Common use of SUBSTITUTION OF SECURITIES Clause in Contracts

SUBSTITUTION OF SECURITIES. A Holder may separate the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of a Corporate PIES by substituting for such Preferred Securities, Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount equal to the aggregate liquidation amount of such Preferred Securities, the aggregate principal amount of such Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable (a "Collateral Substitution"), at any time from and after the date of this Agreement and on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Preferred Securities and the Debentures and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, in each case by (a) depositing with the Securities Intermediary Treasury Securities having an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Securities or the aggregate principal amount of the Debentures comprising part of such Corporate PIES or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate PIES, as the case may be, and (b) transferring the related Corporate PIES to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit C hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary and requesting that the Agent instruct the Collateral Agent to release the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, underlying such Corporate PIES, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A to the Pledge Agreement. Upon receipt of the Treasury Securities described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to release to the Agent, on behalf of the Holder, Preferred Securities, Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, having a corresponding aggregate liquidation amount of such Preferred Securities, aggregate principal amount of such Debentures, or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Corporate PIES; (ii) transfer the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury PIES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate PIES. Holders who elect to separate the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Preferred Securities or Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses.

SUBSTITUTION OF SECURITIES. A Holder may separate the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, Securities from the related Purchase Contracts in respect of a Corporate PIES an Income PRIDES by substituting for such Preferred Securities, Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Securities Treasury Securities in an aggregate principal amount equal to the aggregate liquidation amount Stated Amount of such Preferred Securities, the aggregate principal amount of such Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable Securities (a "Collateral Substitution"), ) at any time from and after the date of this Agreement and on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Preferred Securities and the Debentures and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, in each case by (a) depositing with the Securities Intermediary Collateral Agent Treasury Securities and having an aggregate principal amount equal to the aggregate liquidation amount Stated Amount of the Preferred Securities or the aggregate principal amount of the Debentures comprising part of such Corporate PIES or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate PIES, as the case may be, and (b) transferring the related Corporate PIES Income PRIDES Certificate to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit C hereto, Agent stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Securities underlying such Corporate PIESIncome PRIDES, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A to the Pledge Agreement. Upon receipt of the Treasury Securities described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause effect the Securities Intermediary to release to the Agent, on behalf of the Holder, Preferred Securities, Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Securities having a corresponding aggregate liquidation amount of such Preferred Securities, aggregate principal amount of such Debentures, or Stated Amount from the appropriate Applicable Ownership Interest (as specified in clause (A) Pledge of the definition of such term) of Pledge Agreement to the Treasury Portfolio, as the case may be, from the Pledge, Agent free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Corporate PIESIncome PRIDES Certificates; (ii) transfer the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury PIES Growth PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate PIESIncome PRIDES Certificates. Holders who elect to separate the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Security from the related Purchase Contract and to substitute Treasury Securities for such Preferred Securities or Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses.

SUBSTITUTION OF SECURITIES. A Holder may separate the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, Securities from the related Purchase Contracts in respect of a Corporate PIES an Income PRIDES by substituting for such Preferred Securities, Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount equal to the aggregate liquidation amount Stated Amount of such Preferred Securities, the aggregate principal amount of such Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable Securities (a "Collateral Substitution"), ) at any time from and after the date of this Agreement and on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Preferred Securities and the Debentures and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, in each case by (a) depositing with the Securities Intermediary Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate liquidation amount Stated Amount of the Preferred Securities or the aggregate principal amount of the Debentures comprising part of such Corporate PIES or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate PIES, as the case may be, Income PRIDES and (b) transferring the related Corporate PIES Income PRIDES to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit C D hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Securities underlying such Corporate PIESIncome PRIDES, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A to the Pledge AgreementC hereto. Upon receipt of the Treasury Securities described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to release to the Agent, on behalf of the Holder, Preferred Securities, Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Securities having a corresponding aggregate liquidation amount of such Preferred Securities, aggregate principal amount of such Debentures, or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Stated Amount from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Corporate PIESIncome PRIDES; (ii) transfer the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury PIES Growth PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate PIES. Holders who elect to separate the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Preferred Securities or Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses.Section

