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, 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 (a) in the Capital Securities and Treasury Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Capital Securities, and any Capital 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 any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (f) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concur rently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Capital 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 Capital Securities shall be Transferred by physically delivering such Securities to the Securities Intermediary endorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities or any other Securities held in physical form in its name. Except as may be required in order to release Capital Securities in connection with a Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or except as otherwise required to release Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.

The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in- fact, in-fact hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the payment and performance when due by such Holders of their respective obligations to the Company under the related Purchase Contracts, a security interest in (i) in, and right of set-off against, all of the right, title and interest of the Purchase Contract Agent and such Holders in: (ai) the Notes constituting a part of the Units that have not been released by the Collateral Agent, other than a release to the Remarketing Agent in connection with a remarketing under Section 4.5 hereof, to such Holders under the Capital Securities and provisions of this Agreement; (ii) (A) the Treasury Consideration or Treasury Securities constituting a part of the Securities and Units, (B) any Treasury Securities delivered in exchange for any Capital SecuritiesNotes or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Capital Securities Notes or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent, other than a release to the Remarketing Agent in connection with a remarketing under Section 4.5 hereof, to such Holders under the provisions of this Agreement; ; (biii) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; ; (div) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Special Event Redemption as provided in Section 6.2 and Redemption, the Treasury Portfolio Transferred to the Collateral Account; (fv) all Proceeds of the foregoing; and (vi) all powers and rights now owned or hereafter acquired under or with respect to any of the foregoing (all of the foregoing, collectively, the "“Collateral"”). . (b) Prior to or concur rently concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Capital Securities Notes comprising a part of the Income PRIDESNormal Units, and which will be subject to the Treasury Securities comprising a part of the Growth PRIDESPledge set forth in this Section 2.1, to be Transferred to the Collateral Agent for the benefit of the Company. Such Capital . (c) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration and Treasury Securities shall be Transferred by physically delivering such Securities subject to the Pledge, excluding any Notes, Treasury Consideration or Treasury Securities Intermediary endorsed released from the Pledge as provided in blank Sections 4.1, 4.2 and causing 4.3 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration” and “Pledged Treasury Securities,” respectively. Subject to the Securities Intermediary Pledge and the provisions of Section 2.2 hereof, the Holders from time to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation time shall have full beneficial ownership of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 AccountCollateral. 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister in its name the Capital Securities Notes or any other Securities securities held in physical form in its name. form. (d) Except as may be required in order to release Capital Notes or Treasury Consideration, as applicable, in connection with a Special Event Redemption or with a Holder’s election to convert its investment from a Normal Unit to a Stripped Unit, or except as may be required in order to release Treasury Securities in connection with a Holder's ’s election to convert its investment from an Income PRIDES a Stripped Unit to a Growth PRIDESNormal Unit, or except as otherwise required to release Notes, Treasury Consideration or Treasury Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary Agent, shall not relinquish physical possession of any certificate evidencing a Capital Security Notes, Treasury Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Capital Securities Notes evidenced thereby from the Pledge, the Securities Intermediary Company shall use its commercially reasonable best efforts to arrange for the Securities Intermediary to obtain physical possession of a replacement certificate evidencing any Capital Securities Notes remaining subject to the Pledge hereunder registered to it the Securities Intermediary or endorsed in blank (or accompanied by a bond power endorsed in blank) within fifteen calendar days of the date it the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure its inability to obtain possession of any such replacement certificate as required hereby. (e) Notwithstanding anything contained herein to the contrary, for avoidance of doubt, (i) the cash interest payments at the rate of 8.25% per year on the Notes and (ii) after a Special Event Redemption, the quarterly payments with respect to the Treasury Consideration (as specified in clause (B) of the definition of Treasury Consideration) that are a part of the Normal Units to Holders of Normal Units shall not be subject to the Pledge and therefore are not part of the Collateral.

The Pledge. (a) The Holders from time to time acting through the Forward Purchase Contract Agent, as their attorney-in- 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 of their respective obligations under the related Forward Purchase Contracts, a security interest in (i) all of the right, title and interest of the Forward Purchase Contract Agent and such Holders in: (ai) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Capital Securities and Treasury Securities Portfolio constituting a part of the Securities and DECS, (B) any Treasury Securities delivered in exchange for any Capital SecuritiesNotes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, and (C) any Capital Securities Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ; (bii) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (fiii) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). . (b) Prior to or concur rently concurrently with the execution and delivery of this Agreement, the Forward Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesDECS, shall cause the Capital 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 Capital Securities shall be Transferred by physically delivering such Securities . (c) The pledge provided in this Section 2.1 is herein referred to as the Securities Intermediary endorsed in blank "Pledge" and causing the Securities Intermediary Notes (or the Notes that are delivered pursuant to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so electsSection 4.2 hereof), such Holder may Transfer Treasury Consideration, 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 Capital Securities or the appropriate Applicable Ownership Interest of in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are herein referred to as "Pledged Notes," "Pledged Treasury Consideration," "Pledged Treasury Securities" or "Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, with an aggregate stated liquidation amount equal ," respectively. Subject to the aggregate principal amount Pledge and Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Treasury Securities so Transferred, in the case of Capital 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 AccountCollateral. 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister in its name the Capital Securities Notes or any other Securities securities held in physical form in its name. Except as may be required in order to release Capital Securities in connection with a Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or except as otherwise required to release Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required herebyform.

The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in- fact, 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 to the Company under the related Purchase Contracts, a security interest in (i) all of the right, title and interest of the Purchase Contract Agent and such Holders in: (ai) in (A) the Capital Securities and Notes, Treasury Consideration or Treasury Securities constituting a part of the Securities and Units, (B) any Treasury Securities delivered in exchange for any Capital SecuritiesNotes or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Capital Securities Notes or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ; (bii) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; ; (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (fiii) all Proceeds of the foregoing; and (iv) all powers and rights now owned or hereafter acquired under or with respect to any of the foregoing (all of the foregoing, collectively, the "CollateralCOLLATERAL"). . (b) Prior to or concur rently concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Capital Securities Notes comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Capital . (c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration and Treasury Securities shall be Transferred by physically delivering such Securities subject to the Pledge, excluding any Notes, Treasury Consideration or Treasury Securities Intermediary endorsed released from the Pledge as provided in blank Sections 4.1, 4.2 and causing 4.3 hereof, respectively, are hereinafter referred to as "Pledged Notes," "Pledged Treasury Consideration" and "Pledged Treasury Securities," respectively. Subject to the Securities Intermediary Pledge and the provisions of Section 2.2 hereof, the Holders from time to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation time shall have full beneficial ownership of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 AccountCollateral. 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister in its name the Capital Securities Notes or any other Securities securities held in physical form in its name. form. (d) Except as may be required in order to release Capital Notes or Treasury Consideration, as applicable, in connection with a Special Event Redemption or with a Holder's election to convert its investment from a Normal Unit to a Stripped Unit, or except as may be required in order to release Treasury Securities in connection with a Holder's election to convert its investment from an Income PRIDES a Stripped Unit to a Growth PRIDESNormal Unit, or except as otherwise required to release Notes, Treasury Consideration or Treasury Securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security Notes, Treasury Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement, provided, however, that if the Notes are issued in whole or in part in the form of global Notes, such Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities Notes evidenced thereby from the Pledge, the Securities Intermediary Company shall use its commercially reasonable best efforts to arrange for the Securities Intermediary to obtain physical possession of a replacement certificate evidencing any Capital Securities Notes remaining subject to the Pledge hereunder registered to it the Securities Intermediary or endorsed in blank (or accompanied by a bond power endorsed in blank) within fifteen calendar days of the date it the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure its inability to obtain possession of any such replacement certificate as required hereby. (e) Notwithstanding anything contained herein to the contrary, for avoidance of doubt, (i) the cash payments at the rate of [___]% per year of the Stated Amount of the Notes and (ii) after a Special Event Redemption, the quarterly payments with respect to the Treasury Consideration [(as specified in clause (B) of the definition of Treasury Consideration)] that are a part of the Normal Units to Holders of Normal Units shall not be subject to the Pledge and therefore are not part of the Collateral.

