Common use of Termination Event Clause in Contracts

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from promptly effectuating the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (i) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Capital Securities or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and and, subject to Section 3.1(ii), of the Stripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesCapital Securities, Pledged Treasury Consideration or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: (i) use its best efforts attempt to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesCapital Securities, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged NotesCapital Securities, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company Company, the Property Trustee or any of the Purchase Contract Agent Administrative Trustees of the Trust that there has occurred a Termination Event and identifying the nature of the Termination Eventhas occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer instruct the Securities Intermediary to Transfer: (i) any Pledged Notes or Notes; (ii) the Proceeds of the U.S. Bank Deposit; and (iii) any Pledged Treasury ConsiderationSecurities, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectivelyProperty Trustee, free and clear of any lien, pledge or security interest or other interest the Pledge created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's ’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the U.S. Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 4.36.04, the Purchase Contract Agent Property Trustee or any of the Administrative Trustees shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of notwithstanding the Company's Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, 6.04 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten calendar days after the occurrence of such Termination Event, and if (yA) the Purchase Contract Agent Property Trustee or any of the Administrative Trustees shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the U.S. Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 4.36.04, then the Purchase Contract Agent Property Trustee shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court with having jurisdiction of the Company's ’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the U.S. Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 4.3 6.04; or (ii) commence an action or proceeding like that described in subsection (iSection 6.04(b)(i) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Debt Securities (or, if (i) a Tax Event Redemption or Pledged Treasury Consideration(ii) a successful remarketing of the Debt Securities, as the case may be, has occurred, the Pledged Applicable Ownership Interest in a Treasury Portfolio) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Corporate Units and the Stripped Treasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesDebt Securities, the Pledged Applicable Ownership Interest in a Treasury Consideration Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, any Holder may, and the Purchase Contract Agent shall: , upon receipt from the Holders of reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by the Purchase Contract Agent in compliance with this paragraph, (i) use its reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) any such Holder or the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesDebt Securities, the Pledged Applicable Ownership Interest in a Treasury Consideration Portfolio or the Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then any Holder may, and the Purchase Contract Agent shall shall, within fifteen 15 days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged NotesDebt Securities, the Pledged Applicable Ownership Interest in a Treasury Consideration Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or or (ii) commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Debentures or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from unable to promptly effectuating effectuate the release and Transfer of all Pledged NotesDebentures, Pledged Treasury Consideration or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesDebentures, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged NotesDebentures, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interests in the Treasury ConsiderationPortfolio, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Equity Security Units and the Stripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: (i) use its best efforts to obtain obtain, at the expense of the Company, an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer Transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 4.3; or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Eventhas occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer Transfer: (1) any Pledged Notes or Pledged Treasury Consideration, as the case may be, and Preferred Stock; and (2) any Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders of the Normal Units and the Stripped Units, respectivelyin accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Preferred Stock or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.35.4, the Purchase Contract Agent shall: (i1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.35.4, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (yA) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesPreferred Stock, all the Pledged Treasury Consideration Securities or Pledged Treasury Securitiesthe Proceeds of any of the foregoing, as the case may be, as provided in this Section 4.35.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration Preferred Stock or all the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 5.4; or (ii2) commence an action or proceeding like that described in subsection (iclause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from promptly effectuating the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: (i) use its reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (i) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Stock Purchase Contract Agent in the Form set forth in Exhibit H that there has occurred a Termination Event and identifying the nature of the Termination Eventhas occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer instruct the Securities Intermediary to Transfer: (i) any Pledged Notes Trust Preferred Securities or Pledged Treasury Consideration, as the case may be, and Security Entitlements with respect thereto; and (ii) any Pledged Treasury Securities to the Stock Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Unitsfor distribution to such