SUBSTITUTION OF SECURITIES. A Holder may separate the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, Securities from the related Purchase Contracts in respect of a Corporate PIES an Income PRIDES by substituting for such Preferred Securities, Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount equal to the aggregate liquidation amount Stated Amount of such Preferred Securities, the aggregate principal amount of such Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable Securities (a "Collateral Substitution"), ) at any time from and after the date of this Agreement and on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Preferred Securities and the Debentures and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, in each case by (a) depositing with the Securities Intermediary Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate liquidation amount Stated Amount of the Preferred Securities or the aggregate principal amount of the Debentures comprising part of such Corporate PIES or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate PIES, as the case may be, Income PRIDES and (b) transferring the related Corporate PIES Income PRIDES to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit C D hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Securities underlying such Corporate PIESIncome PRIDES, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A to the Pledge AgreementC hereto. Upon receipt of the Treasury Securities described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to release to the Agent, on behalf of the Holder, Preferred Securities, Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Securities having a corresponding aggregate liquidation amount of such Preferred Securities, aggregate principal amount of such Debentures, or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Stated Amount from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Corporate PIESIncome PRIDES; (ii) transfer the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury PIES Growth PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate PIESIncome PRIDES Certificates. Holders who elect to separate the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Security from the related Purchase Contract and to substitute Treasury Securities for such Preferred Securities or Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses.

SUBSTITUTION OF SECURITIES. A Holder may separate the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, Shares from the related Purchase Contracts in respect of a Corporate PIES by substituting substituting, for such Preferred Securities, Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may beShares, Treasury Securities in an aggregate principal amount equal to the aggregate liquidation amount of such Preferred Securities, the aggregate principal amount of such Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable Shares (a "Collateral Substitution"), at any time from and after the date of this Agreement and on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Preferred Securities and the Debentures and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, in each case by (a) depositing with the Securities Intermediary Treasury Securities or securities entitlements thereto having an aggregate principal amount equal to the aggregate liquidation amount preference of the Preferred Securities or the aggregate principal amount of the Debentures Shares comprising part of such Corporate PIES or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate PIES, as the case may be, and (b) transferring the related Corporate PIES to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit C hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary and requesting that the Agent instruct the Collateral Agent to release the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Shares underlying such Corporate PIES, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A to the Pledge Agreement. Upon receipt of the Treasury Securities described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to release from the Pledge to the Agent, on behalf of the Holder, Preferred Securities, Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Shares having a corresponding aggregate liquidation amount of such Preferred Securities, aggregate principal amount of such Debentures, or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, from the Pledgeamount, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: : (i) i0 cancel the related Corporate PIES; (ii) transfer the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury PIES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate PIES. Holders who elect to separate the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Preferred Securities or Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses.

SUBSTITUTION OF SECURITIES. A Holder may separate the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of a Corporate PIES Type A Unit by substituting substituting, for such Preferred Securities, Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may beDebentures, Treasury Securities in an aggregate principal amount equal to the aggregate liquidation amount of such Preferred Securities, the aggregate principal amount of such Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable (a "Collateral Substitution"), at any time from and after the date of this Agreement and on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Preferred Securities and the Debentures and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, in each case by (a) depositing with the Securities Intermediary Treasury Securities or securities entitlements thereto having an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Securities or the aggregate principal amount of the Debentures comprising part of such Corporate PIES or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate PIES, as the case may be, Type A Units and (b) transferring the related Corporate PIES Type A Units to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit C hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary and requesting that the Agent instruct the Collateral Agent to release the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, underlying such Corporate PIESType A Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A to the Pledge Agreement. Upon receipt of the Treasury Securities described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to release from the Pledge to the Agent, on behalf of the Holder, Preferred Securities, Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, having a corresponding aggregate liquidation amount of such Preferred Securities, aggregate principal amount of such Debentures, or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, from the Pledgeamount, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Corporate PIESType A Units; (ii) transfer the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury PIES Type B Unit Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate PIESType A Units. Holders who elect to separate the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Preferred Securities or Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Holders may make Collateral Substitutions only in integral multiples of 20 Type A Units if Treasury Securities are being substituted for Debentures. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Type A Unit or fails to deliver a Type A Unit Certificate(s) to the Agent after depositing Treasury Securities with the Collateral Agent, the Debentures, constituting a part of such Type A Unit, and any interest on such Debentures, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Type A Unit is so transferred or the Type A Unit Certificate is so delivered, as the case may be, or, with respect to a Type A Unit Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Type A Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as described in this Section 3.13, for so long as the Purchase Contract underlying a Type A Unit remains in effect, such Type A Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder in respect of the Debentures and the Purchase Contract comprising such Type A Unit may be acquired, and may be transferred and exchanged, only as a Type A Unit.

