Common use of The Pledge Clause in Contracts

The Pledge. The Holders from time to time 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, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the 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 Holders 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 Treasury Securities comprising a part of the Growth PRIDES, to be Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities shall be Transferred by 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 to the Collateral 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, has been credited to the Collateral Account. For purposes of perfecting the Pledge under applicable law, 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 2.1 is herein referred to as the "Pledge" and the Debt Securities, Treasury Securities or Treasury Portfolio subject to the Pledge, excluding any 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 Treasury Securities," or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively, and collectively, the "Pledged Securities." Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debt Securities 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 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 replacement certificate as required hereby.

The Pledge. The Holders from time to time 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, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the Debt Securities and Treasury Preferred Securities constituting a part of the Securities and all Proceeds thereof and any Treasury Securities delivered in exchange for any Debt Securities, and any Debt such 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 Holders under the provisions of this AgreementAgreement (the "Collateral"); (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash 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 Units by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (ef) all Proceeds of the foregoing (all proceeds 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 SecuritiesIncome Units, shall cause the Debt Preferred Securities comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Units to be Transferred delivered to the Collateral Agent for the benefit of the Company. Such Debt Securities shall be Transferred Company by physically delivering such Debt Securities securities to the Collateral Agent endorsed in blankblank and the Collateral Agent delivering such securities to the Securities Intermediary and causing the Securities Intermediary to credit the 10 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 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 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 aggregate principal amount of the 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 term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so transferred, in the event that a Tax Event Redemption has occurred, to the Purchase Contract Agent 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 to the Collateral 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, has been credited to the Collateral Account. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or 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 2.1 is herein referred to as the "Pledge" and the Debt Securities, Preferred Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities or Treasury Portfolio subject to the Pledge, excluding any Debt Preferred Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) 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 Preferred Securities", " or the "Pledged Treasury Securities," or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively, and collectively, the "Pledged Securities." . Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to have reregister the Debt Preferred Securities or any other Securities 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 Accountname. Except as may be required in order to release Debt Securities (or if a Tax Event Redemption has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Preferred Securities in connection with a Holder's election to convert its investment from an Income PRIDES Unit to a Growth PRIDES, or from Growth PRIDES to Income PRIDES, as the case may beUnit, or except as otherwise required to release Pledged Securities 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 Preferred Security prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Debt Preferred Securities evidenced thereby from the Pledge, the Collateral Agent Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debt Preferred Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten 15 days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.. 11

The Pledge. The Holders from time to time 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, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the 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 Holders 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 Income PRIDES 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 of the Securities, shall cause the Debt Securities comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities shall be Transferred by physically delivering such Debt Securities to the Collateral Agent endorsed in blank. Treasury Securities and the 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 to the Collateral 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, Portfolio has been credited to the Collateral Account. For purposes of perfecting the Pledge under applicable law, 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 2.1 is herein referred to as the "Pledge" and the Debt Securities, Treasury Securities or any Treasury Portfolio subject to the Pledge, excluding any Debt Securities or Treasury Securities or interest in the any Treasury Portfolio released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Debt Securities", the "Pledged Treasury Securities," or "Pledged Applicable Ownership Interest in the a Treasury Portfolio," respectively, and collectively, the "Pledged Securities." Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debt Securities 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 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 the a Treasury Portfolio) or Treasury Securities in connection with a Holder's election to convert its investment from Income PRIDES Corporate Units to Growth PRIDESTreasury Units, or from Growth PRIDES Treasury Units to Income PRIDESCorporate 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 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 the 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 replacement certificate as required hereby.

