Common use of The Pledge Clause in Contracts

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral Agent, as collateral security for the performance when due by such Holders of their respective obligations under the Purchase Contracts constituting part of such Securities, for the benefit of the Company, a security interest in all of the right, title and interest of such Holders in the Collateral Securities constituting a part of such Securities. Prior to or concurrently with the execution and delivery of this Agreement, the initial Holders and the Collateral Agent shall (i) cause the Collateral Securities to be delivered to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction. The pledge provided in this Section 2 is herein referred to as the "Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." Subject to the Pledge, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral Securities constituting a part of such Securities.

The Pledge. The Holders from time to time of the Securities Units acting through the Purchase Contract Unit Agent, as their attorney-in-fact, hereby pledge to the Collateral Agent (for the benefit of the Company and the Call Option Holder as their interests may appear), and grant to the Collateral Agent, the Company and the Call Option Holder (as collateral security for the performance when due by such Holders of their respective obligations under the Purchase Contracts constituting part of such Securities, for the benefit of the Company, interests may appear) a security interest in all of the right, title and interest of such Holders in and to, the Collateral Pledged Securities constituting a part underlying such Units (and proceeds therefrom), as collateral security to ensure the performance when due by such Holders of their respective obligations under the Purchase Contracts and Call Options underlying such SecuritiesUnits. Prior to or concurrently Concurrently with the execution and delivery of this Agreement, the initial Holders of the first 1,500,000 Normal Units issued under the Master Unit Agreement, the Unit Agent and the Collateral Agent are causing 1,500,000 QUIPS to be delivered to, and registered in the name of, the Collateral Agent, and such QUIPS will thereupon constitute Pledged Securities forming a part of such Normal Units. As used in this Section 2, the term "delivery" shall have the meaning ascribed to it in the Uniform Commercial Code of the State of New York. In the event that any or all of the additional 225,000 Normal Units that may be issued as a result of an exercise of the overallotment option of the underwriters under the Underwriting Agreement are issued pursuant to the Master Unit Agreement at or after the execution of this Agreement, the initial Holders of such Normal Units, the Unit Agent and the Collateral Agent shall (i) cause a number of QUIPS equal to the Collateral Securities number of such Normal Units to be delivered to to, and registered in the name of, the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through the facilities Agent, and such QUIPS will thereupon constitute Pledged Securities forming a part of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury RegulationsNormal Units. In addition, the execution and delivery hereof by the Purchase Contract Unit Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession securities intermediary or otherwise) of the Pledge and of its holding of such Collateral QUIPS or other Pledged Securities substituted therefor in accordance with the provisions hereof subject to the Pledge, in each case, Pledge and of its crediting such QUIPS or other Pledged Securities to a separate account for purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction. The pledge provided in this Section 2 is herein referred to as the "Pledge" jurisdiction and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." Applicable Treasury Regulations. Subject to the Pledge, the Holders from time to time of the Securities Units shall have full beneficial ownership of the Pledged Securities underlying such Units, and shall be entitled (directly or through the Collateral Agent) to all of the rights provided by such Pledged Securities, and the Company and the Call Option Holder shall have no rights with respect to such Pledged Securities constituting a part of such Securitiesother than their respective security interests therein.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of such Holders and the Purchase Contract Agent in the Collateral Securities constituting a part of such SecuritiesCollateral. Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Equity Units, shall (i) cause the Collateral Securities Debentures underlying the Pledged Applicable Ownership Interests in Debentures comprising a part of the Corporate Units, to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Debentures shall be Transferred by Federal Reserve Bank-Wire or physically delivering such Debentures to the Collateral Agent endorsed in blank. From time to time, the Treasury Securities and the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent as the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "“Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." ” Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debentures held in physical form reregistered in its name or in the name of its agent or the Securities constituting Intermediary and credited to the Collateral Account. Except as may be required in order to release Pledged Applicable Ownership Interest in Debentures (or if (i) a part Special Event Redemption, (ii) a Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, the Pledged Applicable Ownership Interest in the Treasury Portfolio) or Pledged Treasury Securities in connection with a Holder’s election to convert its investment from Corporate Units to Treasury Units, or from Treasury Units to Corporate Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debentures (or if (i) a Special Event Redemption, (ii) Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debentures evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debentures remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in (i) all of the right, title and interest of such Holders (a) in the Collateral Preferred Securities constituting a part of the Securities and all Proceeds thereof and any Treasury Securities delivered in exchange for such SecuritiesPreferred Securities in accordance with Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement (the "Collateral"); (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets and other property credited thereto and all Security Entitlements related thereto; (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (f) all proceeds of the foregoing. Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Income PRIDES, shall (i) cause the Collateral Preferred Securities comprising a part of the Income PRIDES to be delivered to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through for the facilities benefit of the Depositary Trust CompanyCompany by physically delivering such securities to the Collateral Agent endorsed in blank and the Collateral Agent delivering such securities to the Securities Intermediary and causing the Securities Intermediary to credit the Collateral Account with such securities and send the Collateral Agent a confirmation of the deposit of such securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate stated liquidation amount equal to the account aggregate principal amount of the Collateral Agent designated by it for Treasury Securities so Transferred, in the case of Preferred Securities, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such purpose and (iiterm) take appropriate action of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so transferred, in the event that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In additiona Tax Event Redemption has occurred, the execution and delivery hereof by to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the Collateral Agent Treasury Portfolio, as applicable, shall constitute (i) the notification be Transferred to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment Account maintained by the Collateral Agent (as third party in possession or otherwise) of at the Pledge and of its holding of such Collateral Securities subject Intermediary by book-entry transfer to the PledgeCollateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, in each case, for has been credited to the Collateral Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Preferred Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Collateral Preferred Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Preferred Securities" or the "Pledged Collateral Treasury Securities.," respectively. Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities constituting Intermediary shall have the right to reregister the Preferred Securities or any other securities held in physical form in its name. Except as may be required in order to release Preferred Securities in connection with a part Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or except as otherwise required to release securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Preferred Security prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Preferred Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Preferred Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the Collateral Debt Securities and Treasury Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Debt Securities, and any Debt Securities delivered in exchange for any Treasury Securities, in accordance with Article IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such SecuritiesHolders or the Purchase Contract Agent under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.4 hereof; (c) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in the Applicable Ownership Interest in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of (i) a Tax Event Redemption as provided in Section 6.2 hereof or (ii) a successful remarketing of the Debt Securities and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Securities, shall (i) cause the Collateral Debt Securities comprising a part of the Corporate Units to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities shall be Transferred by Federal Reserve Bank-Wire or physically delivering such Debt Securities to the Collateral Agent endorsed in blank. Treasury Securities and any Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Debt Securities, Treasury Securities or the Applicable Ownership Interest in any Treasury Portfolio subject to the Pledge, excluding any Collateral Debt Securities or Treasury Securities or interest in any Treasury Portfolio released from the Pledge as provided in Section 4 Article IV hereof, are hereinafter referred to as "Pledged Debt Securities", the "Pledged Collateral Treasury Securities," or "Pledged Applicable Ownership Interest in a Treasury Portfolio," respectively, and collectively, the "Pledged Securities." Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debt Securities constituting or any other Securities held in physical form reregistered in its name or in the name of its agent or the Securities Intermediary and credited to the Collateral Account. Except as may be required in order to release Debt Securities (or, if (i) a part Tax Event Redemption or (ii) a successful remarking of the Debt Securities, as the case may be, has occurred, the Applicable Ownership Interest in the appropriate Treasury Portfolio) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, or from Treasury Units to Corporate Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debt Securities (or, if (i) a Tax Event Redemption or (ii) a successful remarking of the Debt Securities, as the case may be, has occurred, the Applicable Ownership Interest in the appropriate Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debt Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debt Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in- fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders Holders (a) in (i) the Collateral Capital Securities, Treasury Consideration and Treasury Securities constituting a part of the Securities, (ii) any Treasury Securities delivered in exchange for any Capital Securities or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (iii) any Capital Securities or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Securities. Holders under the provisions of this Agreement; (b) in the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; (c) in any Debentures delivered to the Collateral Agent upon the occurrence of a liquidation of the Trust as provided in Section 6.2; and (d) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). (e) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Securities, shall (i) cause the Collateral Capital Securities comprising a part of the Normal Units to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Capital Securities shall be Transferred by Federal Reserve Bank-Wire or physically delivering such securities to the Securities Intermediary indorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such securities and sending the Collateral Agent a confirmation of the deposit of such securities. Treasury Securities and Treasury Consideration, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Consideration, has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction. , the Collateral Agent shall be the agent of the Company as provided herein. (f) The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof), Treasury Consideration or Treasury Securities subject to the Pledge, excluding any Collateral Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof), Treasury Consideration or Treasury Securities released from the Pledge as provided in Section 4 Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Capital Securities," "Pledged Treasury Consideration" or the "Pledged Collateral Treasury Securities.," respectively. Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities constituting Intermediary shall have the right to reregister the Capital Securities or any other securities held hereunder in physical form in its name. (g) Except as may be required in order to release Capital Securities or Treasury Consideration, as applicable, in connection with a part Holder's election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Capital Securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-factattorney‑in‑fact, and the Purchase Contract Agent, as such attorney‑in‑fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of such Holders and the Purchase Contract Agent in the Collateral Securities constituting a part of such SecuritiesCollateral. Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Equity Units, shall (i) cause the Collateral Securities Debentures underlying the Pledged Applicable Ownership Interests in Debentures comprising a part of the Corporate Units, to be delivered Transferred to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through for the facilities benefit of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated . Such Debentures shall be Transferred by it for physically delivering such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification Debentures to the Collateral Agent (endorsed in blank. From time to time, the Treasury Securities and the Treasury Portfolio, as bailee or otherwise) of applicable, shall be Transferred to the Pledge and (ii) an acknowledgment Collateral Account maintained by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject Intermediary by book‑entry transfer to the PledgeCollateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, in each case, for has been credited to the Collateral Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "“Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." ” Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debentures held in physical form reregistered in its name or in the name of its agent or the Securities constituting Intermediary and credited to the Collateral Account. Except as may be required in order to release Pledged Applicable Ownership Interest in Debentures (or if (i) a part Special Event Redemption, (ii) a Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, the Pledged Applicable Ownership Interest in the Treasury Portfolio) or Pledged Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, or from Treasury Units to Corporate Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debentures (or if (i) a Special Event Redemption, (ii) Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debentures evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debentures remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of such Holders and the Purchase Contract Agent in the Collateral Securities constituting a part of such SecuritiesCollateral. Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Equity Units, shall (i) cause the Collateral Securities Debentures underlying the Pledged Applicable Ownership Interests in Debentures that are components of the Corporate Units, to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Debentures shall be Transferred by Federal Reserve Bank-Wire or physically delivering such Debentures to the Collateral Agent endorsed in blank. From time to time, the Treasury Securities and the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent as the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "“Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." ” Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debentures held in physical form reregistered in its name or in the name of its agent or the Securities constituting Intermediary and credited to the Collateral Account. Except as may be required in order to release Pledged Applicable Ownership Interest in Debentures (or if (i) a part Special Event Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement, (ii) a Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, a Pledged Applicable Ownership Interest in the Treasury Portfolio) or Pledged Treasury Securities in connection with a Holder’s election to convert its investment from Corporate Units to Treasury Units, or from Treasury Units to Corporate Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debentures (or if (i) a Special Event Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement, (ii) Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debentures evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debentures remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the Collateral Debentures and Treasury Securities constituting a part of the New Securities and any Treasury Securities delivered in exchange for any Debentures, and any Debentures delivered in exchange for any Treasury Securities, in accordance with Article IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such SecuritiesHolders or the Purchase Contract Agent under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.4 hereof; (c) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in the Applicable Ownership Interest in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a successful remarketing of the Debentures or a Tax Event Redemption as provided in Section 6.2 hereof and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the New Securities, shall cause the Debentures comprising a part of the Corporate Units, and the Collateral Agent shall (i) cause Treasury Securities comprising a part of the Collateral Securities Treasury Units, to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Debentures shall be Transferred by Federal Reserve Bank-Wire or physically delivering such Debentures to the Collateral Agent endorsed in blank. Treasury Securities and the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Debentures, Treasury Securities or the Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Collateral Debentures or Treasury Securities or interest in the Treasury Portfolio released from the Pledge as provided in Section 4 Article IV hereof, are hereinafter referred to as the "Pledged Collateral Securities.Debentures," Subject to the Pledge, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral Securities constituting a part of such Securities."