SUBSTITUTION OF SECURITIES. A Holder may separate the shares of Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, Stock from the related Purchase Contracts in respect of a Corporate PIES by substituting substituting, for such shares of Preferred Securities, Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Stock Treasury Securities in an aggregate principal amount equal to the aggregate liquidation amount preference of such shares of Preferred Securities, the aggregate principal amount of such Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable stock (a "Collateral Substitution"), at any time from and after the date of this 23- Agreement and on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Preferred Securities and the Debentures and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, in each case by (a) depositing with the Securities Intermediary Treasury Securities or securities entitlements thereto having an aggregate principal amount equal to the aggregate liquidation amount preference of the shares of Preferred Securities or the aggregate principal amount of the Debentures stock comprising part of such Corporate PIES or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate PIES, as the case may be, and (b) transferring the related Corporate PIES to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit C hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary and requesting that the Agent instruct the Collateral Agent to release the share of Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Stock underlying such Corporate PIES, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A to the Pledge Agreement. Upon receipt of the Treasury Securities described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to release from the Pledge to the Agent, on behalf of the Holder, shares of Preferred Securities, Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Stock having a corresponding aggregate liquidation amount of such Preferred Securities, aggregate principal amount of such Debentures, or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, from the Pledge, preference free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Corporate PIES; (ii) transfer the share of Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Stock to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury PIES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate PIES. Holders who elect to separate the shares of Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Stock from the related Purchase Contract and to substitute Treasury Securities for such shares of Preferred Securities or Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Stock shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Holders may make Collateral Substitutions only in integral multiples of 20 Corporate PIES if Treasury Securities are being substituted for shares of Preferred Stock. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Corporate PIES or fails to deliver a Corporate PIES Certificate(s) to the Agent after depositing Treasury Securities with the Collateral Agent, the shares of Preferred Stock , constituting a part of such Corporate PIES, and any dividends on such shares of Preferred Stock, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Corporate PIES is so transferred or the Corporate PIES Certificate is so delivered, as the case may be, or, with respect to a Corporate PIES Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Corporate PIES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as described in this Section 3.13, for so long as the Purchase Contract underlying a Corporate PIES remains in effect, such Corporate PIES shall not be separable into its constituent parts, and the rights and obligations of the Holder in respect of the shares of Preferred Stock and the Purchase Contract comprising such Corporate PIES may be acquired, and may be transferred and exchanged, only as a Corporate PIES.

SUBSTITUTION OF SECURITIES. A Holder may separate the Preferred Securities, the Debentures Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of a Corporate PIES an Income PRIDES by substituting for such Preferred Securities, Debentures Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount equal to the aggregate liquidation amount Stated Amount of such Preferred Securities, the aggregate principal amount of such Debentures Securities or for the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable (a "Collateral Substitution"), at any time from and after the date of this Agreement and on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Preferred Securities and the Debentures and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, in each case by (a) depositing with the Securities Intermediary Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate liquidation amount Stated Amount of the Preferred Securities or the aggregate principal amount of the Debentures comprising part of such Corporate PIES Income PRIDES or for the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate PIESIncome PRIDES, as the case may be, and (b) transferring the related Corporate PIES Income PRIDES to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit C D hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Preferred Securities, the Debentures Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, underlying such Corporate PIESIncome PRIDES, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A to the Pledge AgreementC hereto. Upon receipt of the Treasury Securities described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to release to the Agent, on behalf of the Holder, Preferred Securities, Debentures Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, having a corresponding aggregate liquidation amount Stated Amount of such Preferred Securities, aggregate principal amount of such Debentures, Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Corporate PIESIncome PRIDES; (ii) transfer the Preferred Securities, the Debentures Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury PIES Growth PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate PIESIncome PRIDES. Holders who elect to separate the Preferred Securities, the Debentures Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Preferred Securities or Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Holders may make Collateral Substitutions (i) only in integral multiples of 20 Income PRIDES if Preferred Securities are being substituted by Treasury Securities, or (ii) only in integral multiples of 32,000 Income PRIDES if the appropriate Applicable Ownership Interests of the Treasury Portfolio are being substituted by Treasury Securities. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Income PRIDES or fails to deliver an Income PRIDES Certificate(s) to the Agent after depositing Treasury Securities with the Collateral Agent, the Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, constituting a part of such Income PRIDES, and any distributions on such Preferred Security or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES is so transferred or the Income PRIDES Certificate is so delivered, as the case may be, or, with respect to an Income PRIDES Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Income PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as described in this Section 3.13, for so long as the Purchase Contract underlying an Income PRIDES remains in effect, such Income PRIDES shall not be separable into its constituent parts, and the rights and obligations of the Holder in respect of the Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, and Purchase Contract comprising such Income PRIDES may be acquired, and may be transferred and exchanged, only as an Income PRIDES.

