a successful remarketing Successful Remarketing) (or such other number of Treasury Units as may be determined by the DebenturesRemarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), the Corporate Unit Holder shall, (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component components of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent a Treasury Security having a principal amount at maturity of $1,000; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent Treasury Securities having an aggregate principal amount at maturity of $[80,000]8,000,000; and (c) in each case, transfer and surrender the related [20] 20 Corporate Units, or, or in the event the Treasury Portfolio is a component of Corporate Units, [1,600] 160,000 Corporate UnitsUnits (or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit B hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A hereto. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, free and clear of the lien, DB 1/ 148045215.3 pledge or security interest created hereby, to the Purchase Contract AgentAgent for the benefit of the Holders.

Substitution for Debentures and the Creation of Treasury Units. A Holder of a Corporate Unit may create or recreate a Treasury Unit and separate the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Corporate Unit by substituting Treasury Securities for all, but not less than all, of the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio that form a part of such Corporate Unit in accordance with this Section 4.1 and Section 3.13 of the Purchase Contract Agreement; provided, however, that if the Applicable Ownership Interest in the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component components of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to 5:00 p.m., New York City time, on the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date; and provided, further, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component components of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. In accordance with Section 3.13 of the Purchase Contract Agreement, unless a Successful Remarketing or a Special Event Redemption or a Mandatory Redemption has previously occurred, Holders of Corporate Units shall not be permitted to effect Collateral Substitutions during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates in a Three-Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three-Day Remarketing Period 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. Holders of Corporate Units may make Collateral Substitutions and establish Treasury Units (i) only in integral multiples of [20] 20 Corporate Units if only Applicable Ownership Interests in Debentures are being substituted by for Treasury Securities, or (ii) only in integral multiples of [1,600] _____ Corporate Units (or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the appropriate Reset Effective Date is not a Payment Date) if the Applicable Ownership Interests in the Treasury Portfolio are being substituted for Treasury Securities. For example, to create [20] 20 Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or [1,600] _____ Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interests in Debentures as components of Corporate Units as a result of a successful remarketing Successful Remarketing) (or such other number of Treasury Units as may be determined by the DebenturesRemarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), the Corporate Unit Holder shall, (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component components of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent a Treasury Security having a principal amount at maturity of $1,000; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent Treasury Securities having an aggregate principal amount at maturity of $[80,000]________; and (c) in each case, transfer and surrender the related [20] 20 Corporate Units, or, or in the event the Treasury Portfolio is a component of Corporate Units, [1,600] _____ Corporate UnitsUnits (or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit B hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A hereto. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, free and clear of the lien, pledge or security interest created hereby, to the Purchase Contract AgentAgent for the benefit of the Holders.

Substitution for Debentures and the Creation of Treasury Units. A Holder of a Corporate Unit may create or recreate a Treasury Unit and separate the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Corporate Unit by substituting Treasury Securities for all, but not less than all, of the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio that form a part of such Corporate Unit in accordance with this Section 4.1 and Section 3.13 of the Purchase Contract Agreement; provided, however, that if the Applicable Ownership Interest in the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to 5:00 p.m., New York City time, on the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date; and if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. In accordance with Section 3.13 of the Purchase Contract Agreement, unless a Successful Remarketing or a Special Event Redemption or a Mandatory Redemption has previously occurred, Holders of Corporate Units shall not be permitted to effect Collateral Substitutions 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 during such Three-Day Remarketing Period 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. Holders of Corporate Units may make Collateral Substitutions and establish Treasury Units (i) only in integral multiples of [20] 20 Corporate Units if only Applicable Ownership Interests in Debentures are being substituted by for Treasury Securities, or (ii) only in integral multiples of [1,600] 80,000 Corporate Units (or such other number of Corporate Units as may be determined by the Remarketing Agent following a Successful Remarketing if the appropriate Reset Date is not a Payment Date) if the Applicable Ownership Interests in the Treasury Portfolio are being substituted for Treasury Securities. For example, to create [20] 20 Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or [1,600] 80,000 Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interests in Debentures as components of Corporate Units as a result of a successful remarketing Successful Remarketing) (or such other number of Treasury Units as may be determined by the DebenturesRemarketing Agent following a Successful Remarketing if the Reset Date is not a Payment Date), the Corporate Unit Holder shall, (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent a Treasury Security having a principal amount at maturity of $1,000; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent Treasury Securities having an aggregate principal amount at maturity of $[80,000]4,000,000; and (c) in each case, transfer and surrender the related [20] 20 Corporate Units, or, or in the event the Treasury Portfolio is a component of Corporate Units, [1,600] 80,000 Corporate UnitsUnits (or such other number of Corporate Units as may be determined by the Remarketing Agent following a Successful Remarketing if the Reset Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit B hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A hereto. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, free and clear of the lien, pledge or security interest created hereby, to the Purchase Contract AgentAgent for the benefit of the Holders.