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (a) in the Collateral Preferred Securities and Treasury Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Preferred Securities, and any Preferred Securities delivered in exchange for any Treasury Securities, in accordance with Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such SecuritiesHolders under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (f) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Preferred Securities comprising a part of the Income PRIDES, and the Collateral Agent shall (i) cause Treasury Securities comprising a part of the Collateral Securities Growth PRIDES, to be delivered Transferred to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through for the facilities benefit of the Depositary Trust Company. Such Preferred Securities shall be Transferred by physically delivering such Securities to the Securities Intermediary indorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate stated liquidation amount equal to the account aggregate principal amount of the Collateral Agent designated by it for Treasury Securities so Transferred, in the case of Preferred Securities, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such purpose and (iiterm) take appropriate action of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so transferred, in the event that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In additiona Tax Event Redemption has occurred, the execution and delivery hereof by to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the Collateral Agent Treasury Portfolio, as applicable, shall constitute (i) the notification be Transferred to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment Account maintained by the Collateral Agent (as third party in possession or otherwise) of at the Pledge and of its holding of such Collateral Securities subject Intermediary by book-entry transfer to the PledgeCollateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, in each case, for has been credited to the Collateral Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Preferred Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Collateral Preferred Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Preferred Securities" or the "Pledged Collateral Treasury Securities.," respectively. Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities constituting Intermediary shall have the right to reregister the Preferred Securities or any other Securities held in physical form in its name. Except as may be required in order to release Preferred Securities in connection with a part Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or except as otherwise required to release Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Preferred Security prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Preferred Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Preferred Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-factattorney‑in‑fact, and the Purchase Contract Agent, as such attorney‑in‑fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of such Holders and the Purchase Contract Agent in the Collateral Securities constituting a part of such SecuritiesCollateral. Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Equity Units, shall (i) cause the Collateral Securities Debentures underlying the Pledged Applicable Ownership Interests in Debentures that are a component of the Corporate Units, to be delivered Transferred to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through for the facilities benefit of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated . Such Debentures shall be Transferred by it for physically delivering such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification Debentures to the Collateral Agent (endorsed in blank. From time to time, the Treasury Securities and the Treasury Portfolio, as bailee or otherwise) of applicable, shall be Transferred to the Pledge and (ii) an acknowledgment Collateral Account maintained by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject Intermediary by book‑entry transfer to the PledgeCollateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, in each case, for has been credited to the Collateral Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "“Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." ” Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debentures held in physical form reregistered in its name or in the name of its agent or the Securities constituting Intermediary and credited to the Collateral Account. Except as may be required in order to release Pledged Applicable Ownership Interest in Debentures (or if (i) a part Special Event Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement, (ii) a Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, a Pledged Applicable Ownership Interest in the Treasury Portfolio) or Pledged Treasury Securities in connection with a Holder’s election to convert its investment from Corporate Units to Treasury Units, or from Treasury Units to Corporate Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debentures (or if (i) a Special Event Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement, (ii) Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debentures evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debentures remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. (a) The Holders from time to time of Trustee and the Securities Company, acting through the Purchase Contract AgentTrustee, as their its attorney-in-fact, hereby pledge pledges and grant grants to the Collateral Agent, for the benefit of the holders from time to time of the Notes, as collateral security for the payment and performance when due by the Company of its obligations to such Holders of their respective obligations holders under the Purchase Contracts constituting part of such Securities, for the benefit of the CompanyNotes, a security interest in in, and right of set-off against, all of the right, title and interest of such Holders in the Trustee and the Company in: (i) the Senior Notes; (ii) the Collateral Securities constituting a part Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; (iii) all Proceeds of such Securities. the foregoing; and (iv) all powers and rights now owned or hereafter acquired under or with respect to any of the foregoing (all of the foregoing, collectively, the “Collateral”). (b) Prior to or concurrently with the execution and delivery of this Agreement, the initial Holders and Trustee, on behalf of the Collateral Agent Company, shall (i) cause the Collateral Securities Senior Notes, which will be subject to the Pledge set forth in this Section 2.01, to be delivered Transferred to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through for the facilities benefit of the Depositary Trust Company, holders from time to time of the Notes. (c) The pledge provided in this Section 2.01 is herein referred to as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer “Pledge” and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In additionSenior Notes, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each caseare hereinafter referred to as “Pledged Senior Notes”. Subject to the Pledge and the provisions of Section 2.02 hereof, for the Company shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction. The pledge provided in this Section 2 is herein referred to as the "Pledge" and , the Collateral Securities subject to Agent shall be the Pledge, excluding any Collateral Securities released from agent of the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." Subject to the Pledge, the Holders holders from time to time of the Notes as provided herein. Whenever directed by the Collateral Agent acting on behalf of such holders, the Securities Intermediary shall have full beneficial ownership the right to reregister in its name the Senior Notes or any other securities held in physical form. (d) Except as may be required in order to release Senior Notes in connection with a Special Event Redemption, or except as otherwise required to release Senior Notes as specified herein, the Collateral Agent, shall not relinquish physical possession of any certificate evidencing Senior Notes prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Company shall use its commercially reasonable best efforts to arrange for the Securities Intermediary to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to the Securities Intermediary or endorsed in blank (or accompanied by a bond power endorsed in blank) within fifteen calendar days of the date the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Securities constituting a Agent of its inability to obtain possession of any such replacement certificate as required hereby. (e) Notwithstanding anything contained herein to the contrary, for avoidance of doubt, interest payments on the Senior Notes shall not be subject to the Pledge and therefore are not part of such Securitiesthe Collateral.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral Agent, as collateral security for the performance when due by such Holders of their respective obligations under the Purchase Contracts constituting part of such Securities, for the benefit of the Company, a security interest in all of the right, title and interest of such Holders in the Collateral Securities Treasury Notes constituting a part of such Securities. Prior to or concurrently with the execution and delivery of this Agreement, the initial Holders and the Collateral Agent shall (i) cause the Collateral Securities Treasury Notes to be delivered to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities Treasury Notes have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities Treasury Notes subject to the Pledge, in each case, for purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction. The pledge provided in this Section 2 is herein referred to as the "Pledge" and the Collateral Securities Treasury Notes subject to the Pledge, excluding any Collateral Securities Treasury Notes released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral SecuritiesTreasury Notes." Subject to the Pledge, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral Securities Treasury Notes constituting a part of such Securities.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in (i) all of the right, title and interest of such Holders (a) in the Collateral Debt Securities and Treasury Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Debt Securities, and any Debt Securities delivered in exchange for any Treasury Securities, in accordance with Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such SecuritiesHolders under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in the Treasury Portfolio purchased on behalf of the Holders of Type A Securities by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Debt Securities comprising a part of the Type A Securities, and the Collateral Agent shall (i) cause Treasury Securities comprising a part of the Collateral Securities Type B Securities, to be delivered Transferred to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through for the facilities benefit of the Depositary Trust Company. Such Debt Securities shall be Transferred by physically delivering such Securities to the Securities Intermediary endorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Type A Securities so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Debt Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate stated liquidation amount equal to the account aggregate principal amount of the Collateral Agent designated by it for Treasury Securities so Transferred, in the case of Debt Securities, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such purpose and (iiterm) take appropriate action of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so transferred, in the event that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In additiona Tax Event Redemption has occurred, the execution and delivery hereof by to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the Collateral Agent Treasury Portfolio, as applicable, shall constitute (i) the notification be Transferred to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment Account maintained by the Collateral Agent (as third party in possession or otherwise) of at the Pledge and of its holding of such Collateral Securities subject Intermediary by book-entry transfer to the PledgeCollateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, in each case, for has been credited to the Collateral Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Debt Securities or Treasury Securities subject to the Pledge, excluding any Collateral Debt Securities or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Debt Securities" or the "Pledged Collateral Treasury Securities.," respectively. Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities constituting Intermediary shall have the right to reregister the Debt Securities or any other Securities held in physical form in its name. Except as may be required in order to release Debt Securities in connection with a part Holder's election to convert its investment from Type A Securities to Type B Securities, or except as otherwise required to release Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debt Securities or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Debt Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debt Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (a) in the Collateral Debt Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Debt Securities, and any Debt Securities delivered in exchange for any Treasury Securities, in accordance with Section 4.2 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such SecuritiesHolders under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in the Treasury Portfolio purchased on behalf of the Holders of Normal Units by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Securities, shall (i) cause the Collateral Debt Securities comprising a part of the Normal Units to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities shall be Transferred by Federal Reserve Bank-Wire or physically delivering such Securities to the Securities Intermediary indorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Normal Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company to the Purchase Contract Agent of Debt Securities with an aggregate stated liquidation preference equal to the aggregate principal amount at maturity of the Treasury Securities so Transferred on behalf of such Holder. Treasury Securities and the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Debt Securities, Treasury Securities or Treasury Portfolio subject to the Pledge, excluding any Collateral Debt Securities, Treasury Securities or Treasury Portfolio released from the Pledge as provided in Section 4 Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Debt Securities", the "Pledged Collateral Treasury Securities" or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively, and collectively, the "Pledged Securities." Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities constituting Intermediary shall have the right to reregister the Debt Securities or any other Securities held in physical form in its name. Except as may be required in order to release Debt Securities (or if a part Tax Event Redemption has occurred, the Applicable Ownership Interest in the Treasury Portfolio) in connection with a Holder's election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Debt Security or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Debt Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debt Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (a) in the Collateral Securities Preferred Shares constituting a part of the Securities and any Treasury Securities delivered in exchange for any Preferred Shares, and any Preferred Shares delivered in exchange for any Treasury Securities, in accordance with Section 4.2 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such SecuritiesHolders under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; and (d) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Securities, shall (i) cause the Collateral Securities Preferred Shares comprising a part of the Income PRIDES to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Preferred Shares shall be Transferred by Federal Reserve Bank-Wire or physically delivering such Securities to the Securities Intermediary indorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company to the Purchase Contract Agent of Preferred Shares with an aggregate stated liquidation preference equal to the aggregate principal amount at maturity of the Treasury Securities so Transferred on behalf of such Holder. Such Treasury Securities shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Preferred Shares or Treasury Securities subject to the Pledge, excluding any Collateral Preferred Shares or Treasury Securities released from the Pledge as provided in Section 4 Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Preferred Shares" or the "Pledged Collateral Treasury Securities.," respectively. Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities constituting Intermediary shall have the right to reregister the Preferred Shares or any other Securities held in physical form in its name. Except as may be required in order to release Preferred Shares in connection with a part Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or except as otherwise required to release Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Preferred Share prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Preferred Shares evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Preferred Shares remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in (i) all of the right, title and interest of such Holders (a) in the Collateral Preferred Securities constituting a part of the securities and all Proceeds thereof (including any Proceeds from the repayment of the Preferred Securities by the Trust) and any Treasury Securities delivered in exchange for such SecuritiesPreferred Securities in accordance with Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement (the "Collateral"); (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets and other property credited thereto and all security entitlements related thereto; and (d) in any Junior Subordinated Debentures delivered to the Collateral Agent upon the occurrence of a Tax Event or an Investment Company Event or a liquidation of the Trust as provided in Section 6.3. Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Income PRIDES, shall (i) cause the Collateral Preferred Securities comprising a part of the Income PRIDES to be delivered to the Collateral Agent for the benefit of the Company by Federal Reserve Bank-Wire or physically delivering such securities to the Securities Intermediary endorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such securities and send the Collateral Agent a confirmation of the deposit of such securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Preferred Securities to the Purchase Contract Agent on behalf of such Holder. Treasury Securities shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations, the Uniform Commercial Code as adopted and in effect in any applicable jurisdictionjurisdiction or Revised Article 8 as made applicable by the TRADES Regulations, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Preferred Securities or Treasury Securities subject to the Pledge, excluding any Collateral Preferred Securities or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Preferred Securities" or the "Pledged Collateral Treasury Securities.," respectively. Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities constituting Intermediary shall have the right to reregister the Preferred Securities or any other securities held in physical form in its name. Except as may be required in order to release Preferred Securities in connection with a part Holder's election to convert its investment from an Income Pride to a Growth Pride, or except as otherwise required to release securities as specified herein, the Collateral Agent shall not relinquish physical possession of any certificate evidencing a Preferred Security prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Preferred Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Preferred Securities remaining subject to the Pledge hereunder registered to it or indorsed in blank within fifteen days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-factattorney‑in‑fact, and the Purchase Contract Agent, as such attorney‑in‑fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of such Holders and the Purchase Contract Agent in the Collateral Securities constituting a part of such SecuritiesCollateral. Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Equity Units, shall (i) cause the Collateral Securities Debentures underlying the Pledged Applicable Ownership Interests in Debentures that are a component of the Corporate Units, to be delivered Transferred to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through for the facilities benefit of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated . Such Debentures shall be Transferred by it for physically delivering such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification Debentures to the Collateral Agent (endorsed in blank. From time to time, the Treasury Securities and the Treasury Portfolio, as bailee or otherwise) of applicable, shall be Transferred to the Pledge and (ii) an acknowledgment Collateral Account maintained by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject Intermediary by book‑entry transfer to the PledgeCollateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, in each case, for has been credited to the Collateral Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "“Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." ” Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debentures held in physical form reregistered in its name or in the name of its agent or the Securities constituting Intermediary and credited to the Collateral Account. Except as may be required in order to release Pledged Applicable Ownership Interest in Debentures (or if (i) a part Special Event Redemption, (ii) a Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, a Pledged Applicable Ownership Interest in the Treasury Portfolio) or Pledged Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, or from Treasury Units to Corporate Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debentures (or if (i) a Special Event Redemption, (ii) Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debentures evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debentures remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the Collateral Debt Securities and Treasury Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Debt Securities, and any Debt Securities delivered in exchange for any Treasury Securities, in accordance with Article IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such SecuritiesHolders under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in the Treasury Portfolio purchased on behalf of the Holders of Type A Securities by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Debt Securities comprising a part of the Type A Securities, and the Collateral Agent shall (i) cause Treasury Securities comprising a part of the Collateral Securities Type B Securities, to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities shall be Transferred by Federal Reserve Bank-Wire or physically delivering such Debt Securities to Collateral Agent endorsed in blank. Treasury Securities and the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Debt Securities, Treasury Securities or Treasury Portfolio subject to the Pledge, excluding any Collateral Debt Securities or Treasury Securities or interest in the Treasury Portfolio released from the Pledge as provided in Section 4 Article IV hereof, are hereinafter referred to as "Pledged Debt Securities", the "Pledged Collateral Treasury Securities," or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively, and collectively, the "Pledged Securities." Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debt Securities constituting or any other Securities held in physical form. Except as may be required in order to release Debt Securities (or if a part Tax Event Redemption has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities in connection with a Holder's election to convert its investment from Type A Securities to Type B Securities, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debt Securities (or if a Tax Event Redemption has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debt Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debt Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the ---------- Securities acting through the Purchase Contract Agent, as their attorney-in-in- fact, hereby pledge and grant to the Collateral Agent, as collateral security for the performance when due by such Holders of their respective obligations under the Purchase Contracts constituting part of such Securities, for the benefit of the Company, a security interest in all of the right, title and interest of such Holders in the Collateral Securities Treasury Notes constituting a part of such Securities. Prior to or concurrently with the execution and delivery of this Agreement, the initial Holders and the Collateral Agent shall (i) cause the Collateral Securities Treasury Notes to be delivered to the Collateral Agent by Federal Reserve Bank-Bank- Wire or by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities Treasury Notes have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities Treasury Notes subject to the Pledge, in each case, for purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction. The pledge provided in this Section 2 is herein referred to as the "Pledge" and the Collateral Securities Treasury Notes subject to the Pledge, excluding any Collateral Securities Treasury Notes released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral SecuritiesTreasury Notes." Subject to the Pledge, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral Securities Treasury Notes constituting a part of such Securities.

The Pledge. The As collateral security for the performance when due by the Holders from time to time of the Securities of their respective obligations under the Purchase Contracts constituting part of such Securities, such Holders acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral Agent, as collateral security for the performance when due by such Holders of their respective obligations under the Purchase Contracts constituting part of such Securities, for the benefit of the Company, a security interest in all of the right, title and interest of such Holders in the Collateral Underlying Securities constituting a part of such Securities. Prior to or concurrently with the execution and delivery of this Agreement, the initial Holders and the Collateral Agent shall (i) cause the Collateral Underlying Securities to be delivered to the Collateral Agent [by Federal Reserve Bank-Wire or by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose purpose] and (ii) [take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Underlying Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations] [take appropriate action to reflect such transfer and the Pledge by appropriate entries in its records]. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Underlying Securities subject to the Pledge, in each case, for purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction. The pledge provided in this Section 2 is herein referred to as the "Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." Subject to the Pledge, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral Securities constituting a part of such Securities.[Applicable

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral Agent, as collateral security for the performance when due by such Holders of their respective obligations under the Purchase Contracts constituting part of such Securities, for the benefit of the Company, a security interest in all of the right, title and interest of such Holders in the Collateral Securities constituting a part of such Securities. Prior to or concurrently with the execution and delivery of this Agreement, the initial Holders and the Collateral Agent shall (i) cause the Collateral Securities to be delivered to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In addition, the execution and delivery hereof by the bythe Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction. The pledge provided in this Section 2 is herein referred to as the "Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." Subject to the Pledge, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral Securities constituting a part of such Securities.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of such Holders and the Purchase Contract Agent in the Collateral Securities constituting a part of such SecuritiesCollateral. Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Equity Units, shall (i) cause the Collateral Securities Debentures underlying the Pledged Applicable Ownership Interests in Debentures that are components of the Corporate Units, to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Debentures shall be Transferred by Federal Reserve Bank-Wire or physically delivering such Debentures to the Collateral Agent endorsed in blank. From time to time, the Treasury Securities and the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent as the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "“Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." ” Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the DB 1/ 148045215.3 Debentures held in physical form reregistered in its name or in the name of its agent or the Securities constituting Intermediary and credited to the Collateral Account. Except as may be required in order to release Pledged Applicable Ownership Interest in Debentures (or if (i) a part Special Event Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement, (ii) a Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, a Pledged Applicable Ownership Interest in the Treasury Portfolio) or Pledged Treasury Securities in connection with a Holder’s election to convert its investment from Corporate Units to Treasury Units, or from Treasury Units to Corporate Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debentures (or if (i) a Special Event Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement, (ii) Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debentures evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debentures remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract AgentBorrower hereby pledges, as their attorney-in-factassigns, hereby pledge hypothecates, transfers, and grant delivers to the Collateral AgentBank all its right, as collateral security for title and interest to, and hereby grants to the performance when due by such Holders of their respective obligations under the Purchase Contracts constituting part of such SecuritiesBank a first lien on, for the benefit of the Company, a and security interest in in, all of the right, title and interest of such Holders the Borrower in and to the Collateral Securities constituting a part of such Securities. Prior to or concurrently with following (hereinafter collectively called the execution and delivery of this Agreement, the initial Holders and the Collateral Agent shall "Pledged Bond Collateral"): (i) all Bonds delivered by the owners thereof to the Tender Agent (as defined in the Indenture) or Remarketing Agent (as defined in the Indenture) and purchased on behalf of the Borrower with proceeds of drawings under the Letter of Credit (the "Pledged Bonds"); (ii) all income, earnings, profits, interest, premium or other payments in whatever form in respect of the Pledged Bonds; and (iii) all proceeds (cash and non-cash) arising out of the sale, exchange, collection, enforcement or other disposition of all or any portion of the Pledged Bonds. The Pledged Bond Collateral shall serve as security for the payment and performance when due of all obligations of the Borrower hereunder. The Borrower shall deliver, or cause the Collateral Securities to be delivered delivered, the Pledged Bonds to the Collateral Agent Bank or to a pledge agent designated by Federal Reserve Bank-Wire or by the Bank immediately upon receipt thereof or, in the case of Pledged Bonds held under a book-entry transfer through system administered by The Depository Trust Company ("DTC"), New York, New York (or any other clearing corporation), the facilities Borrower shall cause the Pledged Bonds to be reflected on the records of DTC (or such other clearing corporation) as a position held by the Depositary Trust Company, as the case may be, Bank (or a pledge agent acceptable to the account of Bank) as a DTC participant (or a participant in such other clearing corporation) and the Collateral Agent designated by it for such purpose and Bank (iior its pledge agent) take appropriate action so shall reflect on its records that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In addition, the execution and delivery hereof Pledged Bonds are owned beneficially by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities Borrower subject to the Pledge, pledge in each case, for purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction. The pledge provided in this Section 2 is herein referred to as the "Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." Subject to the Pledge, the Holders from time to time favor of the Securities shall have full beneficial ownership of the Collateral Securities constituting a part of such SecuritiesBank.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of such Holders and the Purchase Contract Agent in the Collateral Securities constituting a part of such SecuritiesCollateral. Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Equity Units, shall (i) cause the Collateral Securities Debentures underlying the Pledged Applicable Ownership Interests in Debentures that are a component of the Corporate Units, to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Debentures shall be Transferred by Federal Reserve Bank-Wire or physically delivering such Debentures to the Collateral Agent endorsed in blank. From time to time, the Treasury Securities and the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent as the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "“Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." ” Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debentures held in physical form reregistered in its name or in the name of its agent or the Securities constituting Intermediary and credited to the Collateral Account. Except as may be required in order to release Pledged Applicable Ownership Interest in Debentures (or if (i) a part Special Event Redemption, (ii) a Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, a Pledged Applicable Ownership Interest in the Treasury Portfolio) or Pledged Treasury Securities in connection with a Holder’s election to convert its investment from Corporate Units to Treasury Units, or from Treasury Units to Corporate Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debentures (or if (i) a Special Event Redemption, (ii) Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debentures evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debentures remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders Each Holder from time to time of the Securities any Securities, acting through the Purchase Contract Agent, Agent as their such Holder's attorney-in-fact, hereby pledge pledges and grant grants to the Collateral AgentAgent for the benefit of the Company, as collateral security for the performance when due by such Holders Holder of their respective such Holder's obligations under the Purchase Contracts constituting part comprising a portion of such Securities, for the benefit of the Company, a security interest in all of the right, title and interest of such Holders Holder in the Collateral Treasury Securities constituting (including Treasury Securities delivered in substitution therefor pursuant to Section 4.03 of the Purchase Contract Agreement) comprising a part portion of such Securities, the Collateral Account, all funds, securities, security entitlements, financial assets, investment property and other property of any kind from time to time credited to the Collateral Account, all security entitlements in respect of any of the foregoing and all proceeds of any of the foregoing (collectively, the "COLLATERAL"). Prior to or concurrently Concurrently with the execution issuance and delivery of this Agreementthe Securities, Morgxx Xxxnxxx & Xo. Incorporated, as representative of the initial Holders and the Collateral Agent Underwriters, shall cause (i) cause the Collateral Treasury Securities to be delivered credited to an account of the Collateral Agent Securities Intermediary at the Federal Reserve Bank of New York by Federal Reserve Bank-Wire or by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Securities Intermediary to credit the Treasury Securities to the Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries Account, in its records each case in accordance with Applicable Treasury Regulations. In addition, Regulations and the execution UCC and delivery hereof by pursuant to instructions from the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee or otherwise) on behalf of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdictionHolders. The pledge provided in this Section 2 is herein referred to as the "PledgePLEDGE" and the Collateral Treasury Securities subject to the Pledge, excluding any Collateral Treasury Securities released from the Pledge as provided in Section 4 5 hereof, are hereinafter referred to as the "Pledged Collateral SecuritiesPLEDGED TREASURY SECURITIES." Subject to the Pledge, and to the provisions of Article 4 of the Purchase Contract Agreement, the Holders from time to time of the Securities shall have full beneficial ownership of the Treasury Securities credited to the Collateral Securities constituting a part Account and all security entitlements (as defined in 31 C.F.R. Section 357.2 or Article 8 of such Securitiesthe UCC or any similar provision of the law of any State)) in respect thereof.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the Collateral Debt Securities and Treasury Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Debt Securities, and any Debt Securities delivered in exchange for any Treasury Securities, in accordance with Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such SecuritiesHolders under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in the appropriate Applicable Ownership Interest in a Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon (i) the occurrence of a Tax Event Redemption as provided in Section 6.2 or (ii) upon the occurrence of a successful remarketing of the Series K Notes or the Series L Notes, as the case may be, and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Securities, shall (i) cause the Collateral Debt Securities comprising a part of the Corporate Units to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities shall be Transferred by Federal Reserve Bank-Wire or physically delivering such Debt Securities to the Collateral Agent endorsed in blank. Treasury Securities and any Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Debt Securities, Treasury Securities or any Treasury Portfolio subject to the Pledge, excluding any Collateral Debt Securities or Treasury Securities or interest in any Treasury Portfolio released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Debt Securities", the "Pledged Collateral Treasury Securities," or "Pledged Applicable Ownership Interest in a Treasury Portfolio," respectively, and collectively, the "Pledged Securities." Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debt Securities constituting or any other Securities held in physical form reregistered in its name or in the name of its agent or the Securities Intermediary and credited to the Collateral Account. Except as may be required in order to release Debt Securities (or, if (i) a part Tax Event Redemption or (ii) a successful remarking of the Series K Notes or Series L Notes, as the case may be, has occurred, the appropriate Applicable Ownership Interest in a Treasury Portfolio) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, or from Treasury Units to Corporate Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debt Securities (or, if (i) a Tax Event Redemption or (ii) a successful remarking of the Series K Notes or Series L Notes, as the case may be, has occurred, the appropriate Applicable Ownership Interest in a Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debt Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debt Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the Collateral Debt Securities and Treasury Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Debt Securities, and any Debt Securities delivered in exchange for any Treasury Securities, in accordance with Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such SecuritiesHolders under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Debt Securities comprising a part of the Income PRIDES, and the Collateral Agent shall (i) cause Treasury Securities comprising a part of the Collateral Securities Growth PRIDES, to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities shall be Transferred by Federal Reserve Bank-Wire or physically delivering such Debt Securities to the Collateral Agent endorsed in blank. Treasury Securities and the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Debt Securities, Treasury Securities or Treasury Portfolio subject to the Pledge, excluding any Collateral Debt Securities or Treasury Securities or interest in the Treasury Portfolio released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Debt Securities", the "Pledged Collateral Treasury Securities," or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively, and collectively, the "Pledged Securities." Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debt Securities constituting or any other Securities held in physical form reregistered in its name or in the name of its agent or the Securities Intermediary and credited to the Collateral Account. Except as may be required in order to release Debt Securities (or if a part Tax Event Redemption has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities in connection with a Holder's election to convert its investment from Income PRIDES to Growth PRIDES, or from Growth PRIDES to Income PRIDES, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debt Securities (or if a Tax Event Redemption has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debt Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debt Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the Collateral Debt Securities and Treasury Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Debt Securities, and any Debt Securities delivered in exchange for any Treasury Securities, in accordance with Article IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such SecuritiesHolders or the Purchase Contract Agent under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.4 hereof; (c) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in the Applicable Ownership Interest in a Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of (i) a Special Event Redemption as provided in Section 6.2 hereof or (ii) a successful remarketing of the Debt Securities on any Remarketing Date during the Period for Early Remarketing as provided in Section 6.3 and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Securities, shall (i) cause the Collateral Debt Securities comprising a part of the Income PRIDES to be delivered Transferred to the Collateral Agent for the benefit of the Company, to secure the obligations of the Holders to purchase Common Stock pursuant to the Purchase Contracts. Such Debt Securities shall be Transferred by Federal Reserve Bank-Wire or physically delivering such Debt Securities to the Collateral Agent endorsed in blank. Any Treasury Securities and any applicable Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Debt Securities, the Treasury Securities or the Applicable Ownership Interest in a Treasury Portfolio subject to the Pledge, excluding any Collateral Debt Securities or Treasury Securities or interest in any Treasury Portfolio released from the Pledge as provided in Section 4 Article IV hereof, are hereinafter referred to as the "Pledged Collateral Debt Securities," the "Pledged Treasury Securities," or the "Pledged Applicable Ownership Interest in a Treasury Portfolio," respectively, and, collectively, the "Pledged Securities." Following the maturity of the Pledged Treasury Securities on February 15, 2007, the Holders of Growth PRIDES shall have such interests, rights and obligations, and the Collateral Agent shall have such security interests, rights and obligations, with respect to the cash proceeds paid upon maturity of such Pledged Treasury Securities as they had in respect of the Pledged Treasury Securities, as provided in II, III, IV, V and VI hereof, and any reference herein to the Pledged Treasury Securities shall be deemed to be a reference to such cash proceeds subject to the Pledge. Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debt Securities constituting or any other Securities held in physical form reregistered in its name or in the name of its agent or the Securities Intermediary and credited to the Collateral Account. Except as may be required in order to release Debt Securities (or, following (i) a part Special Event Redemption prior to the Reset Date or (ii) a successful remarketing of the Debt Securities on a Remarketing Date falling during the Period for Early Remarketing, as the case may be, the Applicable Ownership Interest in the appropriate Treasury Portfolio) or Treasury Securities in connection with a Holder's election to convert its investment from Income PRIDES to Growth PRIDES, or from Growth PRIDES to Income PRIDES, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debt Securities (or, following (i) a Special Event Redemption or (ii) a successful remarketing of the Debt Securities on a Remarketing Date falling during the Period for Early Remarketing, as the case may be, the Applicable Ownership Interest in the appropriate Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debt Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debt Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the Collateral Debt Securities and Treasury Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Debt Securities, and any Debt Securities delivered in exchange for any Treasury Securities, in accordance with Article IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such SecuritiesHolders or the Purchase Contract Agent under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.4 hereof; (c) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in the Applicable Ownership Interest in a Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of (I) a Special Event Redemption as provided in Section 6.2 hereof or (ii) a successful remarketing of the Debt Securities on any Remarketing Date during the Period for Early Remarketing as provided in Section 6.3 and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Securities, shall (i) cause the Collateral Debt Securities comprising a part of the Income PRIDES to be delivered Transferred to the Collateral Agent for the benefit of the Company, to secure the obligations of the Holders to purchase Common Stock pursuant to the Purchase Contracts. Such Debt Securities shall be Transferred by Federal Reserve Bank-Wire or physically delivering such Debt Securities to the Collateral Agent endorsed in blank. Any Treasury Securities and any applicable Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Debt Securities, the Treasury Securities or the Applicable Ownership Interest in a Treasury Portfolio subject to the Pledge, excluding any Collateral Debt Securities or Treasury Securities or interest in any Treasury Portfolio released from the Pledge as provided in Section 4 Article IV hereof, are hereinafter referred to as the "Pledged Collateral Debt Securities," the "Pledged Treasury Securities," or the "Pledged Applicable Ownership Interest in a Treasury Portfolio," respectively, and, collectively, the "Pledged Securities." Following the maturity of the Pledged Treasury Securities on February 15, 2007, the Holders of Growth PRIDES shall have such interests, rights and obligations, and the Collateral Agent shall have such security interests, rights and obligations, with respect to the cash proceeds paid upon maturity of such Pledged Treasury Securities as they had in respect of the Pledged Treasury Securities, as provided in II, III, IV, V and VI hereof, and any reference herein to the Pledged Treasury Securities shall be deemed to be a reference to such cash proceeds subject to the Pledge. Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debt Securities constituting or any other Securities held in physical form reregistered in its name or in the name of its agent or the Securities Intermediary and credited to the Collateral Account. Except as may be required in order to release Debt Securities (or, following (I) a part Special Event Redemption prior to the Reset Date or (ii) a successful remarketing of the Debt Securities on a Remarketing Date falling during the Period for Early Remarketing, as the case may be, the Applicable Ownership Interest in the appropriate Treasury Portfolio) or Treasury Securities in connection with a Holder's election to convert its investment from Income PRIDES to Growth PRIDES, or from Growth PRIDES to Income PRIDES, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debt Securities (or, following (I) a Special Event Redemption or (ii) a successful remarketing of the Debt Securities on a Remarketing Date falling during the Period for Early Remarketing, as the case may be, the Applicable Ownership Interest in the appropriate Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debt Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debt Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-factattorney‑in‑fact, and the Purchase Contract Agent, as such attorney‑in‑fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of such Holders and the Purchase Contract Agent in the Collateral Securities constituting a part of such SecuritiesCollateral. Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Equity Units, shall (i) cause the Collateral Securities Debentures underlying the Pledged Applicable Ownership Interests in Debentures that are components of the Corporate Units, to be delivered Transferred to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through for the facilities benefit of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated . Such Debentures shall be Transferred by it for physically delivering such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification Debentures to the Collateral Agent (endorsed in blank. From time to time, the Treasury Securities and the Treasury Portfolio, as bailee or otherwise) of applicable, shall be Transferred to the Pledge and (ii) an acknowledgment Collateral Account maintained by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject Intermediary by book‑entry transfer to the PledgeCollateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, in each case, for has been credited to the Collateral Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "“Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." ” Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral DB1/ 116050876.5 Agent shall have the right to have the Debentures held in physical form reregistered in its name or in the name of its agent or the Securities constituting Intermediary and credited to the Collateral Account. Except as may be required in order to release Pledged Applicable Ownership Interest in Debentures (or if (i) a part Special Event Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement, (ii) a Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, a Pledged Applicable Ownership Interest in the Treasury Portfolio) or Pledged Treasury Securities in connection with a Holder’s election to convert its investment from Corporate Units to Treasury Units, or from Treasury Units to Corporate Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debentures (or if (i) a Special Event Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement, (ii) Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debentures evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debentures remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities time, acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in (i) all of the right, title and interest of such Holders (a) in the Preferred Securities now and hereafter relating to the Securities and all Proceeds thereof (including any Proceeds from the repayment of the Preferred Securities by the Trust) and any Treasury Securities delivered in exchange for such Preferred Securities in accordance with Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement, including any Preferred Securities transferred to the Collateral Agent in the future pursuant to Section 4.2 hereof (the "Collateral"); (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Securities constituting Account and all securities, financial assets and other property credited thereto and all Security Entitlements related thereto; (d) in any Debentures delivered to the Collateral Agent upon a part liquidation of such Securitiesthe Trust as provided in Section 6.2; and (e) all proceeds of the foregoing. Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Income PRIDES, shall (i) cause the Collateral Preferred Securities relating to the Income PRIDES to be delivered to the Collateral Agent for the benefit of the Company by Federal Reserve Bank-Wire or physically delivering such securities to the Securities Intermediary endorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such securities and send the Collateral Agent a confirmation of the deposit of such securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Preferred Securities to the Purchase Contract Agent on behalf of such Holder. Treasury Securities shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation 7 by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations of the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Preferred Securities (including Debentures that are pledged pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Collateral Preferred Securities (including Debentures that are pledged pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Preferred Securities" or the "Pledged Collateral Treasury Securities.," respectively. Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities constituting Intermediary shall have the right to reregister the Preferred Securities or any other securities held in physical form in its name. Except as may be required in order to release Preferred Securities in connection with a part Holder's election to convert its investment from an Income Pride to a Growth Pride, or except as otherwise required to release securities as specified herein, the Collateral Agent shall not relinquish physical possession of any certificate evidencing a Preferred Security prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Preferred Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Preferred Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The As collateral security for the performance ---------- when due by the Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral Agent, as collateral security for the performance when due by such Holders of their respective obligations under the Purchase Contracts constituting part of such Securities, such Holders acting through the Purchase Contract Agent, as their attorney-in- fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, a security interest in all of the right, title and interest of such Holders in the Collateral Underlying Securities constituting a part of such Securities. Prior to or concurrently with the execution and delivery of this Agreement, the initial Holders and the Collateral Agent shall (i) cause the Collateral Underlying Securities to be delivered to the Collateral Agent [by Federal Reserve Bank-Wire or by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose purpose] and (ii) [take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Underlying Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations] [take appropriate action to reflect such transfer and the Pledge by appropriate entries in its records]. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Underlying Securities subject to the Pledge, in each case, for purposes of perfecting the Pledge under [Applicable Treasury Regulations and other other] applicable law, as the case may be, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction. The pledge provided in this Section 2 is herein referred to as the "Pledge" and the Collateral Underlying Securities subject to the Pledge, excluding any Collateral Underlying Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Underlying Securities." Subject to the Pledge, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral Underlying Securities constituting a part of such Securities.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in (i) all of the right, title and interest of such Holders (a) in the Collateral Preferred Securities constituting a part of the securities and all Proceeds thereof (including any Proceeds from the repayment of the Preferred Securities by the Trust) and any Treasury Securities delivered in exchange for such SecuritiesPreferred Securities in accordance with Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement (the "Collateral"); (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets and other property credited thereto and all security entitlements related thereto; (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.3 and (e) all proceeds of the foregoing. Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Income PRIDES, shall (i) cause the Collateral Preferred Securities comprising a part of the Income PRIDES to be delivered to the Collateral Agent for the benefit of the Company by Federal Reserve Bank-Wire or physically delivering such securities to the Securities Intermediary endorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such securities and send the Collateral Agent a confirmation of the deposit of such securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Preferred Securities to the Purchase Contract Agent on behalf of such Holder. Treasury Securities shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations, the Uniform Commercial Code as adopted and in effect in any applicable jurisdictionjurisdiction or Revised Article 8 as made applicable by the TRADES Regulations, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Preferred Securities or Treasury Securities subject to the Pledge, excluding any Collateral Preferred Securities or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." Subject to the Pledge, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral Securities constituting a part of such Securities.as

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (a) in the Collateral Securities Preferred Shares constituting a part of the Securities and any Treasury Securities delivered in exchange for any Preferred Shares, and any Preferred Shares delivered in exchange for any Treasury Securities, in accordance with Section 4.2 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such SecuritiesHolders under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; and (d) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Securities, shall (i) cause the Collateral Securities Preferred Shares comprising a part of the Income PRIDES to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Preferred Shares shall be Transferred by Federal Reserve Bank-Wire or physically delivering such Securities to the Securities Intermediary indorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Preferred Shares with an aggregate stated liquidation preference equal to the aggregate principal amount at maturity of the Treasury Securities so Transferred to the Purchase Contract Agent on behalf of such Holder. Such Treasury Securities shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Preferred Shares or Treasury Securities subject to the Pledge, excluding any Collateral Preferred Shares or Treasury Securities released from the Pledge as provided in Section 4 Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Preferred Shares" or the "Pledged Collateral Treasury Securities.," respectively. Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities constituting Intermediary shall have the right to reregister the Preferred Shares or any other Securities held in physical form in its name. Except as may be required in order to release Preferred Shares in connection with a part Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or except as otherwise required to release Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Preferred Share prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Preferred Shares evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Preferred Shares remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral Agent, as collateral security for the performance when due by such Holders of their respective obligations under the Purchase Contracts constituting part of such Securities, for the benefit of the Company, a security interest in all of the right, title and interest of such Holders in the Collateral Securities constituting a part of such Securities. Prior to or concurrently with the execution and delivery of this Agreement, the initial Holders and the Collateral Agent shall (i) cause the Collateral Securities to be delivered to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction. The pledge provided in this Section 2 is herein referred to as the "Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." Subject to the Pledge, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral Securities constituting a part of such Securities.