The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below) acting through the Forward Purchase Contract Agent, as their attorney-in-fact, and the Forward Purchase Contract Agent, as such attorney-in-factnominal 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 Forward Purchase Contracts, a security interest in (i) all of the right, title and interest of such Holders and the Forward Purchase Contract Agent and such Holders (a) in the Debt Securities and Treasury Securities Notes constituting a part of the Securities and any Treasury Securities delivered in exchange for any Debt SecuritiesNotes (or, and if applicable, the Applicable Ownership Interest in the Treasury Portfolio), any Debt Securities Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Section 4 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 Holders 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 Upper DECS by the Collateral Agent upon the occurrence of a Successful Initial Remarketing or a Tax Event Redemption as provided in Section 6.2 Article VI, or otherwise, 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 Forward Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Debt Securities Notes comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Upper DECS to be Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities Notes shall be Transferred by physically delivering such Debt 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 Upper DECS so elects, such Holder may Transfer Treasury Securities to the Collateral Agent endorsed for the benefit of the Company as provided in blankSection 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing or a Tax Event Redemption has occurred, to the Forward Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Stripped DECS so elects, such Holder may Transfer Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio 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 or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Forward Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of 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 to the Collateral 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 appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account. . (b) For purposes of perfecting the Pledge under applicable law, 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 2.1 is herein referred to as the "Pledge" and the Debt Securities, Notes or Treasury Securities or Treasury Portfolio subject to the Pledge, excluding any Debt Securities Notes that are delivered pursuant to Section 6.2 hereof 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", Notes" or the "Pledged Treasury Securities," or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively, and collectively, the "Pledged Securities." . Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to have reregister the Debt Securities Notes or any other Securities 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 Accountname. Except as may be required in order to release Debt Securities (or if a Tax Event Redemption has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities Notes in connection with a Holder's election to convert its investment from Income PRIDES an Upper DECS to Growth PRIDES, or from Growth PRIDES to Income PRIDES, as the case may bea Stripped DECS, or except as otherwise required to release Pledged Securities Notes 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 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 Collateral Agent Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Debt Securities Notes evidenced thereby from the Pledge, the Collateral Agent Securities Intermediary shall use its best commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Debt Securities Notes remaining subject to the Pledge hereunder registered to it or endorsed indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within ten fifteen days of the date it relinquished possession. The Collateral Agent Securities Intermediary shall promptly notify the Company and the Collateral Agent of its the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.

The Pledge. (a) The Holders from time to time as ---------- beneficial owners of the Collateral (as defined below) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-factnominal 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, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent and such Holders (a) in the Debt Securities and Treasury Securities Senior Notes constituting a part of the Securities Corporate Units and any Treasury Securities delivered in exchange for any Debt SecuritiesSenior Notes (or, and if applicable, the Applicable Ownership Interest in the Treasury Portfolio), any Debt Securities Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Section 4 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 Holders 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 Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Section 6.2 Article VI, or otherwise, 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 Senior Notes comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities Senior Notes shall be Transferred by physically delivering such Debt Senior 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 Senior Notes such that security entitlements with respect to such Senior 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 endorsed for the benefit of the Company as provided in blankSection 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, 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 Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio 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 Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of 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 to the Collateral 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 appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account. . (b) For purposes of perfecting the Pledge under applicable law, 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 2.1 is herein referred to as the "Pledge" and the Debt Securities, Senior Notes or Treasury Securities or Treasury Portfolio subject to the Pledge, excluding any Debt Securities Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes 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", Senior Notes" or the "Pledged Treasury Securities," or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively, and collectively, the "Pledged Securities." . Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to have reregister the Debt Securities Senior Notes or any other Securities 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 Accountname. Except as may be required in order to release Debt Securities (or if a Tax Event Redemption has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities Senior Notes in connection with a Holder's election to convert its investment from Income PRIDES a Corporate Unit to Growth PRIDES, or from Growth PRIDES to Income PRIDES, as the case may bea Treasury Unit, or except as otherwise required to release Pledged Securities Senior Notes 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 Senior Note prior to the termination of this Agreement, except Senior 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 Collateral Agent Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Debt Securities Senior Notes evidenced thereby from the Pledge, the Collateral Agent Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debt Securities Senior Notes remaining subject to the Pledge hereunder registered to it or endorsed indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within ten fifteen days of the date it relinquished possession. The Collateral Agent Securities Intermediary shall promptly notify the Company and the Collateral Agent of its the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.