SUBSTITUTION OF SECURITIES. A Holder may separate the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, Shares from the related Purchase Contracts in respect of a Corporate PIES SPUS by substituting for such Preferred Securities, Debentures or the appropriate Applicable Ownership Interest of the Treasury PortfolioShares, as the case may beapplicable, Treasury Securities in an aggregate principal amount equal to the aggregate liquidation amount of such Preferred Securities, the aggregate principal amount of such Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable Shares (a "Collateral Substitution"), at any time from and after the date of this Agreement and on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Preferred Securities and the Debentures and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, in each case by Date: (a) depositing with the Securities Intermediary Treasury Securities or securities entitlements thereto having an aggregate principal amount equal to the aggregate liquidation amount preference of the Preferred Securities or the aggregate principal amount of the Debentures Shares comprising part of such Corporate PIES or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate PIES, as the case may be, and SPUS; and (b) transferring the related Corporate PIES SPUS to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary and (ii) requesting that the Agent instruct the Collateral Agent to release the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Shares underlying such Corporate PIESSPUS, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A to the Pledge Agreement. Upon receipt of the Treasury Securities described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to release from the Pledge to the Agent, on behalf of the Holder, Preferred Securities, Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Shares having a corresponding aggregate liquidation amount of such Preferred Securities, aggregate principal amount of such Debentures, or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, from the Pledgeamount, free and clear of the Company's security interest therein, and upon receipt thereof thereof, the Agent shall promptly: (i) cancel the related Corporate PIESSPUS; (ii) transfer the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Shares to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury PIES SPUS Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate PIESSPUS. Holders who elect to separate the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Shares from the related Purchase Contract and to substitute Treasury Securities for such Preferred Securities or Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Shares shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Holders may make Collateral Substitutions only in integral multiples of 20 Corporate SPUS if Treasury Securities are being substituted for Shares. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Corporate SPUS or fails to deliver Corporate SPUS Certificates to the Agent after depositing Treasury Securities with the Collateral Agent, the Shares constituting a part of such Corporate SPUS, any dividends on such Shares shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Corporate SPUS are so transferred or the Corporate SPUS Certificate is so delivered, as the case may be, or, with respect to a Corporate SPUS Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Corporate SPUS Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as described in this Section 3.13, for so long as the Purchase Contract underlying a Corporate SPUS remains in effect, such Corporate SPUS shall not be separable into its constituent parts, and the rights and obligations of the Holder in respect of the Shares and the Purchase Contract comprising such Corporate SPUS may be acquired, and may be transferred and exchanged, only as a Corporate SPUS.

SUBSTITUTION OF SECURITIES. A Holder may separate the Preferred Securities, the Debentures Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of a Corporate PIES an Income Unit by substituting for such Preferred Securities, Debentures Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount equal to the aggregate liquidation amount Stated Amount of such Preferred Securities, the aggregate principal amount of such Debentures Securities or for the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable (a "Collateral Substitution"), at any time from and after the date of this Agreement and on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Preferred Securities and the Debentures and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, in each case by (a) depositing with the Securities Intermediary Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate liquidation amount Stated Amount of the Preferred Securities or the aggregate principal amount of the Debentures comprising part of such Corporate PIES Income Units or for the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate PIESIncome Units, as the case may be, and (b) transferring the related Corporate PIES Income Units to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit C D hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Preferred Securities, the Debentures Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, underlying such Corporate PIESIncome Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A to the Pledge AgreementC hereto. Upon receipt of the Treasury Securities described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to release to the Agent, on behalf of the Holder, Preferred Securities, Debentures Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, having a corresponding aggregate liquidation amount Stated Amount of such Preferred Securities, aggregate principal amount of such Debentures, Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Corporate PIESIncome Units; (ii) transfer the Preferred Securities, the Debentures Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury PIES Growth Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate PIESIncome Units. Holders who elect to separate the Preferred Securities, the Debentures Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Preferred Securities or Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Holders may make Collateral Substitutions (i) only in integral multiples of 20 Income Units if Preferred Securities are being substituted for Treasury Securities, or (ii) only in integral multiples of ________ Income Units if the appropriate Applicable Ownership Interests of the Treasury Portfolio are being substituted for Treasury Securities. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Income Units or fails to deliver an Income Units Certificate(s) to the Agent after depositing Treasury Securities with the Collateral Agent, the Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, constituting a part of such Income Units, and any distributions on such Preferred Security or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income Units are so transferred or the Income Units Certificate is so delivered, as the case may be, or, with respect to an Income Units Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Income Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as described in this Section 3.13, for so long as the Purchase Contract underlying an Income Unit remains in effect, such Income Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder in respect of the Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, and Purchase Contract comprising such Income Unit may be acquired, and may be transferred and exchanged, only as an Income Unit.