Substitution for Debentures and the Creation of Treasury Units. A Holder of a Corporate Unit may create or recreate a Treasury Unit and separate the Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Corporate Unit by substituting Treasury Securities for all, but not less than all, of the Debentures or Applicable Ownership Interest in the Treasury Portfolio that form a part of such Corporate Unit in accordance with this Section 4.1 and 3.13 of the Purchase Contract Agreement; provided, however, that if the Treasury Portfolio has not replaced the Debentures as a component of Corporate Units as a result of a successful remarketing or a Tax Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date; if the Treasury Portfolio has replaced the Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures or a Tax Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Holders may make Collateral Substitutions and establish Treasury Units (i) only in integral multiples of [20] 20 Corporate Units if only Debentures are being substituted by Treasury Securities, or (ii) only in integral multiples of [1,600] 1,600 Corporate Units if the appropriate Applicable Ownership Interests in the Treasury Portfolio are being substituted for Treasury Securities. For example, to create [20] 20 Treasury Units (if a Tax Event Redemption or Mandatory Redemption has not occurred and Debentures remain components of Corporate Units), or [1,600] 1,600 Treasury Units (if a Tax Event Redemption or a Mandatory Redemption has occurred or the Treasury Portfolio has replaced Debentures as components of Corporate Units as a result of a successful remarketing of the Debentures), the Corporate Unit Holder shall shall (a) if the Treasury Portfolio has not replaced the Debentures as a component of Corporate Units as a result of a successful remarketing or a Mandatory Redemption or a Tax Event Redemption, on or prior to the fifth Business Day preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent a Treasury Security having a principal amount at maturity of $1,000; or or (b) if the Treasury Portfolio has replaced the Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures or a Tax Event Redemption or a Mandatory Redemption, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent Treasury Securities having an aggregate principal amount at maturity of $[80,000]; and and (c) in each case, transfer and surrender the related [20] 20 Corporate Units, or, in the event the Treasury Portfolio is a component of Corporate Units, [1,600] 1,600 Corporate Units, to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit B hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A hereto. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Debentures or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Debentures or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, free and clear of the lien, pledge or security interest created hereby, to the Purchase Contract Agent.