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- in-fact, and the Purchase Contract Agent, hereby pledge and grant to the Collateral Agent, for the benefit of the CompanyCompany to secure the prompt and complete payment and performance when due (whether at stated settlement, early settlement, by acceleration or otherwise) of the obligations of the Holders under the Purchase Contracts, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a continuing first priority security interest in (i) all and lien upon and right of the set off against such Holder's right, title and interest of such Holders in: (ai) (A) the Notes, any Applicable Ownership Interest in the Capital Securities Treasury Portfolio and Treasury Securities constituting a part of the Securities and Units, (B) any Treasury Securities delivered in exchange for any Capital SecuritiesNotes or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, and (C) any Capital Securities Notes or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case case, that have been Transferred transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ; (bii) in payments made by Holders pursuant to Section 4.4; 4.4 hereof; (ciii) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (fiv) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). . (b) Prior to or concur rently concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Capital Securities Notes comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Capital Securities The Collateral Agent shall be Transferred by physically delivering such Securities have all of the rights, remedies and recourses with respect to the Securities Intermediary endorsed Collateral afforded a secured party by the Code, in blank addition to, and causing not in limitation of, the Securities Intermediary to credit the Collateral Account with such Securities other rights, remedies and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities recourses afforded to the Collateral Agent for by this Agreement. (c) Subsequent to the benefit date of initial issuance of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital Securities or the appropriate Applicable Ownership Interest of the Treasury PortfolioUnits, 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 Capital 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 shall file or cause to be filed a financing statement prepared by the Company in the State of such HolderNew York, Office of the Secretary of State and any other jurisdictions which the Company deems necessary. Treasury Securities and the Treasury PortfolioThe Purchase Contract Agent, as applicableattorney-in-fact for the Holders as debtors, shall be Transferred to sign a financing statement describing 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. Collateral. (d) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Capital Securities Notes (or the Debentures Notes that are delivered pursuant to Section 6.2 hereof) ), any Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities subject to the Pledge, excluding any Capital Securities (Notes, any Applicable Ownership Interest in the Treasury Portfolio or the Debentures that are delivered pursuant to Section 6.2 hereof) or any Treasury Securities released from the Pledge as provided in Section 4 Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Capital SecuritiesNotes," "Pledged Applicable Ownership Interest in the Treasury Portfolio" or the "Pledged Treasury Securities," respectively. 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. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister re-register in its name the Capital Securities Notes or any other Securities securities held in physical form in its name. form. (e) Except as may be required in order to release Capital Securities Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, as applicable, in connection with a Tax Event Redemption or with a Holder's election to convert its investment from an Income PRIDES a Normal Unit to a Growth PRIDESStripped Unit, or except as otherwise required to release Securities Pledged Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security Note prior to the termination of this Agreement, provided, however, that if the Notes are issued in whole or in part in the form of global Notes, such Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities Pledged Notes evidenced thereby from the Pledge, the Securities Intermediary Company or the Purchase Contract Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities Notes remaining subject to the Pledge hereunder registered to it the Securities Intermediary or endorsed in blank (or accompanied by a bond power endorsed in blank) within fifteen calendar days of the date it the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby. (f) Notwithstanding anything contained herein to the contrary, for avoidance of doubt, the Cash payments at the rate of ___% per year of the Stated Amount of the Normal Units to Holders of Normal Units shall not be subject to the Pledge and therefore are not part of the Collateral.

The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in- 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 the Purchase Contract Agent and such Holders in: (ai) in (A) the Capital Securities Debentures, TreasuryConsideration and Treasury Securities constituting a part of the Securities and Units, (B) any Treasury Securities delivered in exchange for any Capital SecuritiesDebentures or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Capital Securities Debentures or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ; (bii) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (fiii) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). . (b) Prior to or concur rently concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Capital Securities Debentures comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Capital . (c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Debentures (or the Debentures that are delivered pursuant to Section 6.2 hereof), Treasury Consideration or Treasury Securities shall be Transferred by physically delivering such Securities subject to the Pledge, excluding any Debentures, Treasury Consideration or Treasury Securities Intermediary endorsed released from the Pledge as provided in blank Sections 4.1 and causing 4.2 hereof, respectively, are hereinafter referred to as "Pledged Debentures," "Pledged Treasury Consideration" or the Securities Intermediary "Pledged Treasury Securities," respectively. Subject to credit the Collateral Account with such Securities Pledge and sending the Collateral Agent a confirmation provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 AccountCollateral. 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities Debentures or any other Securities securities held in physical form in its name. . (d) Except as may be required in order to release Capital Securities Debentures or Treasury Consideration, as applicable, in connection with a Holder's election to convert its investment from an Income PRIDES a Normal Unit to a Growth PRIDESStripped Unit, or except as otherwise required to release Securities Debentures as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security Debenture prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities Debentures evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities Debentures remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure inability 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- in-fact, and the Purchase Contract Agent, as nominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in (i) all of the right, title and interest of the Purchase Contract Agent and such Holders (ai) in the Capital Securities and Treasury Securities Senior Notes constituting a part of the Securities and Corporate Units, any Treasury Securities delivered in exchange for any Capital SecuritiesSenior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) and any Capital 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 Article 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; (bii) in payments made by Holders pursuant to Section 4.4; (ciii) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (eiv) 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 6, or otherwise, and (fv) all Proceeds of the foregoing foregoing, including without limitation all Proceeds received under Section 4.6 (all of the foregoing, collectively, the "Collateral"). Prior to or concur rently 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 Capital 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 Capital Securities Senior Notes shall be Transferred by physically delivering such Securities Senior Notes to the Securities Intermediary endorsed 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 Securities and sending Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Agent a confirmation of the deposit of such SecuritiesAccount. In the event a Holder of Income PRIDES Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Capital Securities Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate stated liquidation principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Capital SecuritiesSenior 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 transferredTransferred, 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 Capital Securities Senior Notes (or or, if applicable, the Debentures that are delivered pursuant to Section 6.2 hereofApplicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures Senior Notes that are delivered pursuant to Section 6.2 hereofhereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Section Article 4 hereof, are hereinafter referred to as "Pledged Capital SecuritiesSenior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities Senior Notes or any other Securities securities held in physical form in its name. Except as may be required in order to release Capital Securities Senior Notes in connection with a Tax Event Redemption or with a Holder's election to convert its investment from an Income PRIDES a Corporate Unit to a Growth PRIDESTreasury Unit, or except as otherwise required to release Securities Senior Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security 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 Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Capital 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 fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.

The Pledge. The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in- 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 (a) in the Capital Trust Preferred Securities and Treasury Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Capital Trust Preferred Securities, and any Capital Trust Preferred Securities delivered in exchange for any Treasury Securities, in accordance with Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such 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 any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (f) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concur rently 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 Capital Trust Preferred 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 Capital Trust Preferred Securities shall be Transferred by physically delivering such Securities to the Securities Intermediary endorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities or any other Securities held in physical form in its name. Except as may be required in order to release Capital Securities in connection with a Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or except as otherwise required to release Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.

The Pledge. The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in- 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 the Purchase Contract Agent and such Holders (a) in the Capital Securities and Treasury Securities Senior Notes constituting a part of the Securities and any Treasury Securities delivered in exchange for any Capital SecuritiesSenior Notes (or, if applicable the Applicable Ownership Interest in the Treasury Portfolio), and any Capital 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 4.2 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such 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 any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of occuoccurrencea Successful Initial Remarketing or a Tax Event Redemption as provided in Section 6.2 [Article VI] or otherwise; and (fe) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concur rently 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 Capital Securities Senior 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 Capital Securities Senior Notes shall be Transferred by physically delivering such Securities to the Securities Intermediary endorsed 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 Securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company to the Purchase Contract Agent of Capital Securities Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate stated liquidation principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Capital Securitiesthe Senior Notes, or with with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio 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 a Holder of Growth PRIDES so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interestof the Treasury Portfolio to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company to the Purchase Contract Agent of 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. Such 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. 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) Senior Notes or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) Senior Notes or Treasury Securities released from the Pledge as provided in Section 4 Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Capital SecuritiesSenior Notes" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities Senior Notes or any other Securities held in physical form in its name. Except as may be required in order to release Capital Securities Senior Notes in connection with a Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or except as otherwise required to release Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security Senior Note prior to the termination of this AgreementAgreement [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 Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities Senior Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.

The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in- 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 the Purchase Contract Agent and such Holders in: (ai) in (A) the Capital Securities and Notes, Treasury Consideration or Treasury Securities constituting a part of the Securities and Units, (B) any Treasury Securities delivered in exchange for any Capital SecuritiesNotes or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Capital Securities Notes or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ; (bii) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (fiii) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). . (b) Prior to or concur rently concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Capital Securities Notes comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Capital . (c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration and Treasury Securities shall be Transferred by physically delivering such Securities subject to the Pledge, excluding any Notes, Treasury Consideration or Treasury Securities Intermediary endorsed released from the Pledge as provided in blank Sections 4.1 and causing 4.2 hereof, respectively, are hereinafter referred to as "Pledged Notes," "Pledged Treasury Consideration" and "Pledged Treasury Securities," respectively. Subject to the Securities Intermediary Pledge and the provisions of Section 2.2 hereof, the Holders from time to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation time shall have fill beneficial ownership of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 AccountCollateral. 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities Notes or any other Securities securities held in physical form in its name. . (d) Except as may be required in order to release Capital Securities Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder's election to convert its investment from an Income PRIDES a Normal Unit to a Growth PRIDESStripped Unit, or except as otherwise required to release Securities Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security Notes, Treasury Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities Notes evidenced thereby from the Pledge, the Securities Intermediary Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary Collateral Agent shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure its inability to obtain possession of any such replacement certificate as required hereby.

The Pledge. The Holders from time 2.1 In order to time acting through secure the Purchase Contract Agentfull and punctual payment, as their attorney-in- fact, hereby pledge performance and grant to the Collateral Agent, for the benefit discharge 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 rightEuropean Obligations, title the Pledgor hereby grants a pledge over and interest of such Holders pledges the financial instruments account (acompte d’instruments financiers) opened and maintained by the Company in its books in the Capital Securities and Treasury Securities constituting a part name of the Securities and any Treasury Securities delivered Pledgor (the “Pledged Account” or the “Collateral”), in exchange for any Capital Securities, and any Capital Securities delivered in exchange for any Treasury Securities, favour of the European Collateral Agent (the “Pledge”) in accordance with Section article L.431-4 hereof, in each case that have been Transferred to or received of the French Financial and Monetary Code (Code monétaire et financier) (the “Code”). 2.2 The Pledged Account shall be credited with 3,335,828 shares of a face value of EUR 15,24 held by the Collateral Agent Pledgor in the Company representing 99,99% of the issued capital of the Company (the “Shares”) and not released with any Pledgor’s rights, title, benefit and interest in all securities derived from the Shares or created in substitution of the Shares or any additional securities received in respect of the Shares by the Collateral Agent to such Holders way of, without limitation, share exchange, regrouping, division, free issue, subscription by way of cash or otherwise, or by any other means, and, except as provided below and under the provisions Clause 6.1 of this Agreement; , with any dividends or proceeds derived therefrom (b) in payments made by Holders pursuant the “Additional Assets”, and the Shares and the Additional Assets shall be collectively referred to Section 4.4; (c) in as the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in any Debentures delivered to “Financial Instruments”). Such Additional Assets shall automatically be included within the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation scope of the Trust Pledge. However, as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (f) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concur rently with the execution and delivery under Clause 6.1 of this Agreement, the Purchase Contract AgentPledged Account shall not include the cash dividends, on behalf of the initial Holders of the Securities, shall cause the Capital Securities comprising a part of the Income PRIDES, interest and the Treasury Securities comprising a part of the Growth PRIDES, to be Transferred other monetary rights (fruits et produits en toute monnaie) attached to the Collateral Agent for Shares (the benefit of “Cash Proceeds”). 2.3 Should the Company. Such Capital Securities shall Pledgor acquire new shares or be Transferred by physically delivering such Securities to the Securities Intermediary endorsed attributed new financial instruments in blank and causing the Securities Intermediary to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company not included in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities the Pledgor shall promptly (or i) cause the Debentures that are delivered pursuant Company to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. Subject credit them to the Pledge Pledged Account and procure that a record be made on the provisions register of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf share transfers (registre des mouvements de titres) of the Company, and (ii) execute and deliver to the Securities Intermediary European Collateral Agent a “statement of pledge over a financial instruments account” (déclaration de constitution de ▇▇▇▇), and procure that the Company delivers to the European Collateral Agent a “certificate of pledge” (attestation de constitution de ▇▇▇▇) relating to these shares or financial instruments. 2.4 The European Collateral Agent shall have take all steps, at the right request of the Pledgor, to reregister partially release the Capital Securities Pledge to ensure that directors of the Company own or any other Securities held are lent a number of shares in physical form in its namethe Company necessary to comply with applicable laws. Except as A partial release of the Pledge may be required in order to release Capital Securities in connection with a Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or except as otherwise required to release Securities as specified herein, neither requested by the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security prior Pledgor only to the termination extent (and over a number of this Agreement. If it becomes shares in the Company) necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required herebyunder applicable laws.

The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in- 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 the Purchase Contract Agent and such Holders in: (ai) in (A) the Capital Securities and Notes, Treasury Consideration or Treasury Securities constituting a part of the Securities and Units, (B) any Treasury Securities delivered in exchange for any Capital SecuritiesNotes or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Capital Securities Notes or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ; (bii) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (fiii) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). . (b) Prior to or concur rently concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Capital Securities Notes comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Capital . (c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration and Treasury Securities shall be Transferred by physically delivering such Securities subject to the Pledge, excluding any Notes, Treasury Consideration or Treasury Securities Intermediary endorsed released from the Pledge as provided in blank Sections 4.1 and causing 4.2 hereof, respectively, are hereinafter referred to as "Pledged Notes," "Pledged Treasury Consideration" and "Pledged Treasury Securities," respectively. Subject to the Securities Intermediary Pledge and the provisions of Section 2.2 hereof, the Holders from time to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation time shall have full beneficial ownership of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 AccountCollateral. 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities Notes or any other Securities securities held in physical form in its name. . (d) Except as may be required in order to release Capital Securities Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder's election to convert its investment from an Income PRIDES a Normal Unit to a Growth PRIDESStripped Unit, or except as otherwise required to release Securities Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security Notes, Treasury Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities Notes evidenced thereby from the Pledge, the Securities Intermediary Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary Collateral Agent shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure its inability 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- 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 the Purchase Contract Agent and such Holders (a) in the Capital Securities and Treasury Securities Senior Notes constituting a part of the Securities and any Treasury Securities delivered in exchange for any Capital SecuritiesSenior Notes (or, if applicable, the Portfolio Interests) in accordance with Section 4.1 hereof, and any Capital Securities Senior Notes (or, if applicable any Portfolio Interests) delivered in exchange for any Treasury Securities, in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such 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 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 Portfolio Interests and 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 (fe) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concur rently 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 Capital Securities Senior 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 Capital Securities Without limiting and in furtherance of the foregoing, on such date, the Purchase Contract Agent on behalf of the Holders, and as their attorney-in-fact, shall Transfer the Senior Global Note (as defined in the Indenture) indorsed in blank or together with such powers indorsed in blank as the Collateral Agent or the Company may request to the Collateral Agent, which Transfer shall constitute delivery (as defined in Section 8-301 of the Code) of the Senior Notes. On any date on which the Senior Global Note (or any other security certificate (as defined in Section 8-102(a)(16) of the Code) evidencing all or a portion or the Pledged Senior Notes) shall be Transferred to a clearing corporation (as defined in Section 8-102(a)(5) of the Code) (as contemplated in Section 2.3 of the First Supplemental Indenture) the Purchase Contract Agent on behalf of the Holders, and as their attorney-in-fact, shall Transfer the Senior Notes, or cause the Senior Notes to be Transferred, to the Collateral Account maintained by physically delivering such Securities to the Collateral Agent at the Securities Intermediary endorsed in blank and causing the Securities Intermediary by book-entry transfer to credit the Collateral Account in accordance with such Securities applicable law including, without limitation, the TRADES Regulations. If, at any time, the Global Senior Note (as defined in the Indenture) shall be exchanged for Senior Notes in definitive registered form pursuant to Section 2.3 of the First Supplemental Indenture (or otherwise pursuant to the Indenture) evidenced by one or more securities certificates (as defined in Section 8-102(a)(16) of the Code), the Purchase Contract Agent, on behalf of the Holders, and sending as their attorney-in-fact, shall forthwith Transfer to the Collateral Agent a confirmation of such security certificates evidencing the deposit of Senior Notes, indorsed in blank or together with such Securitiespowers indorsed in blank as the Collateral Agent or the Company may request. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company to the Purchase Contract Agent of Capital Securities Senior Notes or the appropriate Applicable Ownership Interest of the Treasury PortfolioPortfolio Interests, as the case may be, with an aggregate stated liquidation amount a Stated Amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Capital Securitiesthe Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) the case of the definition of such term) of the Treasury Portfolio Interests, equal to the aggregate principal amount of the Treasury Securities so transferred, in . In the event that a Tax Event Redemption has occurredHolder of Growth PRIDES so elects, such Holder may Transfer Senior Notes 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 to the Purchase Contract Agent of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or such Portfolio Interests, so transferred to the 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 Capital Securities (or Senior Notes, the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities and the Portfolio Interests subject to the Pledge, excluding any Capital Securities (or the Debentures Senior Notes that are delivered pursuant to Section 6.2 6.4 hereof) or , Treasury Securities or Portfolio Interests released from the Pledge as provided in Section 4 Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as the "Pledged Capital SecuritiesSenior Notes," or the "Pledged Treasury Securities" and the "Pledged Portfolio Interests," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities Senior Notes or any other Securities held in physical form in its name. Except as may be required in order to release Capital Securities Senior Notes in connection with a Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or except as otherwise required to release Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any security certificate evidencing a Capital Security Senior Note prior to the termination of this AgreementAgreement 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 Securities Intermediary to relinquish physical possession of a security certificate in order to release a portion of the Capital Securities Pledged Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement security certificate evidencing any Capital Securities Senior Notes remaining subject to the Pledge hereunder registered to it or endorsed indorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.

The Pledge. The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in- 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 the Purchase Contract Agent and such Holders (a) in (i) the Capital Securities Securities, Treasury Consideration and Treasury Securities constituting a part of the Securities and Securities, (ii) any Treasury Securities delivered in exchange for any Capital SecuritiesSecurities or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (iii) any Capital Securities or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such 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 security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; (dc) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (fd) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concur rently 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 Capital Securities comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Capital Securities shall be Transferred by physically delivering such Securities securities to the Securities Intermediary endorsed indorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such Securities securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 Holdersecurities. Treasury Securities and the Treasury PortfolioConsideration, 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities or any other Securities held in physical form in its name. Except as may be required in order to release Capital Securities in connection with a Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or except as otherwise required to release Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.as

The Pledge. The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in- in-fact, hereby pledge and grant to the Collateral Agent, 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 ContractsContracts comprising a portion of such Securities, a security interest in (i) all of the right, title and interest of such Holders (a) in the Capital Securities and Treasury Securities Notes constituting a part of the Securities and any Treasury Securities delivered in exchange for any Capital such Securities, and any Capital 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 any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (f) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concur rently Concurrently with the execution and delivery of this Agreementthe Securities, the initial Holders and the Purchase Contract Agent, on behalf of the initial Holders of the Securities, Agent shall (i) cause the Capital Securities comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Notes to be Transferred transferred to the Collateral Agent for the benefit of the Company. Such Capital Securities shall be Transferred by physically delivering such Securities Federal Reserve Bank-Wire to the Securities Intermediary endorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such Securities and sending account of the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to and (ii) the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital Securities or the appropriate Applicable Ownership Interest of shall credit 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 Capital 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 Notes to the Collateral Account. For purposes of perfecting the Pledge under applicable law, including, ; in each case pursuant to the extent applicable, the TRADES Applicable Treasury Regulations or and to the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, to the Collateral Agent shall be the agent of the Company as provided hereinextent such laws are applicable. The pledge provided in this Section 2.1 2 is herein referred to as the "Pledge" and the Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities Notes subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities Notes released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities,Notes." respectively. Subject to the Pledge Pledge, and to the provisions of Section 2.2 hereofArticle 4 of the Purchase Contract Agreement, the Holders from time to time of the Securities shall have full beneficial ownership of the CollateralTreasury Notes constituting a part of such Securities. Whenever directed Notwithstanding any other provision of this Agreement, The First National Bank of Chicago as depositary bank hereby agrees that (a) it will comply with "entitlement orders" (within the meaning of Section 8-102(a)(8) of the 1994 version of the Official Text of the UCC relating to the Collateral Account issued by the Collateral Agent acting on behalf of without further consent by the Company, the Securities Intermediary shall have the right to reregister the Capital Securities Purchase Contract Agent or any other Securities held in physical form in its name. Except as Holder and (b) it hereby waives any right of set-off or recoupment that it may be required in order have with respect to release Capital Securities in connection with a Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or except as otherwise required to release Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession Account. The First National Bank of any certificate evidencing a Capital Security prior to Chicago hereby represents that it has not entered into, and hereby agrees that until the termination of this Agreement. If the Purchase Contract Agreement it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities evidenced thereby from the Pledgewill not enter into, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities remaining subject agreement with any other person relating to the Pledge hereunder registered Collateral Account pursuant to which it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure has agreed to obtain possession of any comply with entitlement orders made by such replacement certificate as required herebyperson.

The Pledge. The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in- 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 the Purchase Contract Agent and such Holders (a) in (i) the Capital Securities Securities, Treasury Consideration and Treasury Securities constituting a part of the Securities and Securities, (ii) any Treasury Securities delivered in exchange for any Capital SecuritiesSecurities or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (iii) any Capital Securities or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such 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 security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; (dc) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (fd) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concur rently 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 Capital Securities or Treasury Consideration, as applicable, comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Capital Securities shall be Transferred by physically delivering such Securities securities to the Securities Intermediary endorsed indorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such Securities securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 Holdersecurities. Treasury Securities and the Treasury PortfolioConsideration, 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities or any other Securities held in physical form in its name. Except as may be required in order to release Capital Securities in connection with a Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or except as otherwise required to release Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.on

The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in- 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 the Purchase Contract Agent and such Holders in: (ai) in (A) the Capital Securities and Notes, Treasury Consideration or Treasury Securities constituting a part of the Securities and Units, (B) any Treasury Securities delivered in exchange for any Capital SecuritiesNotes or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Capital Securities Notes or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ; (bii) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; ; (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (fiii) all Proceeds of the foregoing; and (iv) all powers and rights now owned or hereafter acquired under or with respect to any of the foregoing (all of the foregoing, collectively, the "“Collateral"”). . (b) Prior to or concur rently concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Capital Securities Notes comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Capital . (c) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration and Treasury Securities shall be Transferred by physically delivering such Securities subject to the Pledge, excluding any Notes, Treasury Consideration or Treasury Securities Intermediary endorsed released from the Pledge as provided in blank Sections 4.1 and causing 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration” and “Pledged Treasury Securities,” respectively. Subject to the Securities Intermediary Pledge and the provisions of Section 2.2 hereof, the Holders from time to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation time shall have full beneficial ownership of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 AccountCollateral. 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities Notes or any other Securities securities held in physical form in its name. . (d) Except as may be required in order to release Capital Securities Notes or Treasury Consideration, as applicable, in connection with a Special Event Redemption or with a Holder's ’s election to convert its investment from an Income PRIDES a Normal Unit to a Growth PRIDESStripped Unit, or except as otherwise required to release Securities Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security Notes, Treasury Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure its inability to obtain possession of any such replacement certificate as required hereby.