The Pledge. The Holders from time to time 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, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the 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 Holders 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 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 Income PRIDESType A Securities, and the Treasury Securities comprising a part of the Growth PRIDESType B Securities, to be Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities shall be Transferred by 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 to the Collateral 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, has been credited to the Collateral Account. For purposes of perfecting the Pledge under applicable law, 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 2.1 is herein referred to as the "Pledge" and the Debt Securities, Treasury Securities or Treasury Portfolio subject to the Pledge, excluding any 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 Treasury Securities," or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively, and collectively, the "Pledged Securities." Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debt Securities 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 Accountform. Except as may be required in order to release Debt Securities (or if a Tax Event Redemption has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities Securties in connection with a Holder's election to convert its investment from Income PRIDES Type A Securities to Growth PRIDES, or from Growth PRIDES to Income PRIDESType 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 replacement certificate as required hereby.

The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-factnominal 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, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent and such Holders (a) in the Debt Securities and Treasury Securities Senior Notes constituting a part of the Securities Corporate Units and any Treasury Securities delivered in exchange for any Debt SecuritiesSenior Notes (or, and if applicable, the Applicable Ownership Interest in the Treasury Portfolio), any Debt Securities Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Section 4 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 Holders 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 Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing or a Tax Event Redemption as provided in Section 6.2 Article VI, or otherwise, 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 Senior Notes comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities Senior Notes shall be Transferred by physically delivering such Debt Senior 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 Senior Notes such that security entitlements with respect to such Senior 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 endorsed for the benefit of the Company as provided in blankSection 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing or a Tax Event Redemption has occurred, 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 Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio 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 Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of 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 to the Collateral 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 appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account. . (b) For purposes of perfecting the Pledge under applicable law, 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 2.1 is herein referred to as the "Pledge" and the Debt Securities, Senior Notes or Treasury Securities or Treasury Portfolio subject to the Pledge, excluding any Debt Securities Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes 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", Senior Notes" or the "Pledged Treasury Securities," or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively, and collectively, the "Pledged Securities." . Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to have reregister the Debt Securities Senior Notes or any other Securities 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 Accountname. Except as may be required in order to release Debt Securities (or if a Tax Event Redemption has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities Senior Notes in connection with a Holder's election to convert its investment from Income PRIDES a Corporate Unit to Growth PRIDES, or from Growth PRIDES to Income PRIDES, as the case may bea Treasury Unit, or except as otherwise required to release Pledged Securities Senior Notes 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 Senior Note prior to the termination of this Agreement, except Senior 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 Collateral Agent Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Debt Securities Senior Notes evidenced thereby from the Pledge, the Collateral Agent Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debt Securities Senior Notes remaining subject to the Pledge hereunder registered to it or endorsed indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within ten fifteen days of the date it relinquished possession. The Collateral Agent Securities Intermediary shall promptly notify the Company and the Collateral Agent of its the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.

The Pledge. The Holders from time to time 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, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the 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 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 Holders or the Purchase Contract Agent under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.44.4 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 Tax 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 of the Securities, shall cause the Debt Securities comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, PRIDES to be 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 physically delivering such Debt Securities to the Collateral Agent endorsed in blank. Any Treasury Securities and the 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 to the Collateral 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, Portfolio has been credited to the Collateral Account. For purposes of perfecting the Pledge under applicable law, 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 2.1 is herein referred to as the "Pledge" and the Debt Securities, the Treasury Securities or the Applicable Ownership Interest in a Treasury Portfolio subject to the Pledge, excluding any Debt Securities or Treasury Securities or interest in the any Treasury Portfolio released from the Pledge as provided in Section 4 Article IV hereof, are hereinafter referred to as the "Pledged Debt Securities", ," the "Pledged Treasury Securities," or the "Pledged Applicable Ownership Interest in the a Treasury Portfolio," respectively, and 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 Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debt Securities 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 or, following (i) a Tax Special Event Redemption has occurredprior 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 if or, following (i) a Tax Special Event Redemption has occurredor (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 replacement certificate as required hereby.

The Pledge. The Holders from time to time 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, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the 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 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 Holders or the Purchase Contract Agent under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.44.4 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 Tax 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 of the Securities, shall cause the Debt Securities comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, PRIDES to be 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 physically delivering such Debt Securities to the Collateral Agent endorsed in blank. Any Treasury Securities and the 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 to the Collateral 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, Portfolio has been credited to the Collateral Account. For purposes of perfecting the Pledge under applicable law, 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 2.1 is herein referred to as the "Pledge" and the Debt Securities, the Treasury Securities or the Applicable Ownership Interest in a Treasury Portfolio subject to the Pledge, excluding any Debt Securities or Treasury Securities or interest in the any Treasury Portfolio released from the Pledge as provided in Section 4 Article IV hereof, are hereinafter referred to as the "Pledged Debt Securities", ," the "Pledged Treasury Securities," or the "Pledged Applicable Ownership Interest in the a Treasury Portfolio," respectively, and 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 Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debt Securities 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 or, following (I) a Tax Special Event Redemption has occurredprior 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 if or, following (I) a Tax Special Event Redemption has occurredor (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 replacement certificate as required hereby.

The Pledge. The Holders from time to time acting through the Forward Purchase Contract Agent, as their attorney-in-fact, and the Forward 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 (whether now owned, hereafter acquired, or whether now or hereafter existing or arising) of their respective obligations under the related Forward Purchase Contracts, a security interest in (i) all of the right, title and interest of such Holders and the Forward Purchase Contract Agent and such Holders in (a) in the Debt Securities and Preferred Stock constituting a part of Income PRIDES from time to time; (b) Treasury Securities constituting a part of the Securities and any Growth PRIDES from time to time, (c) the Applicable Ownership Interests (as specified in Clause (A) of the definition of such term) of the 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 Portfolio constituting a part of Income PRIDES from time to or received by time after the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions occurrence of this Agreementa Special Event Redemption; (bd) in payments made by Holders pursuant to Section 4.4.; (ce) in the Collateral Account and all securities, financial assetsassets (as defined in Section 8-102(a)(9) of the Code), 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 (ef) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Preferred Stock, the Treasury Securities and the Portfolio Interests subject to the Pledge, excluding any Preferred Stock that are delivered pursuant to Section 6.4 hereof and Treasury Securities or Portfolio Interests released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively are hereinafter referred to as the "Pledged Preferred Stock," "Pledged Treasury Securities" and the "Pledged Portfolio Interests," respectively. Prior to or concurrently with the execution and delivery of this Agreement, the Forward Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Debt Securities Preferred Stock comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, PRIDES to be Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities Preferred Stock shall be Transferred by physically delivering such Debt Securities Preferred Stock to the Collateral Agent endorsed in blankblank or together with such powers undated and duly endorsed in blank as the Collateral Agent or the Company, which Transfer shall constitute delivery (as defined in Section 8-301 of the Code) of the Preferred Stock. The Collateral Agent shall deliver such Preferred Stock to the Securities Intermediary and the Securities Intermediary will credit the Collateral Account with such Preferred Stock such that any Security Entitlement with respect to such Preferred Stock is credited to such Collateral Account. 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 (as provided in Section 4.1 hereof) in exchange for the release by the Collateral Agent on behalf of the Company to the Forward Purchase Contract Agent of Preferred Stock or Portfolio Interests, as the case may be, with a Liquidation Preference equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of the Preferred Stock, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, equal to the aggregate principal amount of the Treasury Securities so Transferred. In the event a Holder of Growth PRIDES so elects, such Holder may Transfer Preferred Stock or Portfolio Interests to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company (as provided in Section 4.2 hereof) to the Forward Purchase Contract Agent of Treasury Securities with an aggregate principal amount at maturity equal to, as the case may be, the aggregate Liquidation Preference of the Preferred Stock or the aggregate principal amount at maturity of the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, so Transferred to the Forward Purchase Contract Agent on behalf of such Holder. Such Treasury Securities and the Treasury PortfolioPortfolio Interests, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral 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, such Portfolio Interests has been credited to the Collateral Account. For purposes of perfecting the Pledge under applicable law, 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 2.1 is herein referred to as the "Pledge" and the Debt Securities, Treasury Securities or Treasury Portfolio subject to the Pledge, excluding any 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 Treasury Securities," or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively, and collectively, the "Pledged Securities." Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to have reregister the Debt Securities Preferred Stock or any other Securities held in physical form reregistered in its name or in for the name benefit of its agent or the Securities Intermediary and credited to the Collateral AccountCompany. Except as may be required in order to release Debt Securities (or if a Tax Event Redemption has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities Preferred Stock in connection with a Holder's election to convert its investment from an Income PRIDES to a 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 security certificate evidencing Debt Securities (or if a Tax Event Redemption has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities Preferred Stock prior to the termination of this AgreementAgreement except Preferred Stock 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 Collateral Agent Securities Intermediary to relinquish physical possession of a security certificate in order to release a portion of the Debt Securities Pledged Preferred Stock evidenced thereby from the Pledge, the Collateral Agent Securities Intermediary shall use its best efforts to obtain physical possession of a replacement security certificate evidencing any Debt Securities Preferred Stock remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten fifteen days of the date it relinquished possession. The Collateral Agent Securities Intermediary shall promptly notify the Company and the Collateral Agent of its the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.

The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-factnominal 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, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent and such Holders (a) in the Debt Securities and Treasury Securities Notes constituting a part of the Securities and any Treasury Securities delivered in exchange for any Debt SecuritiesNotes (or, and if applicable, the Applicable Ownership Interest in the Treasury Portfolio), any Debt Securities Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Section 4 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 Holders 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 Successful Initial Remarketing or a Tax Event Redemption as provided in Section 6.2 Article VI, or otherwise, 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 Notes comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, PRIDES to be Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities Notes shall be Transferred by physically delivering such Debt 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 Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent endorsed for the benefit of the Company as provided in blankSection 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so transferred, in the event that a Successful Initial Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Growth PRIDES so elects, such Holder may Transfer Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio 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 or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of 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 to the Collateral 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 appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account. . (b) For purposes of perfecting the Pledge under applicable law, 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 2.1 is herein referred to as the "Pledge" and the Debt Securities, Notes or Treasury Securities or Treasury Portfolio subject to the Pledge, excluding any Debt Securities Notes that are delivered pursuant to Section 6.2 hereof 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", Notes" or the "Pledged Treasury Securities," or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively, and collectively, the "Pledged Securities." . Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to have reregister the Debt Securities Notes or any other Securities 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 Accountname. Except as may be required in order to release Debt Securities (or if a Tax Event Redemption has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities Notes in connection with a Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or from Growth PRIDES to Income PRIDES, as the case may be, or except as otherwise required to release Pledged Securities Notes 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 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 Collateral Agent Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Debt Securities Notes evidenced thereby from the Pledge, the Collateral Agent Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debt Securities Notes remaining subject to the Pledge hereunder registered to it or endorsed indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within ten fifteen days of the date it relinquished possession. The Collateral Agent Securities Intermediary shall promptly notify the Company and the Collateral Agent of its the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.

The Pledge. The Holders from time to time 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, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the 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 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 Holders or the Purchase Contract Agent under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.44.4 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 on a day other than the third Business Day immediately preceding August 16, 2006 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 Treasury Securities comprising a part of the Growth PRIDES, PRIDES to be 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 physically delivering such Debt Securities to the Collateral Agent endorsed in blank. Treasury Securities and the 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 to the Collateral 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, Portfolio has been credited to the Collateral Account. For purposes of perfecting the Pledge under applicable law, 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 2.1 is herein referred to as the "Pledge" and the Debt Securities, Treasury Securities or the Applicable Ownership Interest in any Treasury Portfolio subject to the Pledge, excluding any Debt Securities or Treasury Securities or interest in the 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 Treasury Securities," or "Pledged Applicable Ownership Interest in the a Treasury Portfolio," respectively, and and, collectively, the "Pledged Securities." Following the maturity of the Pledged Treasury Securities on July 15, 2006, 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 Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debt Securities 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 or, if (i) a Tax Event Redemption or (ii) a successful remarketing of the Debt Securities on a day other than the third Business Day immediately preceding August 16, 2006, 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 or, if (i) a Tax Event Redemption or (ii) a successful remarketing of the Debt Securities on a day other than the third Business Day immediately preceding August 16, 2006, 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 replacement certificate as required hereby.

The Pledge. (a) The Holders from time to time as ---------- beneficial owners of the Collateral (as defined below) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-factnominal 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, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent and such Holders (a) in the Debt Securities and Treasury Securities Senior Notes constituting a part of the Securities Corporate Units and any Treasury Securities delivered in exchange for any Debt SecuritiesSenior Notes (or, and if applicable, the Applicable Ownership Interest in the Treasury Portfolio), any Debt Securities Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Section 4 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 Holders 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 Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing or a Tax Event Redemption as provided in Section 6.2 Article VI, or otherwise, 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 Senior Notes comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities Senior Notes shall be Transferred by physically delivering such Debt Senior 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 Senior Notes such that security entitlements with respect to such Senior 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 endorsed for the benefit of the Company as provided in blankSection 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing or a Tax Event Redemption has occurred, 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 Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio 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 Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of 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 to the Collateral 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 appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account. . (b) For purposes of perfecting the Pledge under applicable law, 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 2.1 is herein referred to as the "Pledge" and the Debt Securities, Senior Notes or Treasury Securities or Treasury Portfolio subject to the "Pledge", excluding any Debt Securities Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes 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", Senior Notes" or the "Pledged Treasury Securities," or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively, and collectively, the "Pledged Securities." . Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to have reregister the Debt Securities Senior Notes or any other Securities 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 Accountname. Except as may be required in order to release Debt Securities (or if a Tax Event Redemption has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities Senior Notes in connection with a Holder's election to convert its investment from Income PRIDES a Corporate Unit to Growth PRIDES, or from Growth PRIDES to Income PRIDES, as the case may bea Treasury Unit, or except as otherwise required to release Pledged Securities Senior Notes 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 Senior Note prior to the termination of this Agreement, except Senior 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 Collateral Agent Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Debt Securities Senior Notes evidenced thereby from the Pledge, the Collateral Agent Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Debt Securities Senior Notes remaining subject to the Pledge hereunder registered to it or endorsed indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within ten fifteen days of the date it relinquished possession. The Collateral Agent Securities Intermediary shall promptly notify the Company and the Collateral Agent of its the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.

The Pledge. The Holders from time to time 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, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the 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 Holders 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 Treasury Securities comprising a part of the Growth PRIDES, to be Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities shall be Transferred by physically delivering such Debt Securities to the Collateral Agent endorsed in blankblank 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 to the Collateral 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, has been credited to the Collateral Account. For purposes of perfecting the Pledge under applicable law, 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 2.1 is herein referred to as the "Pledge" and the Debt Securities, Treasury Securities or Treasury Portfolio subject to the Pledge, excluding any 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 Treasury Securities," or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively, Portfolio respectively and collectively, the "Pledged Securities." Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debt Securities 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 AccountIntermediary. Except as may be required in order to release Debt Securities (or if a 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 [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 replacement certificate as required hereby.

The Pledge. The Holders from time to time 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, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the 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 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 Holders 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 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 Income PRIDESType A Securities, and the Treasury Securities comprising a part of the Growth PRIDESType B Securities, to be Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities shall be Transferred by 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 to the Collateral 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, has been credited to the Collateral Account. For purposes of perfecting the Pledge under applicable law, 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 2.1 is herein referred to as the "Pledge" and the Debt Securities, Treasury Securities or Treasury Portfolio subject to the Pledge, excluding any 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 Treasury Securities," or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively, and collectively, the "Pledged Securities." Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debt Securities 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 Accountform. Except as may be required in order to release Debt Securities (or if a 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 Type A Securities to Growth PRIDES, or from Growth PRIDES to Income PRIDESType 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 replacement certificate as required hereby.

The Pledge. The Holders from time to time 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, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the Debt Securities Debentures and Treasury Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Debt SecuritiesDebentures, and any Debt Securities Debentures delivered in exchange for any Treasury Securities, in accordance with Section 4 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 Holders 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 Income PRIDES 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 Debentures comprising a part of the Income PRIDESType A Securities, and the Treasury Securities comprising a part of the Growth PRIDESType B Securities, to be Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities Debentures shall be Transferred by physically delivering such Debt Securities 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 to the Collateral 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, has been credited to the Collateral Account. For purposes of perfecting the Pledge under applicable law, 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 2.1 is herein referred to as the "Pledge" and the Debt SecuritiesDebentures, Treasury Securities or Treasury Portfolio subject to the Pledge, excluding any Debt Securities 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 Debt SecuritiesDebentures", the "Pledged Treasury Securities," or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively, and collectively, the "Pledged Securities." Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Debt Securities Debentures 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 Debentures (or if a 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 Type A Securities to Growth PRIDESType B Securities, or from Growth PRIDES Type B Securities to Income PRIDESType 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 Debt Securities 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 Debt Securities Debentures 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 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 replacement certificate as required hereby.

The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-factnominal 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, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent and such Holders (a) in the Debt Securities and Treasury Securities Notes constituting a part of the Securities and any Treasury Securities delivered in exchange for any Debt SecuritiesNotes (or, and if applicable, the Applicable Ownership Interest in the Treasury Portfolio), any Debt Securities Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Section 4 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 Holders 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 Successful Initial Remarketing or a Tax Event Redemption as provided in Section 6.2 Article VI, or otherwise, 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 Notes comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, PRIDES to be Transferred to the Collateral Agent for the benefit of the Company. Such Debt Securities Notes shall be Transferred by physically delivering such Debt 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 Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent endorsed for the benefit of the Company as provided in blankSection 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Growth PRIDES so elects, such Holder may Transfer Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio 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 or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of 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 to the Collateral 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 appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account. . (b) For purposes of perfecting the Pledge under applicable law, 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 2.1 is herein referred to as the "Pledge" and the Debt Securities, Notes or Treasury Securities or Treasury Portfolio subject to the Pledge, excluding any Debt Securities Notes that are delivered pursuant to Section 6.2 hereof 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", Notes" or the "Pledged Treasury Securities," or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively, and collectively, the "Pledged Securities." . Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to have reregister the Debt Securities Notes or any other Securities 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 Accountname. Except as may be required in order to release Debt Securities (or if a Tax Event Redemption has occurred, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities Notes in connection with a Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or from Growth PRIDES to Income PRIDES, as the case may be, or except as otherwise required to release Pledged Securities Notes 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 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 Collateral Agent Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Debt Securities Notes evidenced thereby from the Pledge, the Collateral Agent Securities Intermediary shall use its best commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Debt Securities Notes remaining subject to the Pledge hereunder registered to it or endorsed indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within ten fifteen days of the date it relinquished possession. The Collateral Agent Securities Intermediary shall promptly notify the Company and the Collateral Agent of its the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.