Substitution for Debentures and the Creation of Treasury Units. A Holder of a Corporate Unit may create or recreate a Treasury Unit and separate the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Corporate Unit by substituting Treasury Securities for all, but not less than all, of the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio that form a part of such Corporate Unit in accordance with this Section 4.1 and Section 3.13 of the Purchase Contract Agreement; provided, however, that if the Applicable Ownership Interest in the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to 5:00 p.m., New York City time, on the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date; and provided, further, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. In accordance with Section 3.13 of the Purchase Contract Agreement, unless a Successful Remarketing or a Special Event Redemption or a Mandatory Redemption has previously occurred, Holders of Corporate Units shall not be permitted to effect Collateral Substitutions during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates in a Three‑Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three‑Day Remarketing Period 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. Holders of Corporate Units may make Collateral Substitutions and establish Treasury Units (i) only in integral multiples of [20] 20 Corporate Units if only Applicable Ownership Interests in Debentures are being substituted by for Treasury Securities, or (ii) only in integral multiples of [1,600] 100,000 Corporate Units (or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the appropriate DB1/ 112040219.3 Reset Effective Date is not a Payment Date) if the Applicable Ownership Interests in the Treasury Portfolio are being substituted for Treasury Securities. For example, to create [20] 20 Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or [1,600] 100,000 Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interests in Debentures as components of Corporate Units as a result of a successful remarketing Successful Remarketing) (or such other number of Treasury Units as may be determined by the DebenturesRemarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), the Corporate Unit Holder shall, (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent a Treasury Security having a principal amount at maturity of $1,000; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent Treasury Securities having an aggregate principal amount at maturity of $[80,000]5,000,000; and (c) in each case, transfer and surrender the related [20] 20 Corporate Units, or, or in the event the Treasury Portfolio is a component of Corporate Units, [1,600] 100,000 Corporate UnitsUnits (or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit B hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A hereto. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, free and clear of the lien, pledge or security interest created hereby, to the Purchase Contract AgentAgent for the benefit of the Holders.

Substitution for Debentures and the Creation of Treasury Units. A Holder of a Corporate Unit may create or recreate a Treasury Unit and separate the Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Corporate Unit by substituting Treasury Securities for all, but not less than all, of the Debentures or Applicable Ownership Interest in the Treasury Portfolio that form a part of such Corporate Unit in accordance with this Section 4.1 and 3.13 of the Purchase Contract Agreement; provided, however, that if the Treasury Portfolio has not replaced the Debentures as a component of Corporate Units as a result of a successful remarketing or a Tax Event Redemption, such Collateral Substitutions may only be made on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date; if the Treasury Portfolio has replaced the Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures or a Tax Event Redemption, such Collateral Substitutions may only be made on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Holders may make Collateral Substitutions and establish Treasury Units (i) only in integral multiples of [20] Corporate Units if only Debentures are being substituted by Treasury Securities, or (ii) only in integral multiples of [1,6001,600,000] Corporate Units if the appropriate Applicable Ownership Interests in the Treasury Portfolio are being substituted for Treasury Securities. For example, to create [20] Treasury Units (if a Tax Event Redemption has not occurred and Debentures remain components of Corporate Units), or [1,6001,600,000] Treasury Units (if a Tax Event Redemption has occurred or the Treasury Portfolio has replaced Debentures as components of Corporate Units as a result of a successful remarketing of the Debentures), the Corporate Unit Holder shall (a) if the Treasury Portfolio has not replaced the Debentures as a component of Corporate Units as a result of a successful remarketing or a Tax Event Redemption, on or prior to the fifth Business Day preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent a Treasury Security having a principal amount at maturity of $1,000; or (b) if the Treasury Portfolio has replaced the Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures or a Tax Event Redemption, prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent Treasury Securities having an aggregate principal amount at maturity of $[80,00080,000,000]; and (c) in each case, transfer and surrender the related [20] Corporate Units, or, in the event the Treasury Portfolio is a component of Corporate Units, [1,6001,600,000] Corporate Units, to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit B hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A hereto. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Debentures or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Debentures or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, free and clear of the lien, pledge or security interest created hereby, to the Purchase Contract Agent.

Substitution for Debentures and the Creation of Treasury Units. A Holder of a Corporate Unit may create or recreate a Treasury Unit and separate the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Corporate Unit by substituting Treasury Securities for all, but not less than all, of the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio that form a part of such Corporate Unit in accordance with this Section 4.1 and Section 3.13 of the Purchase Contract Agreement; provided, however, that if the Applicable Ownership Interest in the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to 5:00 p.m., New York City time, on the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date; and provided, further, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. In accordance with Section 3.13 of the Purchase Contract Agreement, unless a Successful Remarketing or a Special Event Redemption or a Mandatory Redemption has previously occurred, Holders of Corporate Units shall not be permitted to effect Collateral Substitutions during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates in a Three‑Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three‑Day Remarketing Period 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. Holders of Corporate Units may make Collateral Substitutions and establish Treasury Units (i) only in integral multiples of [20] 20 Corporate Units if only Applicable Ownership Interests in Debentures are being substituted by for Treasury Securities, or (ii) only in integral multiples of [1,600] 80,000 Corporate Units (or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the appropriate Reset Effective Date is not a Payment Date) if the Applicable Ownership Interests in the Treasury Portfolio are being substituted for Treasury Securities. For example, to create [20] 20 Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or [1,600] 80,000 Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interests in Debentures as components of Corporate Units as a result of a successful remarketing Successful Remarketing) (or such other number of Treasury Units as may be determined by the DebenturesRemarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), the Corporate Unit Holder shall, (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent a Treasury Security having a principal amount at maturity of $1,000; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent Treasury Securities having an aggregate principal amount at maturity of $[80,000]4,000,000; and (c) in each case, transfer and surrender the related [20] 20 Corporate Units, or, or in the event the Treasury Portfolio is a component of Corporate Units, [1,600] 80,000 Corporate UnitsUnits (or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit B hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A hereto. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, free and clear of the lien, pledge or security interest created hereby, to the Purchase Contract AgentAgent for the benefit of the Holders.

Substitution for Debentures and the Creation of Treasury Units. A Holder of a Corporate Unit may create or recreate a Treasury Unit and separate the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Corporate Unit by substituting Treasury Securities for all, but not less than all, of the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio that form a part of such Corporate Unit in accordance with this Section 4.1 and Section 3.13 of the Purchase Contract Agreement; provided, however, that if the Applicable Ownership Interest in the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component components of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to 5:00 p.m., New York City time, on the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date; and provided, further, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component components of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. In accordance with Section 3.13 of the Purchase Contract Agreement, unless a Successful Remarketing or a Special Event Redemption or a Mandatory Redemption has previously occurred, Holders of Corporate Units shall not be permitted to effect Collateral Substitutions during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates in a Three-Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three-Day Remarketing Period 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. Holders of Corporate Units may make Collateral Substitutions and establish Treasury Units (i) only in integral multiples of [20] 20 Corporate Units if only Applicable Ownership Interests in Debentures are being substituted by for DB1/ 132090770.6 Treasury Securities, or (ii) only in integral multiples of [1,600] 4,000 Corporate Units (or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the appropriate Reset Effective Date is not a Payment Date) if the Applicable Ownership Interests in the Treasury Portfolio are being substituted for Treasury Securities. For example, to create [20] 20 Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or [1,600] 4,000 Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interests in Debentures as components of Corporate Units as a result of a successful remarketing Successful Remarketing) (or such other number of Treasury Units as may be determined by the DebenturesRemarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), the Corporate Unit Holder shall, (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component components of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent a Treasury Security having a principal amount at maturity of $1,000; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent Treasury Securities having an aggregate principal amount at maturity of $[80,000]200,000; and (c) in each case, transfer and surrender the related [20] 20 Corporate Units, or, or in the event the Treasury Portfolio is a component of Corporate Units, [1,600] 4,000 Corporate UnitsUnits (or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit B hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A hereto. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, free and clear of the lien, pledge or security interest created hereby, to the Purchase Contract Agent.Agent for the benefit of the Holders. DB1/ 132090770.6