The Pledge. (a) The Holders from time to time Holders, acting through the Purchase Contract Agent, SQUARZ Agent as their attorney-in- in-fact, and the SQUARZ Agent as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, and upon each Collateral Substitution pledge and grant to the Collateral Agent, in each case for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase ContractsSQUARZ Agreement, including but not limited to the obligation of such Holders to make Underlying Warrant Installment Payments as set forth therein when and as the same are due, a security interest in (i) all of the right, title and interest of such Holders (aexcept as limited by Section 6.1(b) in hereof) in: (A) the Capital Securities Notes, (B) the Initial Pledged Treasuries, and Treasury Securities (C) any Substitute Pledged Treasuries from time to time constituting a part of the Securities and any Treasury Securities delivered in exchange for any Capital Securities, and any Capital Securities delivered in exchange for any Treasury Securities, in accordance with Section 4 hereofa Stripped SQUARZ, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ; (bii) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account Accounts and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (fiii) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior Subject to or concur rently with the execution Pledge and delivery the provisions of this AgreementSection 2.2 hereof, the Purchase Contract Agent, on behalf Holders shall have full beneficial ownership of the initial Holders of the Securities, shall cause the Capital 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 Capital Securities shall be Transferred by physically delivering such Securities to the Securities Intermediary endorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 AccountCollateral. 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 Agent, the Custodial Agent, and the Securities Intermediary, as applicable, 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 Capital Securities . (or the Debentures that are delivered pursuant to Section 6.2 hereofb) or Treasury Securities subject to the Pledge, excluding any Capital Securities Except (or the Debentures that are delivered pursuant to Section 6.2 hereofi) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities or any other Securities held in physical form in its name. Except as may be required in order to release Capital Securities Pledged Notes or Substitute Pledged Treasuries, as applicable, in connection with a Holder's election to (A) convert its investment from an Income PRIDES a SQUARZ to a Growth PRIDESStripped SQUARZ or (B) reconvert a Stripped SQUARZ to a SQUARZ, or except (ii) as otherwise required to release Securities Pledged Notes as specified herein, neither none of the Collateral Agent, the Custodial Agent nor or the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security Note or Transfer any interest in a Global Note prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate Note or to Transfer any interest in a Global Note in order to release a portion of the Capital Securities Pledged Notes evidenced thereby from the Pledge, the Securities Intermediary Collateral Agent, the Company or the SQUARZ Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities remaining subject Pledged Notes registered to the Pledge hereunder registered to it Securities Intermediary or endorsed in blank within fifteen days of the date it the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such 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- in-fact, and the Purchase Contract Agent, as nominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in (i) all of the right, title and interest of the Purchase Contract Agent and such Holders (ai) in the Capital Securities and Treasury Securities Notes constituting a part of the Securities and any Treasury Securities delivered in exchange for any Capital SecuritiesNotes (or, and if applicable, the Applicable Ownership Interest in the Treasury Portfolio), any Capital 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; (bii) in payments made by Holders pursuant to Section 4.4; (ciii) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (eiv) 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 Subsequent Remarketing or a Tax Event Redemption as provided in Section 6.2 Article VI, or otherwise, and (fv) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concur rently 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 Capital Securities all 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 Capital Securities Notes shall be Transferred by physically delivering such Securities Notes to the Securities Intermediary endorsed 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 Securities Notes such that security entitlements with respect to such Notes are created in and sending credited to the Collateral Agent a confirmation of the deposit of such SecuritiesAccount. In the event a Holder of Income PRIDES Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Capital Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate stated liquidation principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Capital SecuritiesNotes, or with an appropriate Applicable Ownership Interest (as specified in clause (Ai) 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 Subsequent 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 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 (i) 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) Notes or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures Notes that are delivered pursuant to Section 6.2 hereof) hereof or Treasury Securities released from the Pledge as provided in Section 4 Article IV hereof, are hereinafter referred to as "Pledged Capital SecuritiesNotes" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities Notes or any other Securities securities held in physical form in its name. Except as may be required in order to release Capital Securities Notes in connection with a Holder's election to convert its investment from an Income PRIDES a Corporate Unit to a Growth PRIDESTreasury Unit, or except as otherwise required to release Securities Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security Note prior to the termination of this Agreement, except Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities 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 fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such 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- in-fact, and the Purchase Contract Agent, hereby pledge and grant to the Collateral Agent, for the benefit of the CompanyCompany to secure the prompt and complete payment and performance when due (whether at stated settlement, early settlement, by acceleration or otherwise) of the obligations of the Holders under the Purchase Contracts, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a continuing first priority security interest in (i) all and lien upon and right of the set off against such Holder's right, title and interest of such Holders in: (ai) (A) the Notes, any Applicable Ownership Interest in the Capital Securities Treasury Portfolio and Treasury Securities constituting a part of the Securities and Units, (B) any Treasury Securities delivered in exchange for any Capital SecuritiesNotes or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, and (C) any Capital Securities Notes or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case case, that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ; (bii) in payments made by Holders pursuant to Section 4.4; 4.4 hereof; (ciii) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements security entitlements related thereto; and (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (fiv) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). . (b) Prior to or concur rently concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Capital Securities Notes comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Capital Securities The Collateral Agent shall be Transferred by physically delivering such Securities have all of the rights, remedies and recourses with respect to the Securities Intermediary endorsed Collateral afforded a secured party by the Code, in blank addition to, and causing not in limitation of, the Securities Intermediary to credit the Collateral Account with such Securities other rights, remedies and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities recourses afforded to the Collateral Agent for by this Agreement. (c) Subsequent to the benefit date of initial issuance of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital Securities or the appropriate Applicable Ownership Interest of the Treasury PortfolioUnits, 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 Capital 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 shall file or cause to be filed a financing statement prepared by the Company in the State of such HolderNew York, Office of the Secretary of State and any other jurisdictions which the Company deems necessary. Treasury Securities and the Treasury PortfolioThe Purchase Contract Agent, as applicableattorney-in-fact for the Holders as debtors, shall be Transferred to sign a financing statement describing 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. Collateral. (d) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Capital Securities Notes (or the Debentures Notes that are delivered pursuant to Section 6.2 hereof) ), any Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities subject to the Pledge, excluding any Capital Securities (Notes, any Applicable Ownership Interest in the Treasury Portfolio or the Debentures that are delivered pursuant to Section 6.2 hereof) or any Treasury Securities released from the Pledge as provided in Section 4 Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Capital SecuritiesNotes," "Pledged Applicable Ownership Interest in the Treasury Portfolio" or the "Pledged Treasury Securities," respectively. 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. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister re-register in its name the Capital Securities Notes or any other Securities securities held in physical form in its name. form. (e) Except as may be required in order to release Capital Securities Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, as applicable, in connection with a Tax Event Redemption or with a Holder's election to convert its investment from an Income PRIDES a Normal Unit to a Growth PRIDESStripped Unit, or except as otherwise required to release Securities Pledged Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security Note prior to the termination of this Agreement, provided, however, that if the Notes are issued in whole or in part in the form of global Notes, such Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities Pledged Notes evidenced thereby from the Pledge, the Securities Intermediary Company or the Purchase Contract Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities Notes remaining subject to the Pledge hereunder registered to it the Securities Intermediary or endorsed in blank (or accompanied by a bond power endorsed in blank) within fifteen calendar days of the date it the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby. (f) Notwithstanding anything contained herein to the contrary, for avoidance of doubt, the Cash payments at the rate of 6.25% per year of the Principal Amount of the Notes that are a part of Normal Units to Holders of Normal Units shall not be subject to the Pledge and therefore are not part of the Collateral.

The Pledge. (a) The Holders from time to time acting through the Forward Purchase Contract Agent, as their attorney-in- 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 of their respective obligations under the related Forward Purchase Contracts, a security interest in (i) -4- all of the right, title and interest of the Forward Purchase Contract Agent and such Holders in: (ai) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Capital Securities and Treasury Securities Portfolio constituting a part of the Securities and DECS, (B) any Treasury Securities delivered in exchange for any Capital SecuritiesNotes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, and (C) any Capital Securities Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ; (bii) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (fiii) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). . (b) Prior to or concur rently concurrently with the execution and delivery of this Agreement, the Forward Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesDECS, shall cause the Capital 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 Capital Securities shall be Transferred by physically delivering such Securities . (c) The pledge provided in this Section 2.1 is herein referred to as the Securities Intermediary endorsed in blank "Pledge" and causing the Securities Intermediary Notes (or the Notes that are delivered pursuant to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so electsSection 4.2 hereof), such Holder may Transfer Treasury Consideration, 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 Capital Securities or the appropriate Applicable Ownership Interest of in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are herein referred to as "Pledged Notes," "Pledged Treasury Consideration," "Pledged Treasury Securities" or "Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, with an aggregate stated liquidation amount equal ," respectively. Subject to the aggregate principal amount Pledge and Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Treasury Securities so Transferred, in the case of Capital 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 AccountCollateral. 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister in its name the Capital Securities Notes or any other Securities securities held in physical form in its name. form. (d) Except as may be required in order to release Capital Securities Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder's election to convert its investment from an Income PRIDES Upper DECS to a Growth PRIDESStripped DECS, or except as otherwise required to release Securities Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security Note prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities Notes evidenced thereby from the Pledge, the Securities Intermediary Company or the Forward Purchase Contract Agent shall use its commercially reasonable best efforts to arrange for the Securities Intermediary to obtain physical possession of a replacement certificate evidencing any Capital Securities Notes remaining subject to the Pledge hereunder registered to it the Securities Intermediary or endorsed in blank within fifteen days of the date it the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.