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in (i) all of the right, title and interest of such Holders (a) in the Preferred Securities now and hereafter relating to the Securities and all Proceeds thereof (including any Proceeds from the repayment of the Preferred Securities by the Trust) and any Treasury Securities delivered in exchange for such Preferred Securities in accordance with Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement, including any Preferred Securities transferred to the Collateral Agent in the future pursuant to Section 4.2 hereof (the "Collateral"); (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Securities constituting Account and all securities, financial assets and other property credited thereto and all security entitlements related thereto; (d) in any Debentures delivered to the Collateral Agent upon a part liquidation of such Securitiesthe Trust as provided in Section 6.2; and (e) all proceeds of the foregoing. Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Income PRIDES, shall (i) cause the Collateral Preferred Securities relating to the Income PRIDES to be delivered to the Collateral Agent for the benefit of the Company by Federal Reserve Bank-Wire or physically delivering such securities to the Securities Intermediary endorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such securities and send the Collateral Agent a confirmation of the deposit of such securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Preferred Securities to the Purchase Contract Agent on behalf of such Holder. Treasury Securities shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations of the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Preferred Securities (including Debentures that are pledged pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Collateral Preferred Securities (including Debentures that are pledged pursuant to Section 6.2 herein) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Preferred Securities" or the "Pledged Collateral Treasury Securities.," respectively. Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities constituting Intermediary shall have the right to reregister the Preferred Securities or any other securities held in physical form in its name. Except as may be required in order to release Preferred Securities in connection with a part Holder's election to convert its investment from an Income Pride to a Growth Pride, or except as otherwise required to release securities as specified herein, the Collateral Agent shall not relinquish physical possession of any certificate evidencing a Preferred Security prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Preferred Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Preferred Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-factattorney‑in‑fact, and the Purchase Contract Agent, as such attorney‑in‑fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of such Holders and the Purchase Contract Agent in the Collateral Securities constituting a part of such SecuritiesCollateral. Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Equity Units, shall (i) cause the Collateral Securities Debentures underlying the Pledged Applicable Ownership Interests in Debentures that are a component of the Corporate Units, to be delivered Transferred to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through for the facilities benefit of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated . Such Debentures shall be Transferred by it for physically delivering such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification Debentures to the Collateral Agent (endorsed in blank. From time to time, the Treasury Securities and the Treasury Portfolio, as bailee or otherwise) of applicable, shall be Transferred to the Pledge and (ii) an acknowledgment Collateral Account maintained by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject Intermediary by book‑entry transfer to the PledgeCollateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, in each case, for has been credited to the Collateral Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "“Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." ” Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debentures held in physical form reregistered in its name or in the name of its agent or the Securities constituting Intermediary and credited to the Collateral Account. Except as may be required in order to release Pledged Applicable Ownership Interest in Debentures (or if (i) a part Special Event Redemption, (ii) a Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, a Pledged Applicable Ownership Interest in the Treasury Portfolio) or Pledged Treasury Securities in connection with a Holder’s election to convert its investment from Corporate Units to Treasury Units, or from Treasury Units to Corporate Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debentures (or if (i) a Special Event Redemption, (ii) Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debentures evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debentures remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the Collateral Debentures and Treasury Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Debentures, and any Debentures delivered in exchange for any Treasury Securities, in accordance with Article IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such SecuritiesHolders under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in the Applicable Ownership Interest in the Treasury Portfolio purchased on behalf of the Holders of Type A Securities by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Debentures comprising a part of the Type A Securities, and the Collateral Agent shall (i) cause Treasury Securities comprising a part of the Collateral Securities Type B Securities, to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Debentures shall be Transferred by Federal Reserve Bank-Wire or physically delivering such Debentures to the Collateral Agent endorsed in blank. Treasury Securities and the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Debentures, Treasury Securities or Treasury Portfolio subject to the Pledge, excluding any Collateral Debentures or Treasury Securities or interest in the Treasury Portfolio released from the Pledge as provided in Section 4 Article IV hereof, are hereinafter referred to as "Pledged Debentures", the "Pledged Collateral Treasury Securities," or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively, and collectively, the "Pledged Securities." Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debentures or any other Securities constituting held in physical form reregistered in its name or in the name of its agent or the Securities Intermediary and credited to the Collateral Account. Except as may be required in order to release Debentures (or if a part Tax Event Redemption has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities in connection with a Holder's election to convert its investment from Type A Securities to Type B Securities, or from Type B Securities to Type A Securities, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debentures (or if a Tax Event Redemption has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debentures evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debentures remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral AgentAgent for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the Purchase Contracts constituting part comprising a portion of such Securities, for the benefit of the Company, a security interest in all of the right, title and interest of such Holders in the Treasury Notes credited to the Collateral Securities constituting a part of such SecuritiesAccount. Prior to or concurrently Concurrently with the execution and delivery of this Agreement, the initial Holders and the Collateral Agent shall Securities (i) Morgan Stanley & Co., Incorporated shall cause the Collateral Treasury Notes xx xx xxxxxxxd to an account of the Securities to be delivered to Intermediary at the Collateral Agent Federal Reserve Bank of Chicago by Federal Reserve Bank-Wire or by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Securities Intermediary shall credit the Treasury Notes to the Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries Account, in its records in accordance with each case pursuant to Applicable Treasury Regulations. In addition, Regulations and to the execution Uniform Commercial Code to the extent such laws are applicable and delivery hereof by pursuant to instructions from the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee or otherwise) on behalf of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdictionHolders. The pledge provided in this Section 2 is herein referred to as the "Pledge" and the Collateral Securities Treasury Notes subject to the Pledge, excluding any Collateral Securities Treasury Notes released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral SecuritiesTreasury Notes." Subject to the Pledge, and to the provisions of Article 4 of the Purchase Contract Agreement, the Holders from time to time of the Securities shall have full beneficial ownership of the Treasury Notes credited to the Collateral Account and all securities entitlements (as defined in 31 C.F.R. ss.357.2 or any similar provision of state law or Revised Article 8 (as defined in 31 C.F.R. ss.357)) in respect thereof. Notwithstanding any other provision of this Agreement, the Securities constituting a part Intermediary hereby agrees that (a) it will comply with "entitlement orders" (within the meaning of Section 8-102(a)(8) of Revised Article 8) relating to the Collateral Account issued by the Collateral Agent without further consent by the Purchase Contract Agent or any Holder and (b) it hereby waives any right of set-off or recoupment that it may have with respect to the Collateral Account. The Securities Intermediary hereby represents that it has not entered into, and hereby agrees that until the termination of the Purchase Contract Agreement it will not enter into, any agreement with any of the parties hereto specifying any jurisdiction other than the State of New York as its jurisdiction for purposes of 31 C.F.R ss.357.11(b), as amended, and any similar state law, or with any other person relating to the Collateral Account pursuant to which it has agreed to comply with entitlement orders made by such Securitiesperson.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of such Holders and the Purchase Contract Agent in the Collateral Securities constituting a part of such SecuritiesCollateral. Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Equity Units, shall (i) cause the Collateral Securities Debentures underlying the Pledged Applicable Ownership Interests in Debentures that are components of the Corporate Units, to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Debentures shall be Transferred by Federal Reserve Bank-Wire or physically delivering such Debentures to the Collateral Agent endorsed in blank. From time to time, the Treasury Securities and the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent as the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "“Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." ” Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debentures held in physical form reregistered in its name or in the name of its agent or the Securities constituting Intermediary and credited to the Collateral Account. DB1/ 132090770.6 Except as may be required in order to release Pledged Applicable Ownership Interest in Debentures (or if (i) a part Special Event Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement, (ii) a Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, a Pledged Applicable Ownership Interest in the Treasury Portfolio) or Pledged Treasury Securities in connection with a Holder’s election to convert its investment from Corporate Units to Treasury Units, or from Treasury Units to Corporate Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debentures (or if (i) a Special Event Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement, (ii) Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debentures evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debentures remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in (i) all of the right, title and interest of such Holders (a) in the Collateral Preferred Securities constituting a part of the Securities and all Proceeds thereof and any Treasury Securities delivered in exchange for such SecuritiesPreferred Securities in accordance with Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement (the "Collateral"); (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets and other property credited thereto and all Security Entitlements related thereto; (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (f) all proceeds of the foregoing. Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Income PRIDES, shall (i) cause the Collateral Preferred Securities comprising a part of the Income PRIDES to be delivered to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through for the facilities benefit of the Depositary Trust CompanyCompany by physically delivering such securities to the Collateral Agent endorsed in blank and the Collateral Agent delivering such securities to the Securities Intermediary and causing the Securities Intermediary to credit the Collateral Account with such securities and send the Collateral Agent a confirmation of the deposit of such securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate stated liquidation amount equal to the account aggregate principal amount of the Collateral Agent designated by it for Treasury Securities so Transferred, in the case of Preferred Securities, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such purpose and (iiterm) take appropriate action of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so transferred, in the event that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In additiona Tax Event Redemption has occurred, the execution and delivery hereof by to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the Collateral Agent Treasury Portfolio, as applicable, shall constitute (i) the notification be Transferred to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment Account maintained by the Collateral Agent (as third party in possession or otherwise) of at the Pledge and of its holding of such Collateral Securities subject Intermediary by book-entry transfer to the Pledge, Collateral Account in each case, for purposes of perfecting accordance with the Pledge under Applicable Treasury TRADES Regulations and other applicable law, as law and by the case may be, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction. The pledge provided in this Section 2 is herein referred to as the "Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." Subject to the Pledge, the Holders from time to time of notation by the Securities shall have full beneficial ownership of the Collateral Securities constituting a part of such Securities.Intermediary on its books that

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral Agent, as collateral security for the performance when due by such Holders of their respective obligations under the Purchase Contracts constituting part of such Securities, for the benefit of the Company, a security interest in all of the right, title and interest of such Holders in the Collateral Securities constituting a part of such Securities. Prior to or concurrently with the execution and delivery of this Agreement, the initial Holders and the Collateral Agent shall (i) cause the Collateral Securities to be delivered to the Collateral Agent by Federal Reserve Bank-Wire BankWire or by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction. The pledge provided in this Section 2 is herein referred to as the "Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." Subject to the Pledge, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral Securities constituting a part of such Securities.

The Pledge. (a) The Holders from time to time of the Securities Holders, acting through the Purchase Contract Agent, SQUARZ Agent as their attorney-in-fact, and the SQUARZ Agent as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, and upon each Collateral Substitution pledge and grant to the Collateral Agent, in each case for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the Purchase Contracts constituting part SQUARZ Agreement, including but not limited to the obligation of such Securities, for Holders to make Underlying Warrant Installment Payments as set forth therein when and as the benefit of the Companysame are due, a security interest in all of the right, title and interest of such Holders in (except as limited by Section 6.1(b) hereof) in: (A) the Collateral Securities Notes, (B) the Initial Pledged Treasuries, and (C) any Substitute Pledged Treasuries from time to time constituting a part of such Securities. Prior a Stripped SQUARZ, in each case that have been Transferred to or concurrently with the execution and delivery of this Agreement, the initial Holders and the Collateral Agent shall (i) cause the Collateral Securities to be delivered to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (as third party in possession or otherwiseii) the Collateral Accounts and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and (iii) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Subject to the Pledge and the provisions of its holding Section 2.2 hereof, the Holders shall have full beneficial ownership of such Collateral Securities subject to the Pledge, in each case, for Collateral. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction. The pledge provided in this Section 2 is herein referred to as , the "Pledge" Collateral Agent, the Custodial Agent, and the Securities Intermediary, as applicable, shall be the agent of the Company as provided herein. (b) Except (i) as may be required in order to release Pledged Notes or Substitute Pledged Treasuries, as applicable, in connection with a Holder's election to (A) convert a SQUARZ to a Stripped SQUARZ or (B) reconvert a Stripped SQUARZ to a SQUARZ, or (ii) as otherwise required to release Pledged Notes as specified herein, none of the Collateral Agent, the Custodial Agent or the Securities subject Intermediary shall relinquish physical possession of any certificate evidencing a Note or Transfer any interest in a Global Note prior to the Pledge, excluding termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a Note or to Transfer any Collateral Securities released interest in a Global Note in order to release a portion of the Pledged Notes evidenced thereby from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." Subject to the Pledge, the Holders from time Collateral Agent, the Company or the SQUARZ Agent shall use its best efforts to time obtain physical possession of a replacement certificate evidencing any Pledged Notes registered to the Securities Intermediary or endorsed in blank within fifteen days of the date the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities shall have full beneficial ownership Intermediary's failure to obtain possession of the Collateral Securities constituting a part of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-factattorney‑in‑fact, and the Purchase Contract Agent, as such attorney‑in‑fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of such Holders and the Purchase Contract Agent in the Collateral Securities constituting a part of such SecuritiesCollateral. Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Equity Units, shall (i) cause the Collateral Securities Debentures underlying the Pledged Applicable Ownership Interests in Debentures that are a component of the Corporate Units, to be delivered Transferred to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through for the facilities benefit of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated . Such Debentures shall be Transferred by it for physically delivering such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification Debentures to the Collateral Agent (endorsed in blank. From time to time, the Treasury Securities and the Treasury Portfolio, as bailee or otherwise) of applicable, shall be Transferred to the Pledge and (ii) an acknowledgment Collateral Account maintained by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject Intermediary by book‑entry transfer to the PledgeCollateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, in each case, for has been credited to the Collateral Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "“Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." ” Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral DB1/ 112040219.3 Agent shall have the right to have the Debentures held in physical form reregistered in its name or in the name of its agent or the Securities constituting Intermediary and credited to the Collateral Account. Except as may be required in order to release Pledged Applicable Ownership Interest in Debentures (or if (i) a part Special Event Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement, (ii) a Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, a Pledged Applicable Ownership Interest in the Treasury Portfolio) or Pledged Treasury Securities in connection with a Holder’s election to convert its investment from Corporate Units to Treasury Units, or from Treasury Units to Corporate Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debentures (or if (i) a Special Event Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement, (ii) Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debentures evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debentures remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the Collateral Debt Securities and Treasury Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Debt Securities, and any Debt Securities delivered in exchange for any Treasury Securities, in accordance with Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such SecuritiesHolders under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in the Treasury Portfolio purchased on behalf of the Holders of Type A Securities by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Debt Securities comprising a part of the Type A Securities, and the Collateral Agent shall (i) cause Treasury Securities comprising a part of the Collateral Securities Type B Securities, to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities shall be Transferred by Federal Reserve Bank-Wire or physically delivering such Debt Securities to Collateral Agent endorsed in blank. Treasury Securities and the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Debt Securities, Treasury Securities or Treasury Portfolio subject to the Pledge, excluding any Collateral Debt Securities or Treasury Securities or interest in the Treasury Portfolio released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Debt Securities", the "Pledged Collateral Treasury Securities," or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively, and collectively, the "Pledged Securities." Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debt Securities constituting or any other Securities held in physical form. Except as may be required in order to release Debt Securities (or if a part Tax Event Redemption has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securties in connection with a Holder's election to convert its investment from Type A Securities to Type B Securities, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debt Securities (or if a Tax Event Redemption has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debt Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debt Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral AgentAgent for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the Purchase Contracts constituting part comprising a portion of such Securities, for the benefit of the Company, a security interest in all of the right, title and interest of such Holders in the Collateral Securities Treasury Notes constituting a part of such Securities. Prior to or concurrently Concurrently with the execution and delivery of this Agreementthe Securities, the initial Holders and the Collateral Purchase Contract Agent shall (i) cause the Collateral Securities Treasury Notes to be delivered transferred to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) credit the notification Treasury Notes to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, Account; in each case, for purposes of perfecting the Pledge under case pursuant to Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdictionto the extent such laws are applicable. The pledge provided in this Section 2 is herein referred to as the "Pledge" and the Collateral Securities Treasury Notes subject to the Pledge, excluding any Collateral Securities Treasury Notes released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral SecuritiesTreasury Notes." Subject to the Pledge, and to the provisions of Article 4 of the Purchase Contract Agreement, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral Securities Treasury Notes constituting a part of such Securities. Notwithstanding any other provision of this Agreement, The First National Bank of Chicago as depositary bank hereby agrees that (a) it will comply with "entitlement orders" (within the meaning of Section 8-102(a)(8) of the 1994 version of the Official Text of the UCC relating to the Collateral Account issued by the Collateral Agent without further consent by the Purchase Contract Agent or any Holder and (b) it hereby waives any right of set-off or recoupment that it may have with respect to the Collateral Account. The First National Bank of Chicago hereby represents that it has not entered into, and hereby agrees that until the termination of the Purchase Contract Agreement it will not enter into, any agreement with any other person relating to the Collateral Account pursuant to which it has agreed to comply with entitlement orders made by such person.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of such Holders and the Purchase Contract Agent in the Collateral Securities constituting a part of such SecuritiesCollateral. Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Equity Units, shall (i) cause the Collateral Securities Debentures underlying the Pledged Applicable Ownership Interests in Debentures that are a component of the Corporate Units, to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Debentures shall be Transferred by Federal Reserve Bank-Wire or physically delivering such Debentures to the Collateral Agent endorsed in blank. From time to time, the Treasury Securities and the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent as the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "“Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." ” Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debentures held in physical form reregistered in its name or in the name of its agent or the Securities constituting Intermediary and credited to the Collateral Account. Except as may be required in order to release Pledged Applicable Ownership Interest in Debentures (or if (i) a part Special Event Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement, (ii) a Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, a Pledged Applicable Ownership Interest in the Treasury Portfolio) or Pledged Treasury Securities in connection with a Holder’s election to convert its investment from Corporate Units to Treasury Units, or from Treasury Units to Corporate Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debentures (or if (i) a Special Event Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement, (ii) Mandatory Redemption if the Purchase Contracts have not been previously or concurrently terminated in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debentures evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debentures remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the Collateral Debt Securities and Treasury Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Debt Securities, and any Debt Securities delivered in exchange for any Treasury Securities, in accordance with Article IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such SecuritiesHolders or the Purchase Contract Agent under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.4 hereof; (c) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in the Applicable Ownership Interest in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of (i) a Tax Event Redemption as provided in Section 6.2 hereof or (ii) a successful remarketing of the Debt Securities and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Securities, shall (i) cause the Collateral Debt Securities comprising a part of the Income PRIDES to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities shall be Transferred by Federal Reserve Bank-Wire or physically delivering such Debt Securities to the Collateral Agent endorsed in blank. Treasury Securities and any Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Debt Securities, Treasury Securities or the Applicable Ownership Interest in any Treasury Portfolio subject to the Pledge, excluding any Collateral Debt Securities or Treasury Securities or interest in any Treasury Portfolio released from the Pledge as provided in Section 4 Article IV hereof, are hereinafter referred to as "Pledged Debt Securities," the "Pledged Collateral Treasury Securities," or "Pledged Applicable Ownership Interest in a Treasury Portfolio," respectively, and, collectively, the "Pledged Securities." Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debt Securities constituting or any other Securities held in physical form reregistered in its name or in the name of its agent or the Securities Intermediary and credited to the Collateral Account. Except as may be required in order to release Debt Securities (or, if (i) a part Tax Event Redemption or (ii) a successful remarking of the Debt Securities, as the case may be, has occurred, the Applicable Ownership Interest in the appropriate Treasury Portfolio) or Treasury Securities in connection with a Holder's election to convert its investment from Income PRIDES to Growth PRIDES, or from Growth PRIDES to Income PRIDES, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debt Securities (or, if (i) a Tax Event Redemption or (ii) a successful remarking of the Debt Securities, as the case may be, has occurred, the Applicable Ownership Interest in the appropriate Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debt Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debt Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The As collateral security for the performance when due by the Holders from time to time of the Securities of their respective obligations under the Purchase Contracts constituting part of such Securities, such Holders acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral Agent, as collateral security for the performance when due by such Holders of their respective obligations under the Purchase Contracts constituting part of such Securities, for the benefit of the Company, a security interest in all of the right, title and interest of such Holders in the Collateral Underlying Securities constituting a part of such Securities. Prior to or concurrently with the execution and delivery of this Agreement, the initial Holders and the Collateral Agent shall (i) cause the Collateral Underlying Securities to be delivered to the Collateral Agent [by Federal Reserve Bank-Wire or by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose purpose] and (ii) [take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Underlying Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations] [take appropriate action to reflect such transfer and the Pledge by appropriate entries in its records]. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Underlying Securities subject to the Pledge, in each case, for purposes of perfecting the Pledge under [Applicable Treasury Regulations and other other] applicable law, as the case may be, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction. The pledge provided in this Section 2 is herein referred to as the "Pledge" and the Collateral Underlying Securities subject to the Pledge, excluding any Collateral Underlying Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." Subject to the Pledge, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral Underlying Securities constituting a part of such Securities.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral AgentAgent for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the Purchase Contracts constituting part comprising a portion of such Securities, for the benefit of the Company, a security interest in all of the right, title and interest of such Holders in the Treasury Notes credited to the Collateral Securities constituting a part of such SecuritiesAccount. Prior to or concurrently Concurrently with the execution and delivery of this Agreement, the initial Holders and the Collateral Agent shall Securities (i) Xxxxxx Xxxxxxx & Co., Incorporated shall cause the Collateral Securities Treasury Notes to be delivered credited to an account of the Collateral Agent Securities Intermediary at the ________________ _______________ by Federal Reserve Bank-Wire or by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Securities Intermediary shall credit the Treasury Notes to the Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries Account, in its records in accordance with each case pursuant to Applicable Treasury Regulations. In addition, Regulations and to the execution Uniform Commercial Code to the extent such laws are applicable and delivery hereof by pursuant to instructions from the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee or otherwise) on behalf of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdictionHolders. The pledge provided in this Section 2 is herein referred to as the "Pledge" and the Collateral Securities Treasury Notes subject to the Pledge, excluding any Collateral Securities Treasury Notes released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral SecuritiesTreasury Notes." Subject to the Pledge, and to the provisions of Article 4 of the Purchase Contract Agreement, the Holders from time to time of the Securities shall have full beneficial ownership of the Treasury Notes credited to the Collateral Account and all securities entitlements (as defined in 31 C.F.R. (S)357.2 or any similar provision of state law or Revised Article 8 (as defined in 31 C.F.R. (S)357)) in respect thereof. Notwithstanding any other provision of this Agreement, the Securities constituting a part Intermediary hereby agrees that (a) it will comply with "entitlement orders" (within the meaning of Section 8-102(a)(8) of Revised Article 8) relating to the Collateral Account issued by the Collateral Agent without further consent by the Purchase Contract Agent or any Holder and (b) it hereby waives any right of set- off or recoupment that it may have with respect to the Collateral Account. The Securities Intermediary hereby represents that it has not entered into, and hereby agrees that until the termination of the Purchase Contract Agreement it will not enter into, any agreement with any of the parties hereto specifying any jurisdiction other than the State of New York as its jurisdiction for purposes of 31 C.F.R (S)357.11(b), as amended, and any similar state law, or with any other person relating to the Collateral Account pursuant to which it has agreed to comply with entitlement orders made by such Securitiesperson.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (a) in (i) the Collateral Trust Preferred Securities, Treasury Consideration and Treasury Securities constituting a part of the Units, (ii) any Treasury Securities delivered in exchange for any Trust Preferred Securities or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (iii) any Trust Preferred Securities or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case, that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such SecuritiesHolders under the provisions of this Agreement; (b) in the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; (c) in any Notes delivered to the Collateral Agent upon the occurrence of a winding up, liquidation or termination of the Trust as provided in Section 6.2; and (d) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Securities, shall (i) cause the Collateral Trust Preferred Securities comprising a part of the Normal Units to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Trust Preferred Securities shall be Transferred by Federal Reserve Bank-Wire or physically delivering the global certificate representing such securities to the Securities Intermediary indorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such securities and sending the Collateral Agent a confirmation of the deposit of such securities. Treasury Securities and Treasury Consideration, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Consideration, has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Trust Preferred Securities (or the Subordinated Notes that are delivered pursuant to Section 6.2), Treasury Consideration or Treasury Securities subject to the Pledge, excluding any Collateral Trust Preferred Securities (or the Subordinated Notes that are delivered pursuant to Section 6.2), Treasury Consideration or Treasury Securities released from the Pledge as provided in Section 4 hereofSections 4.1 and 4.2, respectively, are hereinafter referred to as "Pledged Trust Preferred Securities," "Pledged Treasury Consideration" or the "Pledged Collateral Treasury Securities.," respectively. Subject to the PledgePledge and the provisions of Section 2.2, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities constituting Intermediary shall have the right to reregister the Trust Preferred Securities or any other Securities held in physical form in its name. Except as may be required in order to release Trust Preferred Securities or Treasury Consideration, as applicable, in connection with a part Holder's election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Trust Preferred Securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Trust Preferred Security prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Trust Preferred Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Trust Preferred Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time Pledgor, for a valuable consideration and in order to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral Agent, as collateral security for secure the performance when due by such Holders of their respective Purchaser's obligations under the Purchase Contracts constituting part escrow provisions of such Securities, for the benefit Section 1.7 of the CompanyStock Purchase Agreement ("Purchaser's Obligations") does hereby pledge, transfer and deliver to Pledgee and does hereby grant Pledgee a security interest (the "Security Interest") in 500,000 shares of Common Stock, $.0001 par value, of Purchaser ("Pledged Shares"). The Pledged Shares, when delivered to Pledgee by Pledgor pursuant hereto, shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank. Pledgee is acquiring a security interest in all of the right, title and interest of such Holders in the Collateral Securities constituting a part of such Securities. Prior to or concurrently with the execution and delivery of this Agreement, the initial Holders and the Collateral Agent shall (i) cause the Collateral Securities to be delivered to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, Pledged Shares solely for purposes of perfecting collateral for Purchaser's Obligations and for Pledgee's own beneficial account, and not with a view to, or for resale in connection with, any distribution of the Pledge Pledged Shares. Pledgee understands that the transfer of the Pledged Shares to Pledgee under Applicable Treasury Regulations and other applicable lawthis Agreement has not been registered under the Securities Act of 1933, as amended (the case may be, including, to "Securities Act") or any state securities laws by reason of specific exemptions under the extent applicable, provisions thereof which depend in part upon the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction. The pledge provided investment intent of Pledgee and/or the other representations made by Pledgee in this Section 2 Agreement. Pledgee understands that Pledgor is herein referred relying upon the representations, covenants and agreements contained in this Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. Pledgee agrees (a) that Pledgee will not sell, assign, pledge, give, transfer or otherwise dispose of the Pledged Shares or any interest therein, or make any offer or attempt to as do any of the "Pledge" foregoing, except pursuant to a registration of the Pledged Shares under the Securities Act and all applicable state securities laws or in a transaction which, in the Collateral Securities subject opinion of counsel satisfactory to the PledgePurchaser, excluding any Collateral Securities released is exempt from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." Subject to the Pledge, the Holders from time to time registration provisions of the Securities Act and all applicable state securities laws; (b) that Purchaser and any transfer agent for the Pledged Shares shall have full beneficial ownership not be required to give effect to any purported transfer of any of the Collateral Pledged Shares except upon compliance with the foregoing restrictions; and (c) that a legend in substantially the following form will be placed on the certificates representing the Pledged Shares: The shares represented by this Certificate have not been registered under the Securities constituting Act of 1933 (the "Act") and are "restricted securities" as that term is defined in Rule 144 of the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company. The shares represented by this Certificate are subject to a part Voting Agreement, which is on file with the Company at 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxx Pledgee has not offered or sold any portion of the Pledged Shares and has no present intention of dividing such Pledged Shares with others or of reselling or otherwise disposing of any portion of such SecuritiesPledged Shares.

The Pledge. (a) The Holders from time to time as beneficial owners of the Securities Collateral (as defined below) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (i) in the Collateral Securities Notes constituting a part of the Securities and any Treasury Securities delivered in exchange for any Notes, any Notes delivered in exchange for any Treasury Securities, in accordance with Article IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such SecuritiesHolders under the provisions of this Agreement; (ii) in payments made by Holders pursuant to Section 4.04; (iii) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (iv) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing or a Tax Event Redemption as provided in Article VI, or otherwise, and (v) all Proceeds of the foregoing (all of the foregoing, collectively, the "COLLATERAL"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders and of the Collateral Agent Securities, shall (i) cause the Collateral Securities Notes comprising a part of the Corporate Units to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Notes shall be Transferred by Federal Reserve Bank-Wire physically delivering such Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Notes such that security entitlements with respect to such Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.01 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Notes with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Notes to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Notes so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities has been credited to the Collateral Agent Account. (as bailee or otherwiseb) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.01 is herein referred to as the "PledgePLEDGE" and the Collateral Notes or Treasury Securities subject to the Pledge, excluding any Collateral Notes that are delivered pursuant to Section 6.02 hereof or Treasury Securities released from the Pledge as provided in Section 4 Article IV hereof, are hereinafter referred to as "PLEDGED NOTES" or the "Pledged Collateral Securities.PLEDGED TREASURY SECURITIES," respectively. Subject to the PledgePledge and the provisions of Section 2.02 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities constituting Intermediary shall have the right to reregister the Notes or any other securities held in physical form in its name. Except as may be required in order to release Notes in connection with a part Holder's election to convert its investment from a Corporate Unit to a Treasury Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note prior to the termination of this Agreement, except Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within 15 days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the Collateral Debt Securities and Treasury Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Debt Securities, and any Debt Securities delivered in exchange for any Treasury Securities, in accordance with Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such SecuritiesHolders under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Debt Securities comprising a part of the Income PRIDES, and the Collateral Agent shall (i) cause Treasury Securities comprising a part of the Collateral Securities Growth PRIDES, to be delivered Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities shall be Transferred by Federal Reserve Bank-Wire or physically delivering such Debt Securities to the Collateral Agent endorsed in blank and crediting such Debt Securities to the Collateral Account. Treasury Securities and the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records Account in accordance with Applicable Treasury Regulations. In addition, the execution TRADES Regulations and delivery hereof other applicable law and by the Purchase Contract Agent and notation by the Collateral Agent shall constitute (i) the notification Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, has been credited to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for Account. For purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2 2.1 is herein referred to as the "Pledge" and the Collateral Debt Securities, Treasury Securities or Treasury Portfolio subject to the Pledge, excluding any Collateral Debt Securities or Treasury Securities or interest in the Treasury Portfolio released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Debt Securities", the "Pledged Collateral Treasury Securities," or Pledged Applicable Ownership Interest in Treasury Portfolio respectively and collectively, the "Pledged Securities." Subject to the PledgePledge and the provisions of Section 2.2 hereof, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debt Securities constituting or any other Securities held in physical form reregistered in its name or in the name of its agent or the Securities Intermediary. Except as may be required in order to release Debt Securities (or if a part Tax Event Redemption has occurred, the Applicable Ownership Interest in Treasury Portfolio) or Treasury Securities in connection with a Holder's election to convert its investment from Income PRIDES to Growth PRIDES, or from Growth PRIDES to Income PRIDES, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debt Securities (or if a Tax Event Redemption has occurred, the Applicable Ownership Interest in Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Debt Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debt Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within [five] days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such Securitiesreplacement certificate as required hereby.

The Pledge. The As collateral security for the performance when due by the Holders from time to time of the Securities of their respective obligations under the Purchase Contracts constituting part of such Securities, such Holders acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral Agent, as collateral security for the performance when due by such Holders of their respective obligations under the Purchase Contracts constituting part of such Securities, for the benefit of the Company, a security interest in all of the right, title and interest of such Holders in the Collateral Underlying Securities constituting a part of such Securities. Prior to or concurrently with the execution and delivery of this Agreement, the initial Holders and the Collateral Agent shall (i) cause the Collateral Underlying Securities to be delivered to the Collateral Agent [by Federal Reserve Bank-Wire or by book-entry transfer through the facilities of the Depositary Trust Company, as the case may be, to the account of the Collateral Agent designated by it for such purpose purpose] and (ii) [take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Underlying Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations] [take appropriate action to reflect such transfer and the Pledge by appropriate entries in its records]. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Underlying Securities subject to the Pledge, in each case, for purposes of perfecting the Pledge under [Applicable Treasury Regulations and other other] applicable law, as the case may be, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction. The pledge provided in this Section SECTION 2 is herein referred to as the "PledgePLEDGE" and the Collateral Underlying Securities subject to the Pledge, excluding any Collateral Underlying Securities released from the Pledge as provided in Section 4 hereofSECTION 4, are hereinafter referred to as the "Pledged Collateral SecuritiesPLEDGED UNDERLYING SECURITIES." Subject to the Pledge, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral Underlying Securities constituting a part of such Securities.

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts constituting part of such Securities, for the benefit of the CompanyContracts, a security interest in (i) all of the right, title and interest of such Holders (a) in the Collateral Trust Preferred Securities and Treasury Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Trust Preferred Securities, and any Trust Preferred Securities delivered in exchange for any Treasury Securities, in accordance with Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such SecuritiesHolders under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (f) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Trust Preferred Securities comprising a part of the Income PRIDES, and the Collateral Agent shall (i) cause Treasury Securities comprising a part of the Collateral Securities Growth PRIDES, to be delivered Transferred to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through for the facilities benefit of the Depositary Company. Such Trust Company, as the case may be, Preferred Securities shall be Transferred by physically delivering such Securities to the account of Securities Intermediary endorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such Securities and sending the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee or otherwise) a confirmation of the Pledge and (ii) an acknowledgment by the Collateral Agent (as third party in possession or otherwise) of the Pledge and of its holding of such Collateral Securities subject to the Pledge, in each case, for purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable law, as the case may be, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction. The pledge provided in this Section 2 is herein referred to as the "Pledge" and the Collateral Securities subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." Subject to the Pledge, the Holders from time to time of the Securities shall have full beneficial ownership of the Collateral Securities constituting a part deposit of such Securities.. In the event a Holder of Income PRIDES so elects, such Holder