SUBSTITUTION OF SECURITIES. A Holder may separate the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, from the related Purchase Contracts in respect of a Corporate PIES by substituting for such Preferred Securities, Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount equal to the aggregate liquidation amount of such Preferred Securities, the aggregate principal amount of such Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable (a "Collateral Substitution"), at any time from and after the date of this Agreement and on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Preferred Securities and the Debentures and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, in each case by (a) depositing with the Securities Intermediary Treasury Securities having an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Securities or the aggregate principal amount of the Debentures comprising part of such Corporate PIES or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate PIES, as the case may be, and (b) transferring the related Corporate PIES to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit C hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary and requesting that the Agent instruct the Collateral Agent to release the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, underlying such Corporate PIES, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A to the Pledge Agreement. Upon receipt of the Treasury Securities described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to release to the Agent, on behalf of the Holder, Preferred Securities, Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, having a corresponding aggregate liquidation amount of such Preferred Securities, aggregate principal amount of such Debentures, or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Corporate PIES; (ii) transfer the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury PIES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate PIES. Holders who elect to separate the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, from the related Purchase Contract and to substitute Treasury Securities for such Preferred Securities or Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Holders may make Collateral Substitutions (i) only in integral multiples of 20 Corporate PIES if Treasury Securities are being substituted for Preferred Securities or Debentures, or (ii) only in integral multiples of 160,000 Corporate PIES if Treasury Securities are being substituted for the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio. In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Corporate PIES or fails to deliver a Corporate PIES Certificate(s) to the Agent after depositing Treasury Securities with the Collateral Agent, the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, constituting a part of such Corporate PIES, and any distributions on such Preferred Securities, Debentures or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Corporate PIES is so transferred or the Corporate PIES Certificate is so delivered, as the case may be, or, with respect to a Corporate PIES Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Corporate PIES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as described in this Section 3.13, for so long as the Purchase Contract underlying a Corporate PIES remains in effect, such Corporate PIES shall not be separable into its constituent parts, and the rights and obligations of the Holder in respect of the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, and the Purchase Contract comprising such Corporate PIES may be acquired, and may be transferred and exchanged, only as a Corporate PIES.

SUBSTITUTION OF SECURITIES. A Holder may separate the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, Securities from the related Purchase Contracts in respect of a Corporate PIES an Income PRIDES by substituting for such Preferred Securities, Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Treasury Securities in an aggregate principal amount equal to the aggregate stated liquidation amount of such Preferred Securities, the aggregate principal amount of such Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable Securities (a "Collateral Substitution"), ) at any time from and after the date of this Agreement and on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Preferred Securities and the Debentures and on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date in the case of the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, in each case by (a) depositing with the Securities Intermediary Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate stated liquidation amount of the Preferred Securities or the relating to such Income PRIDES (and in any event having an aggregate principal amount in an integral multiple of the Debentures comprising part of such Corporate PIES or the appropriate Applicable Ownership Interest (as specified in clause (A$1,000) of the definition of such term) of the Treasury Portfolio comprising part of such Corporate PIES, as the case may be, and (b) transferring the related Corporate PIES Income PRIDES to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit C D hereto, stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of Securities relating to such term) of the Treasury Portfolio, as the case may be, underlying such Corporate PIESIncome PRIDES, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A to the Pledge AgreementC hereto. Upon receipt of the Treasury Securities described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to release to the Agent, on behalf of the Holder, Preferred Securities, Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, Securities having a corresponding aggregate stated liquidation amount of such Preferred Securities, aggregate principal amount of such Debentures, or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Corporate PIESIncome PRIDES; (ii) transfer the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury PIES Growth PRIDES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate PIESIncome PRIDES Certificates. Holders who elect to separate the Preferred Securities, the Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Securities from the related Purchase Contract Contracts and to substitute Treasury Securities for such Preferred Securities or Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses.