Common use of Substitution Release Repledge and Settlement of Notes Clause in Contracts

Substitution Release Repledge and Settlement of Notes. SECTION 4.1 Substitution for Notes and the Creation of Treasury Units. At any time on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date (or on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or Successful Remarketing has occurred), a Holder of Corporate Units shall have the right to substitute Treasury Securities for the Pledged Notes (or, if a Tax Event Redemption or Successful Remarketing has occurred, the appropriate Applicable Ownership Interest in the Treasury Portfolio) securing such Holder's obligations under the Purchase Contract(s) compris ing a part of its Corporate Units in integral multiples of 40 Corporate Units by (a) Transferring to the Collateral Agent Treasury Securities having a Value equal to the aggregate principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (i) of the definition of such term) in the Treasury Portfolio as the case may be), to be released and (b) trans ferring the related Corporate Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the Value of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, related to such Corporate Units. The Purchase Contract Agent shall instruct the Collateral Agent in the form provided in Exhibit A; provided, however, that if a Tax Event Redemption or Successful Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may make such substitution only in integral multiples of 8,000 Corporate Units at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Upon receipt of Treasury Securities from a Holder of Corporate Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, and shall promptly Transfer to the securities account specified by the Purchase Contract Agent such Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Substitution Release Repledge and Settlement of Notes. SECTION Section 4.1 Substitution for Notes and the Creation of Treasury UnitsStripped DECS. At any time on or prior to the fifth seventh Business Day immediately preceding the Forward Purchase Contract Settlement Date (or on or prior to the second Business Day immediately preceding the Forward Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred), a Holder of Corporate Units Upper DECS shall have the right to substitute Treasury Securities for the Pledged Notes (or, if a Tax Event Redemption or a Successful Initial Remarketing has occurred, the appropriate Applicable Ownership Interest in the Treasury Portfolio) securing such Holder's obligations under the Forward Purchase Contract(s) compris ing comprising a part of its Corporate Units Upper DECS in integral multiples of 40 Corporate Units 20 Upper DECS by (a) Transferring to the Collateral Agent Treasury Securities having a Value equal to the aggregate principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (iA) of the definition of such term) in the Treasury Portfolio Portfolio, as the case may be), to be released and (b) trans ferring transferring the related Corporate Units Upper DECS to the Forward Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Forward Purchase Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the Value of the Treasury Securities Transferred by such Holder) and requesting that the Forward Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, related to such Corporate UnitsUpper DECS. The Forward Purchase Contract Agent shall instruct the Collateral Agent in the form provided in Exhibit A; provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate UnitsUpper DECS, Holders of Corporate Units Upper DECS may make such substitution only in integral multiples of 8,000 Corporate Units 32,000 Upper DECS or another integral multiple such that the Treasury Securities to be deposited and those to be released are in integral multiples of $1,000 at any time on or prior to the second Business Day immediately preceding the Forward Purchase Contract Settlement Date. Without limiting the generality of any other provision herein, in no event shall the Collateral Agent have any liability for acting in accordance with instructions in the form provided in Exhibit A. Upon receipt of Treasury Securities from a Holder of Corporate Units Upper DECS and the related instruction from the Forward Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, and shall promptly Transfer to the securities account specified by the Forward Purchase Contract Agent such Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Substitution Release Repledge and Settlement of Notes. SECTION 4.1 Collateral Substitution for Notes and the Creation of Treasury Units. Stripped Units At any time on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date (or on or prior to the second Business Day immediately preceding the Share Purchase Contract Settlement Date, if a Tax Event Redemption or Successful Remarketing has occurred), a Holder of Corporate Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes (oror Pledged Treasury Consideration, if a Tax Event Redemption or Successful Remarketing has occurredas the case may be, the appropriate Applicable Ownership Interest in the Treasury Portfolio) securing such Holder's obligations under the Purchase Contract(s) compris ing Contracts comprising a part of its Corporate Units such Normal Units, in integral multiples of 40 Corporate Normal Units, or after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having a Value an aggregate principal amount equal to the aggregate principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (i) of the definition Stated Amount of such term) in the Treasury Portfolio as the case may be), to be released Normal Units and (b) trans ferring the related Corporate delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the Value principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or the appropriate Applicable Ownership Interest of the Pledged Treasury Portfolio, as the case may be, Consideration related to such Corporate Normal Units. The , whereupon the Purchase Contract Agent shall instruct promptly give such instruction to the Collateral Agent in the form provided in Exhibit A; provided, however, that if a Tax Event Redemption or Successful Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may make such substitution only in integral multiples of 8,000 Corporate Units at any time on or prior A to the second Business Day immediately preceding the Purchase Contract Settlement DateAgreement; provided that, such Holder may not substitute such Treasury Securities for such Pledged Notes or Pledged Treasury Consideration pursuant to this Section 4.1 during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Corporate Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or the appropriate Applicable Ownership Interest of the Pledged Treasury Portfolio, as the case may be, Consideration and shall promptly Transfer to the securities account specified by the Purchase Contract Agent such Pledged Notes or the appropriate Applicable Ownership Interest of the Pledged Treasury Portfolio, as the case may be, Consideration free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Substitution Release Repledge and Settlement of Notes. SECTION 4.1 Collateral Substitution for Notes and the Creation of Treasury Units. Stripped Units At any time on or prior to the fifth seventh Business Day immediately preceding the Stock Purchase Contract Settlement Date (or on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or Successful Remarketing has occurred), a Holder of Corporate Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes (oror Pledged Treasury Consideration, if a Tax Event Redemption or Successful Remarketing has occurredas the case may be, the appropriate Applicable Ownership Interest in the Treasury Portfolio) securing such Holder's ’s obligations under the Purchase Contract(s) compris ing Contracts comprising a part of its Corporate Units such Normal Units, in integral multiples of 40 Corporate Normal Units, or after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Special Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having a Value an aggregate principal amount equal to the aggregate principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (i) of the definition Stated Amount of such term) in the Treasury Portfolio as the case may be), to be released Normal Units and (b) trans ferring the related Corporate delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Table of Contents Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the Value principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or the appropriate Applicable Ownership Interest of the Pledged Treasury Portfolio, as the case may be, Consideration related to such Corporate Normal Units. The , whereupon the Purchase Contract Agent shall instruct promptly give such instruction to the Collateral Agent in the form provided in Exhibit A; provided, however, provided that if a Tax Event Redemption such Holder may not substitute such Treasury Securities for such Pledged Notes or Successful Remarketing has occurred and Pledged Treasury Consideration pursuant to this Section 4.1 during the Treasury Portfolio has become a component of period beginning on the Corporate Units, Holders of Corporate Units may make such substitution only in integral multiples of 8,000 Corporate Units at any time on or fourth Business Day prior to the first day of the first or second Remarketing Period and ending on the third Business Day immediately preceding after the Purchase Contract Settlement Dateend of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Corporate Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or the appropriate Applicable Ownership Interest of the Pledged Treasury Portfolio, as the case may be, Consideration and shall promptly Transfer to the securities account specified by the Purchase Contract Agent such Pledged Notes or the appropriate Applicable Ownership Interest of the Pledged Treasury Portfolio, as the case may be, Consideration free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Substitution Release Repledge and Settlement of Notes. SECTION Section 4.1 Substitution for Notes and the Creation of Treasury UnitsGrowth PRIDES. At any time on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date (or 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), a Holder of Corporate Units Income PRIDES shall have the right to substitute Treasury Securities for the Pledged Notes (or, if a Tax Event Redemption or a Successful Initial Remarketing has occurred, the appropriate Applicable Ownership Interest in the Treasury Portfolio) securing such Holder's obligations under the Purchase Contract(s) compris ing comprising a part of its Corporate Units Income PRIDES in integral multiples of 40 Corporate Units 20 Income PRIDES by (a) Transferring to the Collateral Agent Treasury Securities having a Value equal to the aggregate principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (iA) of the definition of such term) in the Treasury Portfolio as the case may be), to be released and (b) trans ferring transferring the related Corporate Units Income PRIDES to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the Value of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, related to such Corporate UnitsIncome PRIDES. The Purchase Contract Agent shall instruct the Collateral Agent in the form provided in Exhibit A; provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate UnitsIncome PRIDES, Holders of Corporate Units Income PRIDES may make such substitution only in integral multiples of 8,000 Corporate Units 80,000 Income PRIDES at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Without limiting the generality of any other provision herein, in no event shall the Collateral Agent have any liability for acting in accordance with instructions in the form provided in Exhibit A. Upon receipt of Treasury Securities from a Holder of Corporate Units Income PRIDES and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, and shall promptly Transfer to the securities account specified by the Purchase Contract Agent such Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Substitution Release Repledge and Settlement of Notes. SECTION Section 4.1 Substitution for Notes and the Creation of Treasury UnitsGrowth PRIDES. At any time on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date (or 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), a Holder of Corporate Units Income PRIDES shall have the right to substitute Treasury Securities for the Pledged Notes (or, if a Tax Event Redemption or a Successful Initial Remarketing has occurred, the appropriate Applicable Ownership Interest in the Treasury Portfolio) securing such Holder's obligations under the Purchase Contract(s) compris ing comprising a part of its Corporate Units Income PRIDES in integral multiples of 40 Corporate Units 20 Income PRIDES by (a) Transferring to the Collateral Agent Treasury Securities having a Value equal to the aggregate principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (iA) of the definition of such term) in the Treasury Portfolio as the case may be), to be released and (b) trans ferring transferring the related Corporate Units Income PRIDES to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the Value of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, related to such Corporate UnitsIncome PRIDES. The Purchase Contract Agent shall instruct the Collateral Agent in the form provided in Exhibit A; provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate UnitsIncome PRIDES, Holders of Corporate Units Income PRIDES may make such substitution only in integral multiples of 8,000 Corporate Units 32,000 Income PRIDES at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Upon receipt of Treasury Securities from a Holder of Corporate Units Income PRIDES and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, and shall promptly Transfer to the securities account specified by the Purchase Contract Agent such Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Substitution Release Repledge and Settlement of Notes. SECTION Section 4.1 Substitution for Notes and the Creation of Treasury Units. At any time on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date (or 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), a Holder of Corporate Units shall have the right to substitute Treasury Securities for the Pledged Notes (or, if a Tax Event Redemption or a Successful Initial Remarketing has occurred, the appropriate Applicable Ownership Interest in the Treasury Portfolio) securing such Holder's obligations under the Purchase Contract(s) compris ing comprising a part of its Corporate Units in integral multiples of 40 20 Corporate Units by (a) Transferring to the Collateral Agent Treasury Securities having a Value equal to the aggregate principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (iA) of the definition of such term) in the Treasury Portfolio as the case may be), to be released and (b) trans ferring transferring the related Corporate Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the Value of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, related to such Corporate Units. The Purchase Contract Agent shall instruct the Collateral Agent in pursuant to the form provided in Exhibit A; provided, however, that if a Tax Event Redemption or a Successful Initial -------- ------- Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may make such substitution only in integral multiples of 8,000 32,000 Corporate Units at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Without limiting the generality of any other provision herein, in no event shall the Collateral Agent have any liability for acting in accordance with instructions in the form provided in Exhibit A. Upon receipt of Treasury Securities from a Holder of Corporate Units and the related instruction from the Purchase Contract AgentAgent and, if applicable, notice from the Company that a Successful Initial Remarketing or a Tax Event Redemption has occurred, the Collateral Agent shall release the Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, and shall promptly Transfer to the securities account specified by the Purchase Contract Agent such Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, security interests, claims and encumbrances.

Substitution Release Repledge and Settlement of Notes. SECTION 4.1 Collateral Substitution for Notes and the Creation of Treasury UnitsStripped DECS. At any time on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date (or on or prior to the second Business Day immediately preceding the Stock Purchase Contract Settlement Date, if a Tax Event Redemption or Successful Remarketing has occurred), a Holder of Corporate Units Upper DECS shall have the right to substitute Treasury Securities for the Pledged Notes (orNotes, if a Tax Event Redemption Pledged Treasury Consideration or Successful Remarketing has occurred, the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio) , as the case may be, securing such Holder's obligations under the Purchase Contract(s) compris ing Contracts comprising a part of its Corporate Units such Upper DECS, in integral multiples of 40 Corporate Units 20 Upper DECS, or after a remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, in integral multiples of Upper DECS such that Treasury Securities to be deposited and the applicable Treasury Consideration or the Applicable Ownership Interest in the Treasury Portfolio to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having a Value an aggregate principal amount equal to the aggregate principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (i) of the definition Stated Amount of such term) in the Treasury Portfolio as the case may be), to be released Upper DECS and (b) trans ferring the related Corporate Units delivering such Upper DECS to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the Value principal amount and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, related to such Corporate Units. The Upper DECS, whereupon the Purchase Contract Agent shall instruct promptly give such instruction in writing to the Collateral Agent in the form provided in Exhibit AA hereto; providedprovided that, howeversuch Holder may not substitute such Treasury Securities for such Pledged Notes, that if a Tax Event Redemption Pledged Treasury Consideration or Successful Remarketing has occurred and Pledged Applicable Ownership Interest in the Treasury Portfolio has become a component of pursuant to this Section 4.1 during the Corporate Units, Holders of Corporate Units may make such substitution only in integral multiples of 8,000 Corporate Units at any time on or period from four Business Days prior to any Remarketing Period until the second expiration of three Business Day immediately preceding Days after the Purchase Contract Settlement Dateend of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Corporate Units Upper DECS and the related written instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, and shall promptly Transfer to the securities account specified by the Purchase Contract Agent such Pledged Notes Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances. SECTION 4.2 Collateral Substitution and the Re-Creation of Upper DECS. At any time on or prior to the second Business Day immediately preceding the Stock Purchase Date, a Holder of Stripped DECS shall have the right to reestablish Upper DECS (a) consisting of the Purchase Contracts and Notes in integral multiples of 20 Stripped DECS, or (b) after a remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, consisting of the Purchase Contracts and the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Upper DECS) or the appropriate portion of the Treasury Portfolio in integral multiples of Stripped DECS such that the Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to be deposited and the Treasury Securities to be released are in integral multiples of $1,000, by (x) Transferring to the Collateral Agent Notes or the appropriate Treasury Consideration or the Applicable Ownership Interest in the Treasury Portfolio (as defined in clause (A) of the definition of such term), as the case may be, then comprising such number of Upper DECS as is equal to such Stripped DECS and (y) delivering such Stripped DECS to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has Transferred Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to the Collateral Agent pursuant to clause (a) above and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Stripped DECS, whereupon the Purchase Contract Agent shall give such instruction to the Collateral Agent in the form provided in Exhibit A hereto; provided that, such Holder of Stripped DECS shall not have the right to reestablish Upper DECS pursuant to this Section 4.2 during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, from such Holder and the instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Treasury Securities and shall promptly Transfer such Pledged Treasury Securities, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent.

Substitution Release Repledge and Settlement of Notes. SECTION 4.1 Collateral Substitution for Notes and the Creation of Treasury Units. Stripped Units At any time on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date (or on or prior to the second Business Day immediately preceding the Stock Purchase Contract Settlement Date, if a Tax Event Redemption or Successful Remarketing has occurred), a Holder of Corporate Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes (oror Pledged Treasury Consideration, if a Tax Event Redemption or Successful Remarketing has occurredas the case may be, the appropriate Applicable Ownership Interest in the Treasury Portfolio) securing such Holder's obligations under the Purchase Contract(s) compris ing Contracts comprising a part of its Corporate Units such Normal Units, in integral multiples of 40 Corporate Normal Units, or after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having a Value an aggregate principal amount equal to the aggregate principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (i) of the definition Stated Amount of such term) in the Treasury Portfolio as the case may be), to be released Normal Units and (b) trans ferring the related Corporate delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the Value principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or the appropriate Applicable Ownership Interest of the Pledged Treasury Portfolio, as the case may be, Consideration related to such Corporate Normal Units. The , whereupon the Purchase Contract Agent shall instruct promptly give such instruction to the Collateral Agent in the form provided in Exhibit A; provided, however, provided that if a Tax Event Redemption such Holder may not substitute such Treasury Securities for such Pledged Notes or Successful Remarketing has occurred and Pledged Treasury Consideration pursuant to this Section 4.1 during the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may make such substitution only in integral multiples of 8,000 Corporate Units at any time on or period from four Business Days prior to any Remarketing Period until the second expiration of three Business Day immediately preceding Days after the Purchase Contract Settlement Dateend of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Corporate Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or the appropriate Applicable Ownership Interest of the Pledged Treasury Portfolio, as the case may be, Consideration and shall promptly Transfer to the securities account specified by the Purchase Contract Agent such Pledged Notes or the appropriate Applicable Ownership Interest of the Pledged Treasury Portfolio, as the case may be, Consideration free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Substitution Release Repledge and Settlement of Notes. SECTION Section 4.1 Substitution for Notes and the Creation of Treasury UnitsGrowth PRIDES. At any time on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date (or 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), a Holder of Corporate Units Income PRIDES shall have the right to substitute Treasury Securities for the Pledged Notes (or, if a Tax Event Redemption or a Successful Initial Remarketing has occurred, the appropriate Applicable Ownership Interest in the Treasury Portfolio) securing such Holder's obligations under the Purchase Contract(s) compris ing comprising a part of its Corporate Units Income PRIDES in integral multiples of 40 Corporate Units Income PRIDES by (a) Transferring to the Collateral Agent Treasury Securities having a Value equal to the aggregate principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (iA) of the definition of such term) in the Treasury Portfolio as the case may be), to be released and (b) trans ferring transferring the related Corporate Units Income PRIDES to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the Value of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, related to such Corporate UnitsIncome PRIDES. The Purchase Contract Agent shall instruct the Collateral Agent in pursuant to the form provided in Exhibit A; provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate UnitsIncome PRIDES, Holders of Corporate Units Income PRIDES may make such substitution only in integral multiples of 8,000 Corporate Units Income PRIDES at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Without limiting the generality of any other provision herein, in no event shall the Collateral Agent have any liability for acting in accordance with instructions in the form provided in Exhibit A. Upon receipt of Treasury Securities from a Holder of Corporate Units Income PRIDES and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, and shall promptly Transfer to the securities account specified by the Purchase Contract Agent such Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Substitution Release Repledge and Settlement of Notes. SECTION 4.1 Collateral Substitution for Notes and the Creation of Treasury Units. Stripped Units At any time on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date (or on or prior to the second Business Day immediately preceding the Share Purchase Contract Settlement Date, if a Tax Event Redemption or Successful Remarketing has occurred), a Holder of Corporate Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes (oror Pledged Treasury Consideration, if a Tax Event Redemption or Successful Remarketing has occurredas the case may be, the appropriate Applicable Ownership Interest in the Treasury Portfolio) securing such Holder's obligations under the Purchase Contract(s) compris ing Contracts comprising a part of its Corporate Units such Normal Units, in integral multiples of 40 Corporate Normal Units, or after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having a Value an aggregate principal amount equal to the aggregate principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (i) of the definition Stated Amount of such term) in the Treasury Portfolio as the case may be), to be released Normal Units and (b) trans ferring the related Corporate delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B 13 hereto, to the Purchase Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the Value principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or the appropriate Applicable Ownership Interest of the Pledged Treasury Portfolio, as the case may be, Consideration related to such Corporate Normal Units. The , whereupon the Purchase Contract Agent shall instruct promptly give such instruction to the Collateral Agent in the form provided in Exhibit A; provided, however, provided that if such Holder may not substitute such Treasury Securities for such Pledged Notes or Pledged Treasury Consideration pursuant to this Section 4.1 after a Tax Prepayment Event Redemption or Successful Remarketing has occurred and during the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may make such substitution only in integral multiples of 8,000 Corporate Units at any time on or period from four Business Days prior to any Remarketing Period until the second expiration of three Business Day immediately preceding Days after the Purchase Contract Settlement Dateend of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Corporate Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or the appropriate Applicable Ownership Interest of the Pledged Treasury Portfolio, as the case may be, Consideration and shall promptly Transfer to the securities account specified by the Purchase Contract Agent such Pledged Notes or the appropriate Applicable Ownership Interest of the Pledged Treasury Portfolio, as the case may be, Consideration free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Substitution Release Repledge and Settlement of Notes. SECTION 4.1 Substitution for Notes and the Creation of Treasury Units. ---------------------------------------------------------- At any time on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date (or on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or Successful Remarketing has occurred), a Holder of Corporate Units shall have the right to substitute Treasury Securities for the Pledged Notes (or, if a Tax Event Redemption Redemption, Successful Initial Remarketing or Successful Subsequent Remarketing has occurred, the appropriate Applicable Ownership Interest in the Treasury Portfolio) securing such Holder's obligations under the Purchase Contract(s) compris ing comprising a part of its Corporate Units in integral multiples of 40 Corporate Units by (a) Transferring to the Collateral Agent Treasury Securities having a Value equal to the aggregate principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (i) of the definition of such term) in the Treasury Portfolio as the case may be), to be released and (b) trans ferring transferring the related Corporate Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the Value of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, related to such Corporate Units. The Purchase Contract Agent shall instruct the Collateral Agent in the form provided in Exhibit A; provided, however, that if a Tax Event Redemption or Redemption, Successful Initial Remarketing, Successful Subsequent Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may make such substitution only in integral multiples of 8,000 [ ] Corporate Units at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Upon receipt of Treasury Securities from a Holder of Corporate Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, and shall promptly Transfer to the securities account specified by the Purchase Contract Agent such Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Substitution Release Repledge and Settlement of Notes. SECTION 4.1 Collateral Substitution for Notes and the Creation of Treasury UnitsStripped DECS. At any time on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date (or on or prior to the second Business Day immediately preceding the a Stock Purchase Contract Settlement Date, if a Tax Event Redemption or Successful Remarketing has occurred), a Holder of Corporate Units Upper DECS shall have the right to substitute Treasury Securities for the Pledged Notes (orNotes, if a Tax Event Redemption Pledged Treasury Consideration or Successful Remarketing has occurred, the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio) , as the case may be, securing such Holder's obligations under the Forward Purchase Contract(s) compris ing Contracts comprising a part of its Corporate Units such Upper DECS, in integral multiples of 40 Corporate Units 20 Upper DECS, or after a successful remarketing of the Notes pursuant to the Forward Purchase Contract Agreement or a Tax Event Redemption, in integral multiples of Upper DECS such that the Treasury Securities to be deposited and the applicable Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having a Value an aggregate principal amount equal to the aggregate principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (i) of the definition Stated Amount of such term) in the Treasury Portfolio as the case may be), to be released Upper DECS and (b) trans ferring the related Corporate Units delivering such Upper DECS to the Forward Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Forward Purchase Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the Value principal amount and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Forward Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, related to such Corporate Units. The Upper DECS, whereupon the Forward Purchase Contract Agent shall instruct promptly give such instruction in writing to the Collateral Agent in the form provided in Exhibit A; providedprovided that such Holder may not substitute such Treasury Securities for such Pledged Notes, however, that if a Tax Event Redemption Pledged Treasury Consideration or Successful Remarketing has occurred and Pledged Applicable Ownership Interest in the Treasury Portfolio has become a component of pursuant to this Section 4.1 during the Corporate Units, Holders of Corporate Units may make such substitution only in integral multiples of 8,000 Corporate Units at any time on or period from four Business Days prior to any Remarketing Period until the second expiration of three Business Day immediately preceding Days after the Purchase Contract Settlement Dateend of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Corporate Units Upper DECS and the related written instruction from the Forward Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, and shall promptly Transfer to the securities account specified by the Purchase Contract Agent such Pledged Notes Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby, to the Forward Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances. SECTION 4.2 Collateral Substitution and the Re-Creation of Upper DECS. At any time on or prior to the second Business Day immediately preceding a Stock Purchase Date, a Holder of Stripped DECS shall have the right to reestablish Upper DECS (a) consisting of the Forward Purchase Contracts and Notes in integral multiples of 20 Upper DECS, or (b) after a successful remarketing of the Notes pursuant to the Forward Purchase Contract Agreement or a Tax Event Redemption, consisting of the Forward Purchase Contracts and the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Upper DECS) or the appropriate portion of the Treasury Portfolio in integral multiples of Stripped DECS such that the Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to be deposited and the Treasury Securities to be released are in integral multiples of $1,000, by (x) Transferring to the Collateral Agent Notes or the appropriate Treasury Consideration or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, then comprising such number of Upper DECS as is equal to the aggregate stated amount of Stripped DECS and (y) delivering such Stripped DECS to the Forward Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Forward Purchase Contract Agent stating that such Holder has transferred Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to the Collateral Agent pursuant to clause (x) above and requesting that the Forward Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Stripped DECS, whereupon the Forward Purchase Contract Agent shall give such instruction to the Collateral Agent in the form provided in Exhibit A; provided that such Holder of Stripped DECS shall not have the right to reestablish Upper DECS pursuant to this Section 4.2 during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, from such Holder and the instruction from the Forward Purchase Contract Agent, the Collateral Agent shall release the Pledged Treasury Securities and shall promptly Transfer such Pledged Treasury Securities, free and clear of any lien, pledge or security interest created hereby, to the Forward Purchase Contract Agent.

Substitution Release Repledge and Settlement of Notes. SECTION 4.1 Collateral Substitution for Notes and the Creation of Treasury Units. Stripped Units At any time on or prior to the fifth seventh Business Day immediately preceding the Stock Purchase Contract Settlement Date (or on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or Successful Remarketing has occurred), a Holder of Corporate Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes (oror Pledged Treasury Consideration, if a Tax Event Redemption or Successful Remarketing has occurredas the case may be, the appropriate Applicable Ownership Interest in the Treasury Portfolio) securing such Holder's obligations under the Purchase Contract(s) compris ing Contracts comprising a part of its Corporate Units such Normal Units, in integral multiples of 40 Corporate Normal Units, or after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Special Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having a Value an aggregate principal amount equal to the aggregate principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (i) of the definition Stated Amount of such term) in the Treasury Portfolio as the case may be), to be released Normal Units and (b) trans ferring the related Corporate delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the Value principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or the appropriate Applicable Ownership Interest of the Pledged Treasury Portfolio, as the case may be, Consideration related to such Corporate Normal Units. The , whereupon the Purchase Contract Agent shall instruct promptly give such instruction to the Collateral Agent in the form provided in Exhibit A; provided, however, provided that if a Tax Event Redemption such Holder may not substitute such Treasury Securities for such Pledged Notes or Successful Remarketing has occurred and Pledged Treasury Consideration pursuant to this Section 4.1 during the Treasury Portfolio has become a component of period beginning on the Corporate Units, Holders of Corporate Units may make such substitution only in integral multiples of 8,000 Corporate Units at any time on or fourth Business Day prior to the first day of the first or second Remarketing Period and ending on the third Business Day immediately preceding after the Purchase Contract Settlement Dateend of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Corporate Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or the appropriate Applicable Ownership Interest of the Pledged Treasury Portfolio, as the case may be, Consideration and shall promptly Transfer to the securities account specified by the Purchase Contract Agent such Pledged Notes or the appropriate Applicable Ownership Interest of the Pledged Treasury Portfolio, as the case may be, Consideration free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.