The Pledge. The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in- 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 the Purchase Contract Agent and such Holders (a) in (i) the Capital Securities Securities, Treasury Consideration and Treasury Securities constituting a part of the Securities and Securities, (ii) any Treasury Securities delivered in exchange for any Capital SecuritiesSecurities or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (iii) any Capital Securities or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such 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 security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; (dc) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (fd) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concur rently 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 Capital Securities comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Capital Securities shall be Transferred by physically delivering such Securities securities to the Securities Intermediary endorsed indorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such Securities securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 Holdersecurities. Treasury Securities and the Treasury PortfolioConsideration, 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities or any other Securities held in physical form in its name. Except as may be required in order to release Capital Securities in connection with a Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or except as otherwise required to release Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.to

The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in- fact, in-fact hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the payment and performance when due by such Holders of their respective obligations to the Company under the related Purchase Contracts, a security interest in (i) in, and right of set-off against, all of the right, title and interest of the Purchase Contract Agent and such Holders in: (ai) the Notes constituting a part of the Units that have not been released by the Collateral Agent, other than a release to the Remarketing Agent in connection with a remarketing under Section 4.5 hereof, to such Holders under the Capital Securities and provisions of this Agreeement; (A) the Treasury Consideration or Treasury Securities constituting a part of the Securities and Units, (B) any Treasury Securities delivered in exchange for any Capital SecuritiesNotes or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Capital Securities Notes or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent, other than a release to the Remarketing Agent in connection with a remarketing under Section 4.5 hereof, to such Holders under the provisions of this Agreement; ; (biii) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; ; (div) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Special Event Redemption as provided in Section 6.2 and Redemption, the Treasury Portfolio Transferred to the Collateral Account; (fv) all Proceeds of the foregoing; and (vi) all powers and rights now owned or hereafter acquired under or with respect to any of the foregoing (all of the foregoing, collectively, the "CollateralCOLLATERAL"). . (b) Prior to or concur rently concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Capital Securities Notes comprising a part of the Income PRIDESNormal Units, and which will be subject to the Treasury Securities comprising a part of the Growth PRIDESPledge set forth in this Section 2.1, to be Transferred to the Collateral Agent for the benefit of the Company. Such Capital . (c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration and Treasury Securities shall be Transferred by physically delivering such Securities subject to the Pledge, excluding any Notes, Treasury Consideration or Treasury Securities Intermediary endorsed released from the Pledge as provided in blank Sections 4.1, 4.2 and causing 4.3 hereof, respectively, are hereinafter referred to as "Pledged Notes," "Pledged Treasury Consideration" and "Pledged Treasury Securities," respectively. Subject to the Securities Intermediary Pledge and the provisions of Section 2.2 hereof, the Holders from time to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation time shall have full beneficial ownership of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 AccountCollateral. 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister in its name the Capital Securities Notes or any other Securities securities held in physical form in its name. form. (d) Except as may be required in order to release Capital Notes or Treasury Consideration, as applicable, in connection with a Special Event Redemption or with a Holder's election to convert its investment from a Normal Unit to a Stripped Unit, or except as may be required in order to release Treasury Securities in connection with a Holder's election to convert its investment from an Income PRIDES a Stripped Unit to a Growth PRIDESNormal Unit, or except as otherwise required to release Notes, Treasury Consideration or Treasury Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary Agent, shall not relinquish physical possession of any certificate evidencing a Capital Security Notes, Treasury Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Capital Securities Notes evidenced thereby from the Pledge, the Securities Intermediary Company shall use its commercially reasonable best efforts to arrange for the Securities Intermediary to obtain physical possession of a replacement certificate evidencing any Capital Securities Notes remaining subject to the Pledge hereunder registered to it the Securities Intermediary or endorsed in blank (or accompanied by a bond power endorsed in blank) within fifteen calendar days of the date it the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure its inability to obtain possession of any such replacement certificate as required hereby. (e) Notwithstanding anything contained herein to the contrary, for avoidance of doubt, (i) the cash payments at the rate of 2.53% per year of the Stated Amount of the Notes and (ii) after a Special Event Redemption, the quarterly payments with respect to the Treasury Consideration (as specified in clause (B) of the definition of Treasury Consideration) that are a part of the Normal Units to Holders of Normal Units shall not be subject to the Pledge and therefore are not part of the Collateral.

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- in-fact, and the Purchase Contract Agent, as nominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in (i) all of the right, title and interest of the Purchase Contract Agent and such Holders (ai) in the Capital Securities and Treasury Securities Notes constituting a part of the Securities and any Treasury Securities delivered in exchange for any Capital SecuritiesNotes, and any Capital Securities Notes 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; (bii) in payments made by Holders pursuant to Section 4.44.04; (ciii) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (eiv) 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 (fv) all Proceeds of the foregoing (all of the foregoing, collectively, the "CollateralCOLLATERAL"). Prior to or concur rently 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 Capital Securities 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 Capital Securities Notes shall be Transferred by physically delivering such Securities Notes to the Securities Intermediary endorsed 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 Securities and sending Notes such that security entitlements with respect to such Notes are credited to the Collateral Agent a confirmation of the deposit of such SecuritiesAccount. In the event a Holder of Income PRIDES Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.01 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Capital Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Notes with an aggregate stated liquidation principal amount equal to the aggregate principal amount of the Treasury Securities so TransferredTransferred to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Notes to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the case release by the Collateral Agent on behalf of Capital Securities, or the Company of Treasury Securities with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio aggregate principal amount at maturity equal to the aggregate principal amount of the Treasury Securities Notes so transferred, in the event that a Tax Event Redemption has occurred, transferred 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. . (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 2.01 is herein referred to as the "PledgePLEDGE" and the Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) Notes or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures Notes that are delivered pursuant to Section 6.2 hereof) 6.02 hereof or Treasury Securities released from the Pledge as provided in Section 4 Article IV hereof, are hereinafter referred to as "Pledged Capital SecuritiesPLEDGED NOTES" or the "Pledged Treasury SecuritiesPLEDGED TREASURY SECURITIES," respectively. Subject to the Pledge and the provisions of Section 2.2 2.02 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities Notes or any other Securities securities held in physical form in its name. Except as may be required in order to release Capital Securities Notes in connection with a Holder's election to convert its investment from an Income PRIDES a Corporate Unit to a Growth PRIDESTreasury Unit, or except as otherwise required to release Securities Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security Note prior to the termination of this Agreement, except Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities 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 fifteen 15 days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.

The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in- 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 the Purchase Contract Agent and such Holders in: (ai) in (A) the Capital Securities Debentures, Treasury Consideration and Treasury Securities constituting a part of the Securities and Units, (B) any Treasury Securities delivered in exchange for any Capital SecuritiesDebentures or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Capital Securities Debentures or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ; (bii) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (fiii) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). . (b) Prior to or concur rently concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Capital Securities Debentures comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Capital . (c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Debentures (or the Debentures that are delivered pursuant to Section 6.2 hereof), Treasury Consideration or Treasury Securities shall be Transferred by physically delivering such Securities subject to the Pledge, excluding any Debentures, Treasury Consideration or Treasury Securities Intermediary endorsed released from the Pledge as provided in blank Sections 4.1 and causing 4.2 hereof, respectively, are hereinafter referred to as "Pledged Debentures," "Pledged Treasury Consideration" or the Securities Intermediary "Pledged Treasury Securities," respectively. Subject to credit the Collateral Account with such Securities Pledge and sending the Collateral Agent a confirmation provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 AccountCollateral. 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities Debentures or any other Securities securities held in physical form in its name. . (d) Except as may be required in order to release Capital Securities Debentures or Treasury Consideration, as applicable, in connection with a Holder's election to convert its investment from an Income PRIDES a Normal Unit to a Growth PRIDESStripped Unit, or except as otherwise required to release Securities Debentures as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security Debenture prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities Debentures evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities Debentures remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such 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- in-fact, and the Purchase Contract Agent, as nominal owner of the Collateral, each hereby pledge pledges and grant grants to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due (whether at stated settlement date or earlier settlement date) by such Holders of their respective obligations under the related Purchase Contracts, a security interest in (i) and to, and a first lien upon, all of the right, title and interest of the Purchase Contract Agent and such Holders (a) in the Capital Securities and Treasury Securities Notes constituting a part of the Securities and Securities, any Treasury Securities delivered in exchange for any Capital SecuritiesNotes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio), and any Capital 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 4.44.4 hereof; (c) in the Collateral Account and all securities, financial assetsFinancial Assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES 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 (fe) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concur rently 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 Capital Securities 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 CompanyCompany as secured party. Such Capital Securities Notes shall be Transferred by physically delivering such Securities Notes to the Securities Intermediary endorsed indorsed in blank (or accompanied by a bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Securities and sending Notes such that the Notes or the Security Entitlements with respect to such Notes are credited to the Collateral Agent a confirmation of the deposit of such SecuritiesAccount. In the event a Holder of Income PRIDES Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Capital Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate stated liquidation principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Capital SecuritiesNotes, 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 transferredTransferred, in upon notice from the event Company to the Collateral Agent 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 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, 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 and grant of a security interest and first lien provided in this Section 2.1 is herein referred to as the "Pledge" and the Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) Notes or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures Notes that are delivered pursuant to Section 6.2 hereof) hereof or Treasury Securities released from the Pledge as provided in Section 4 Article IV hereof, are hereinafter herein referred to as "Pledged Capital SecuritiesNotes" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities Notes or any other Securities securities held in physical form in its name. Except as may be required in order to release Capital Securities Notes in connection with a Holder's election to convert its investment from an Income PRIDES Corporate Units to a Growth PRIDESTreasury Units, or except as otherwise required to release Securities Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security Note prior to the termination of this Agreement, except Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Capital Securities Notes evidenced thereby from the Pledge, the Securities Intermediary Collateral Agent shall use its best commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Capital 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 fifteen days of the date it relinquished possession. The Securities Intermediary Collateral Agent shall promptly notify the Company and of the Collateral Agent of the Securities IntermediaryAgent'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- 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 CompanyTECO, 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 the Purchase Contract Agent and such Holders (a) in (i) the Capital Securities Trust Preferred Securities, Treasury Consideration and Treasury Securities constituting a part of the Securities and Units, (ii) any Treasury Securities delivered in exchange for any Capital SecuritiesTrust Preferred Securities or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (iii) any Capital Trust Preferred Securities or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case case, that have been Transferred to or otherwise 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 security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; (dc) in any Debentures LLC Preferred Securities delivered to the Collateral Agent upon the occurrence of an Investment Company Event winding up, liquidation or a liquidation termination of the Trust as provided in Section 6.2; (ed) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by any Notes delivered to the Collateral Agent upon the occurrence of a Tax Event Redemption winding up, liquidation or termination of the Trust as provided in Section 6.2 6.2; and (fe) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concur rently concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Capital Trust Preferred Securities comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Normal Units to be Transferred to the Collateral Agent for the benefit of the CompanyTECO. Such Capital Trust Preferred Securities shall be Transferred by physically delivering the global certificate representing such Securities securities to the Securities Intermediary endorsed indorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such Securities securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 Holdersecurities. Treasury Securities and the Treasury PortfolioConsideration, 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 PortfolioConsideration, has been credited to the Collateral Account. For purposes of perfecting the Pledge 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 TECO as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Capital Trust Preferred Securities (or the Debentures any LLC Preferred Securities or any Notes that are delivered pursuant to Section 6.2 hereof) 6.2), Treasury Consideration or Treasury Securities subject to the Pledge, excluding any Capital Trust Preferred Securities (or any LLC Preferred Securities or the Debentures Notes that are delivered pursuant to Section 6.2 hereof) 6.2), Treasury Consideration or Treasury Securities released from the Pledge as provided in Section 4 hereofSections 4.1 and 4.2, respectively, are hereinafter referred to as "Pledged Capital Trust Preferred Securities," "Pledged Treasury Consideration" or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof2.2, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the CompanyTECO, the Securities Intermediary shall have the right to reregister the Capital Trust Preferred Securities or any other Securities securities held in physical form in its name. Except as may be required in order to release Capital Trust Preferred Securities or Treasury Consideration, as applicable, in connection with a Holder's election to convert its investment from an Income PRIDES a Normal Unit to a Growth PRIDESStripped Unit, or except as otherwise required to release Trust Preferred Securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Trust Preferred Security prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Trust Preferred Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Trust Preferred Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company TECO and the Collateral Agent of 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 acting through the Purchase Contract Agent, as their attorney-in- 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 the Purchase Contract Agent and such Holders in: (ai) in (A) the Capital Securities and Notes, Treasury Consideration or Treasury Securities constituting a part of the Securities and Units, (B) any Treasury Securities delivered in exchange for any Capital SecuritiesNotes or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Capital Securities Notes or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ; (bii) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (fiii) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). . (b) Prior to or concur rently concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Capital Securities Notes comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Capital . (c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration and Treasury Securities shall be Transferred by physically delivering such Securities subject to the Pledge, excluding any Notes, Treasury Consideration or Treasury Securities Intermediary endorsed released from the Pledge as provided in blank Sections 4.1 and causing 4.2 hereof, respectively, are hereinafter referred to as "Pledged Notes," "Pledged Treasury Consideration" and "Pledged Treasury Securities," respectively. Subject to the Securities Intermediary Pledge and the provisions of Section 2.2 hereof, the Holders from time to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation time shall have full beneficial ownership of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 AccountCollateral. 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities Notes or any other Securities securities held in physical form in its name. . (d) Except as may be required in order to release Capital Securities Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder's election to convert its investment from an Income PRIDES a Normal Unit to a Growth PRIDESStripped Unit, or except as otherwise required to release Securities Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security Notes, Treasury Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure inability to obtain possession of any such replacement certificate as required hereby.

The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in- 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 the Purchase Contract Agent and such Holders in: (ai) in (A) the Capital Securities and Notes, Treasury Consideration or Treasury Securities constituting a part of the Securities and Units, (B) any Treasury Securities delivered in exchange for any Capital SecuritiesNotes or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Capital Securities Notes or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ; (bii) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; ; (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (fiii) all Proceeds of the foregoing; and (iv) all powers and rights now owned or hereafter acquired under or with respect to any of the foregoing (all of the foregoing, collectively, the "Collateral"). . (b) Prior to or concur rently concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Capital Securities Notes comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Capital . (c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration and Treasury Securities shall be Transferred by physically delivering such Securities subject to the Pledge, excluding any Notes, Treasury Consideration or Treasury Securities Intermediary endorsed released from the Pledge as provided in blank Sections 4.1 and causing 4.2 hereof, respectively, are hereinafter referred to as "Pledged Notes," "Pledged Treasury Consideration" and "Pledged Treasury Securities," respectively. Subject to the Securities Intermediary Pledge and the provisions of Section 2.2 hereof, the Holders from time to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation time shall have full beneficial ownership of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 AccountCollateral. 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities Notes or any other Securities securities held in physical form in its name. . (d) Except as may be required in order to release Capital Securities Notes or Treasury Consideration, as applicable, in connection with a Special Event Redemption or with a Holder's election to convert its investment from an Income PRIDES a Normal Unit to a Growth PRIDESStripped Unit, or except as otherwise required to release Securities Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security Notes, Treasury Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities Notes evidenced thereby from the Pledge, the Securities Intermediary Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary Collateral Agent shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure its inability to obtain possession of any such replacement certificate as required hereby.

The Pledge. (a) The Holders from time to time acting through the Forward Purchase Contract Agent, as their attorney-in- 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 of their respective obligations under the related Forward Purchase Contracts, a security interest in (i) all of the right, title and interest of the Forward Purchase Contract Agent and such Holders in: (ai) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Capital Securities and Treasury Securities Portfolio constituting a part of the Securities and Equity Units or Stripped Units, (B) any Treasury Securities delivered in exchange for any Capital SecuritiesNotes in accordance with Section 4.1 hereof, and (C) any Capital Securities Notes delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ; (bii) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (fiii) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). . (b) Prior to or concur rently concurrently with the execution and delivery of this Agreement, the Forward Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesEquity Units, shall cause the Capital Securities Notes comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Equity Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Capital Securities shall be Transferred by physically delivering such Securities . (c) The pledge provided in this Section 2.1 is herein referred to as the Securities Intermediary endorsed in blank "Pledge" and causing the Securities Intermediary Notes (or the Notes that are delivered pursuant to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so electsSection 4.2 hereof), such Holder may Transfer Treasury Consideration, 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 Capital Securities or the appropriate Applicable Ownership Interest of in the Treasury Portfolio subject to the Pledge, excluding any Notes or Treasury Securities released from the Pledge as provided in Sections 4.1, 4.2 and 4.3 hereof, respectively, are herein referred to as "Pledged Notes," "Pledged Treasury Consideration," "Pledged Treasury Securities" or "Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, with an aggregate stated liquidation amount equal ," respectively. Subject to the aggregate principal amount Pledge and Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Treasury Securities so Transferred, in the case of Capital 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 AccountCollateral. 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister in its name the Capital Securities Notes or any other Securities securities held in physical form in its name. Except as may be required in order to release Capital Securities in connection with a Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or except as otherwise required to release Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required herebyform.

The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in- 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 the Purchase Contract Agent and such Holders in: (ai) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Capital Securities and Treasury Securities Portfolio constituting a part of the Securities and Units, (B) any Treasury Securities delivered in exchange for any Capital SecuritiesNotes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, and (C) any Capital Securities Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ; (bii) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (f) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concur rently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Capital 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 Capital Securities shall be Transferred by physically delivering such Securities to the Securities Intermediary endorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities or any other Securities held in physical form in its name. Except as may be required in order to release Capital Securities in connection with a Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or except as otherwise required to release Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.and

The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in- 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 the Purchase Contract Agent and such Holders in: (ai) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Capital Securities and Treasury Securities Portfolio constituting a part of the Securities and Units, (B) any Treasury Securities delivered in exchange for any Capital SecuritiesNotes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, and (C) any Capital Securities Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ; (bii) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and (d) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (fiii) all Proceeds of the foregoing (all of the foregoing, collectively, the "“Collateral"”). . (b) Prior to or concur rently concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Capital Securities Notes comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Capital Securities shall be Transferred by physically delivering such Securities . (c) The pledge provided in this Section 2.1 is herein referred to as the Securities Intermediary endorsed in blank “Pledge” and causing the Securities Intermediary Notes (including any Notes that are delivered pursuant to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so electsSection 6.2 hereof), such Holder may Transfer Treasury Consideration, 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 Capital Securities or the appropriate Applicable Ownership Interest of in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, with an aggregate stated liquidation amount equal ,” respectively. Subject to the aggregate principal amount Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Treasury Securities so Transferred, in the case of Capital 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 AccountCollateral. 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister re-register in its name the Capital Securities Notes or any other Securities securities held in physical form in its name. form. (d) Except as may be required in order to release Capital Securities Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder's ’s election to convert its investment from an Income PRIDES a Normal Unit to a Growth PRIDESStripped Unit, or except as otherwise required to release Securities Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's ’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- 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 the Purchase Contract Agent and such Holders (a) in (i) the Capital Securities Preferred Securities, Treasury Consideration and Treasury Securities constituting a part of the Securities and Units, (ii) any Treasury Securities delivered in exchange for any Capital SecuritiesPreferred Securities or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (iii) any Capital Preferred Securities or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such 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 security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; (dc) in any Senior 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; (ed) in the Treasury Portfolio Consideration purchased on behalf of the Holders of Income PRIDES Normal Units by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 6.2; and (fe) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concur rently concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Capital Preferred Securities comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Capital Preferred Securities shall be Transferred by physically delivering such Securities securities to the Securities Intermediary endorsed indorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such Securities securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 Holdersecurities. Treasury Securities and the Treasury PortfolioConsideration, 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, Consideration has been credited to the Collateral Account. For purposes of perfecting the Pledge 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 Capital Preferred Securities (or the Senior Debentures that are delivered pursuant to Section 6.2 hereof) ), Treasury Consideration or Treasury Securities subject to the Pledge, excluding any Capital Preferred Securities (or the Senior Debentures that are delivered pursuant to Section 6.2 hereof) ), Treasury Consideration or Treasury Securities released from the Pledge as provided in Section 4 Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Capital Preferred Securities," "Pledged Treasury Consideration" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Preferred Securities or any other Securities securities held in physical form in its name. Except as may be required in order to release Capital Preferred Securities (or if a Tax Event Redemption has occurred, the Treasury Consideration) or Treasury Securities, as applicable, in connection with a Holder's election to convert its investment from an Income PRIDES a Normal Unit to a Growth PRIDESStripped Unit, or except as otherwise required to release Preferred Securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Preferred Security (or if a Tax Event Redemption has occurred, the Treasury Consideration) or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Preferred Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Preferred Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.

The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in- 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 the Purchase Contract Agent and such Holders in: (ai) in (A) the Capital Securities Debentures, Treasury Consideration and Treasury Securities Securities, as the case may be, constituting a part of the Securities and Units, (B) any Treasury Securities delivered in exchange for any Capital SecuritiesDebentures or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Capital Securities Debentures or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Section 4 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ; (bii) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; ; (diii) 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 Redemption Treasury Portfolio purchased on behalf of the Holders of Income PRIDES Normal Units by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and 6.3; and (fiv) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). . (b) Prior to or concur rently concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Capital Securities Debentures comprising a part of the Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Capital . (c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Debentures (or the Debentures that are delivered pursuant to Section 6.2 hereof), Treasury Consideration or Treasury Securities shall be Transferred by physically delivering such Securities subject to the Pledge, excluding any Debentures, Treasury Consideration or Treasury Securities Intermediary endorsed released from the Pledge as provided in blank Sections 4.1, 4.2 and causing 6.3 hereof are hereinafter referred to as "Pledged Debentures," "Pledged Treasury Consideration" or the Securities Intermediary "Pledged Treasury Securities," respectively. Subject to credit the Collateral Account with such Securities Pledge and sending the Collateral Agent a confirmation provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 AccountCollateral. 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 Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. 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. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Capital Securities Debentures or any other Securities securities held in physical form in its name. Except as may be required in order to release Capital Securities in connection with a Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or except as otherwise required to release Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.

The Pledge. The Holders from time to time of the Units acting through the Purchase Contract Unit Agent, as their attorney-in- in-fact, hereby pledge to the Collateral Agent (for the benefit of the Company and the Call Option Holder as their interests may appear), and grant to the Collateral Agent, for the benefit of the CompanyCompany and the Call Option Holder (as their interests may appear) a security interest in all of the right, title and interest of such Holders in and to (i) the Pledged Securities, (ii) the Collateral Account and all securities, financial assets and other property credited thereto and all security entitlements related thereto and (iii) all proceeds of each of the foregoing (collectively, the "Collateral"), as collateral security for to ensure the performance when due by such Holders of their respective obligations under the related Purchase ContractsContracts and Call Options underlying such Units. Concurrently with the execution of this Agreement, the initial Holders of the first 4,150,000 Normal Units issued under the Master Unit Agreement, the Unit Agent and the Collateral Agent are causing 4,150,000 QUIPS to be delivered to, and registered in the name of, the Collateral Agent, and such QUIPS will thereupon constitute Pledged Securities forming a security interest part of such Normal Units. As used in (i) this Section 2, the term "delivery" shall have the meaning ascribed to it in the Uniform Commercial Code of the State of New York. In the event that any or all of the rightadditional 585,400 Normal Units that may be issued as a result of an exercise of the overallotment option of the underwriters under the Underwriting Agreement are issued pursuant to the Master Unit Agreement at or after the execution of this Agreement, title and interest the initial Holders of such Holders (a) Normal Units, the Unit Agent and the Collateral Agent shall cause a number of QUIPS equal to the number of such Normal Units to be delivered to, and registered in the Capital name of, the Collateral Agent, and such QUIPS will thereupon constitute Pledged Securities and Treasury Securities constituting forming a part of such Normal Units. In addition, the Securities execution hereof by the Unit Agent and any Treasury Securities delivered in exchange for any Capital Securities, and any Capital Securities delivered in exchange for any Treasury Securities, in accordance with Section 4 hereof, in each case that have been Transferred to or received the Collateral Agent shall constitute an acknowledgment by the Collateral Agent and not released by Securities Intermediary of the Collateral Agent to Pledge and of the Securities Intermediary's holding of such Holders under QUIPS or other Pledged Securities substituted therefor in accordance with the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in any Debentures delivered hereof subject to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation Pledge and of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (f) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to Securities Intermediary's crediting such QUIPS or concur rently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Capital 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 Capital Securities shall be Transferred by physically delivering such Securities to the Securities Intermediary endorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury other Pledged Securities to the Collateral Agent Account for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital 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 Capital 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 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" jurisdiction and the Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Applicable Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectivelyRegulations. Subject to the Pledge and the provisions of Section 2.2 hereofPledge, the Holders from time to time of the Units shall have full beneficial ownership of the Collateral. Whenever directed by Pledged Securities underlying such Units, and shall be entitled (directly or through the Collateral Agent acting on behalf Agent) to all of the Companyrights provided by such Pledged Securities, the Securities Intermediary shall have the right to reregister the Capital Securities or any other Securities held in physical form in its name. Except as may be required in order to release Capital Securities in connection with a Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or except as otherwise required to release Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Capital Security prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Capital Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Capital Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify and the Company and the Collateral Agent of the Call Option Holder shall have no rights with respect to such Pledged Securities Intermediary's failure to obtain possession of any such replacement certificate as required herebyother than their respective security interests therein.