Substitution for Debentures and the Creation of Treasury Units. A Holder of a Corporate Unit may create or recreate a Treasury Unit and separate the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Corporate Unit by substituting Treasury Securities for all, but not less than all, of the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio that form a part of such Corporate Unit in accordance with this Section 4.1 and Section 3.13 of the Purchase Contract Agreement; provided, however, that if the Applicable Ownership Interest in the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component components of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to 5:00 p.m., New York City time, on the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date; and provided, further, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component components of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. In accordance with Section 3.13 of the Purchase Contract Agreement, unless a Successful Remarketing or a Special Event Redemption or a Mandatory Redemption has previously occurred, Holders of Corporate Units shall not be permitted to effect Collateral Substitutions during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates in a Three‑Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three‑Day Remarketing Period 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. Holders of Corporate Units may make Collateral Substitutions and establish Treasury Units (i) only in integral multiples of [20] 20 Corporate Units if only Applicable Ownership Interests in Debentures are being substituted by for Treasury Securities, or (ii) only in integral multiples of [1,600] 400,000 Corporate Units (or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the appropriate DB1/ 116050876.5 Reset Effective Date is not a Payment Date) if the Applicable Ownership Interests in the Treasury Portfolio are being substituted for Treasury Securities. For example, to create [20] 20 Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or [1,600] 400,000 Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interests in Debentures as components of Corporate Units as a result of a successful remarketing Successful Remarketing) (or such other number of Treasury Units as may be determined by the DebenturesRemarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), the Corporate Unit Holder shall, (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component components of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent a Treasury Security having a principal amount at maturity of $1,000; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent Treasury Securities having an aggregate principal amount at maturity of $[80,000]20,000,000; and (c) in each case, transfer and surrender the related [20] 20 Corporate Units, or, or in the event the Treasury Portfolio is a component of Corporate Units, [1,600] 400,000 Corporate UnitsUnits (or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit B hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A hereto. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, free and clear of the lien, pledge or security interest created hereby, to the Purchase Contract AgentAgent for the benefit of the Holders.

Substitution for Debentures and the Creation of Treasury Units. A Holder of a Corporate Unit may create or recreate a Treasury Unit and separate the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, from the related Purchase Contract in respect of such Corporate Unit by substituting Treasury Securities for all, but not less than all, of the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio that form a part of such Corporate Unit in accordance with this Section 4.1 and Section 3.13 of the Purchase Contract Agreement; provided, however, that if the Applicable Ownership Interest in the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to 5:00 p.m., New York City time, on the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date; and provided, further, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, such Collateral Substitutions may only be made on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. In accordance with Section 3.13 of the Purchase Contract Agreement, unless a Successful Remarketing or a Special Event Redemption or a Mandatory Redemption has previously occurred, Holders of Corporate Units shall not be permitted to effect Collateral Substitutions during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates in a Three‑Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three‑Day Remarketing Period 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. Holders of Corporate Units may make Collateral Substitutions and establish Treasury Units (i) only in integral multiples of [20] 20 Corporate Units if only Applicable Ownership Interests in Debentures are being substituted by for Treasury Securities, or (ii) only in integral multiples of [1,600] 160,000 Corporate Units (or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the appropriate Reset Effective Date is not a Payment Date) if the Applicable Ownership Interests in the Treasury Portfolio are being substituted for Treasury Securities. For example, to create [20] 20 Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or [1,600] 160,000 Treasury Units (if a Tax Special Event Redemption or a Mandatory Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interests in Debentures as components of Corporate Units as a result of a successful remarketing Successful Remarketing) (or such other number of Treasury Units as may be determined by the DebenturesRemarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), the Corporate Unit Holder shall, (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the fifth seventh Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent a Treasury Security having a principal amount at maturity of $1,000; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a successful remarketing of the Debentures Successful Remarketing or a Tax Special Event Redemption or a Mandatory Redemption, on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, deposit with the Collateral Agent Treasury Securities having an aggregate principal amount at maturity of $[80,000]8,000,000; and (c) in each case, transfer and surrender the related [20] 20 Corporate Units, or, or in the event the Treasury Portfolio is a component of Corporate Units, [1,600] 160,000 Corporate UnitsUnits (or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit B hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Applicable Ownership Interest in Debentures or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying such Corporate Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A hereto. Upon receipt of the Treasury Securities described in clause (a) or (b) above and the instructions described in clause (c) above from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Applicable Ownership Interests in Debentures or the appropriate Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, free and clear of the lien, pledge or security interest created hereby, to the Purchase Contract AgentAgent for the benefit of the Holders.