Common use of The Pledge Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Pledge. (a) The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, Obligor hereby pledge (i) assigns and grant transfers to the Collateral AgentTrustee, and hereby grants to the Collateral Trustee, for the ratable benefit of the Priority Lien Secured Parties a lien on and a first priority security interest in the EMMT Account and all amounts and other property at any time deposited therein (collectively, the "Pledged Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by such Holders acceleration or otherwise) of their respective obligations under the Purchase Contracts constituting part of such SecuritiesPriority Lien Obligations and (ii) assigns and transfers to the Collateral Trustee, and hereby grants to the Collateral Trustee, for the ratable benefit of the Company, Parity Lien Secured Parties a lien on and a second priority security interest in all of the right, title and interest of such Holders in the Collateral Securities constituting a part of such Securities. Prior to or concurrently with the execution and delivery of this Agreement, the initial Holders and the Collateral Agent shall (i) cause the Collateral Securities to be delivered to the Collateral Agent by Federal Reserve Bank-Wire or by book-entry transfer through the facilities of the Depositary Trust CompanyPledged Collateral, as collateral security for the case may beprompt and complete payment and performance when due (whether at the stated maturity, to the account of the Collateral Agent designated by it for such purpose and (ii) take appropriate action so that the applicable Federal Reserve Bank through which such Collateral Securities have been purchased will reflect such transfer and the Pledge by appropriate entries in its records in accordance with Applicable Treasury Regulations. In addition, the execution and delivery hereof by the Purchase Contract Agent and the Collateral Agent shall constitute (i) the notification to the Collateral Agent (as bailee acceleration or otherwise) of the Pledge Parity Lien Obligations. This Agreement, and the security interests and Liens granted and created herein, secures the payment and the performance of all Secured Obligations now or hereafter in effect, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest (including any interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the maturity of the Indebtedness thereunder and reimbursement obligations therein and interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Obligor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, premiums, penalties, indemnifications, expenses or otherwise, and including all amounts that constitute part of the Secured Obligations and would be owed to the Obligor but for the fact that they are unenforceable or not allowed due to a pending Insolvency Proceeding. Without limiting the generality of the foregoing, it is the intent of the parties hereto that (A) the Liens securing the Parity Lien Obligations are subject and subordinate to the Liens securing the Priority Lien Obligations and (iiB) an acknowledgment by this Agreement creates two separate and distinct Liens: the Collateral Agent (as third party in possession or otherwise) first priority Lien securing the payment and performance of the Pledge Priority Lien Obligations and the second priority lien securing the payment and performance of its holding of such Collateral Securities subject to the PledgeParity Lien Obligations, in each case, as may be more particularly set forth in the Collateral Trust Agreement. The Collateral Trustee acknowledges that for purposes of perfecting the Pledge under Applicable Treasury Regulations and other applicable lawsecurity interests hereunder, as all property in the case may be, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction. The pledge provided in this Section 2 is herein referred to as the "Pledge" and possession or control of the Collateral Securities Trustee will be held by the Collateral Trustee both as trustee for the benefit of the Priority Lien Secured Parties and as trustee for the benefit of the Parity Lien Secured Parties, subject to the Pledge, excluding any Collateral Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as the "Pledged Collateral Securities." Subject to the Pledge, the Holders from time to time of the Securities shall have full beneficial ownership terms of the Collateral Securities constituting a part of such SecuritiesTrust Agreement.