Holders, respectivelyin accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest the Pledge created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's ’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesTrust Preferred Securities, Pledged Treasury Consideration or Pledged Treasury SecuritiesSecurities and Proceeds of any of the foregoing, as the case may be, as provided by this Section 4.35.4, the Stock Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of notwithstanding the Company's ’s being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, 5.4 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (yA) the Stock Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesTrust Preferred Securities, Pledged Treasury Consideration or Pledged Treasury SecuritiesSecurities and Proceeds of any of the foregoing, as the case may be, as provided in this Section 4.35.4, then the Stock Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with having jurisdiction of the Company's ’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged NotesTrust Preferred Securities, Pledged Treasury Consideration Securities and Proceeds of any of the foregoing, or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 5.4; or (ii) commence an action or proceeding like that described in subsection (iSection 5.4(b)(i) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Debt Securities (or, if (i) a Special Event Redemption or Pledged Treasury Consideration(ii) a successful remarketing of the Debt Securities, as the case may be, has occurred, any Pledged Applicable Ownership Interests in a Treasury Portfolio) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units Income PRIDES and the Stripped UnitsGrowth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesDebt Securities, Pledged Applicable Ownership Interests in a Treasury Consideration Portfolio or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, any Holder may, and the Purchase Contract Agent shall: , upon receipt from the Holders of reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by the Purchase Contract Agent in compliance with this paragraph, (i) use its reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) any such Holder or the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesDebt Securities, Pledged Applicable Ownership Interests in a Treasury Consideration Portfolio or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then any Holder may, and the Purchase Contract Agent shall shall, within fifteen 15 days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged NotesDebt Securities, Pledged Applicable Ownership Interests in a Treasury Consideration Portfolio or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or or (ii) commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from any of the Company's , Lazard Group or Lazard Group Finance becoming a debtor under the Bankruptcy CodeCode or, in the case of the Company, becoming subject to a petition under clause (ii) of the definition of Bankruptcy Law (for the purposes of this Section 4.03(b), a “bankruptcy event”), and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall fail for any reason be prohibited from to promptly effectuating effectuate, the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.34.03, the Purchase Contract Agent Agent, shall: (i) use its best efforts to obtain obtain, at the expense of the Company, an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy caseevent, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, 4.03 and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (yA) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided in this Section 4.34.03, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with having jurisdiction of the Company's case under the Bankruptcy Code such bankruptcy event, seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 4.03; or (ii) commence an action or proceeding like that described in subsection (ii)(B) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Eventhas occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes or Senior Notes, any Pledged Treasury Consideration, as the case may be, Portfolio Interest and any Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders of the Normal Units and the Stripped Units, respectivelyin accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Senior Notes, the Pledged Treasury Consideration Portfolio Interest or Pledged Treasury Securities, as the case may be, as provided by this Section 4.35.4, the Purchase Contract Agent shall: (i1) use its best efforts to obtain request an opinion letter of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.35.4, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (yA) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Senior Notes, the Pledged Treasury Consideration Portfolio Interest or Pledged Treasury SecuritiesSecurities or the Proceeds of any of the foregoing, as the case may be, as provided in this Section 4.35.4, then the Purchase Contract Agent shall within fifteen thirty days after the occurrence of such Termination Event commence an action or proceeding in the court with having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Senior Notes, the Pledged Treasury Consideration Portfolio Interest or all the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 5.4; or (ii2) commence an action or proceeding like that described in subsection (iclause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event. The Purchase Contract Agent shall be deemed to have complied with Section 5.4(b)(1), and shall not be required to commence any action or proceeding referred to therein, if it shall have either obtained such an opinion letter or requested such an opinion from three such nationally recognized law firms reasonably acceptable to the Collateral Agent.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Eventhas occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer Transfer: (i) any Pledged Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests (if the Treasury Portfolio has become a component of the Corporate MEDS as a result of a Successful Initial Remarketing, Successful Interim Remarketing or a Tax Event Redemption); (ii) any Pledged Treasury ConsiderationSecurities, as and (iii) payments by Holders (or the case may bePermitted Investments of such payments) pursuant to Section 5.05 hereof, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectivelyfor distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to its interest in favor the Applicable Ownership Interests (as specified in clause (i) of the Collateral definition of such term) of the Treasury Portfolio, the Purchase Contract Agent herebyshall have the right (but not the obligation) to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) of the Treasury Portfolio. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, the Pledged Applicable Ownership Interests, the Pledged Treasury Consideration Securities or Pledged Treasury Securitiespayments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, as the case may be, as provided by this Section 4.35.04, the Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.35.04, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (yA) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Applicable Ownership Interests, the Pledged Treasury SecuritiesSecurities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof or the Proceeds of any of the foregoing, as the case may be, as provided in this Section 4.35.04, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration or Applicable Ownership Interests, the Pledged Treasury Securities, or the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, or as the case may be, as provided by this Section 4.3 5.04; or (ii) commence an action or proceeding like that described in subsection (iclause 5.04(b)(i) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes (or the Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio if the Company has notified the Collateral Agent that a Tax Event Redemption, as the case may be, a Successful Initial Remarketing or a Successful Secondary Remarketing has occurred) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Corporate Units and the Stripped Treasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged the Treasury Consideration Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: (i) use its reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, the Pledged Applicable Interest in the Treasury Consideration Portfolio or the Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, the Pledged Applicable Interest in the Treasury Consideration Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (i) hereof above within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any all Pledged Notes Trust Preferred Securities, Pledged Treasury Consideration or Pledged Treasury ConsiderationSecurities, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) encumbrance. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesTrust Preferred Securities, Pledged Treasury Consideration or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten calendar days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesTrust Preferred Securities, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged NotesTrust Preferred Securities, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or or (ii) commence an action or proceeding like that described in subsection clause (ii)(z) hereof within ten calendar days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Eventhas occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer Transfer: (1) any Pledged Notes or security entitlements with respect thereto, (2) any Pledged Treasury ConsiderationSecurities, as and (3) any payments by Holders (or the case may bePermitted Investments of such payments) pursuant to Section 5.05 hereof, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Unitsfor distribution to such Holders, respectivelyin accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest the Pledge created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Securities and payments by Holders (or Pledged Treasury Securitiesthe Permitted Investments of such payments) pursuant to Section 5.05 11 hereof and Proceeds of any of the foregoing, as the case may be, as provided by this Section 4.35.04, the Purchase Contract Agent shall: (i1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of notwithstanding the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.35.04, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (yA) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Securities and the payments by Holders (or Pledged Treasury Securitiesthe Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, as the case may be, as provided in this Section 4.35.04, then the Purchase Contract Agent shall within fifteen 15 days after the occurrence of such Termination Event commence an action or proceeding in the court with having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration Securities and the payments by Holders (or Pledged Treasury Securitiesthe Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 4.3 or5.04; and (ii2) commence an action or proceeding like that described in subsection (iclause 5.04(b)(i) hereof within ten fifteen days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Eventhas occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer Transfer: (1) any Pledged Notes or Notes; and (2) any Pledged Treasury ConsiderationSecurities, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectivelyfor distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Notes or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.35.4, the Purchase Contract Agent shall: (i1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.35.4, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (yA) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, all the Pledged Treasury Consideration Securities or Pledged Treasury Securitiesthe Proceeds of any of the foregoing, as the case may be, as provided in this Section 4.35.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration Notes or all the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 5.4; or (ii2) commence an action or proceeding like that described in subsection (iclause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company Company, the Property Trustee or any of the Purchase Contract Agent Administrative Trustees of the Trust that there has occurred a Termination Event and identifying the nature of the Termination Eventhas occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer instruct the Securities Intermediary to Transfer: (i) any Pledged Notes or Notes; (ii) the Proceeds of the Wachovia Deposit; and (iii) any Pledged Treasury ConsiderationSecurities, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectivelyProperty Trustee, free and clear of any lien, pledge or security interest or other interest the Pledge created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's ’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the Wachovia Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 4.36.04, the Purchase Contract Agent Property Trustee or any of the Administrative Trustees shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of notwithstanding the Company's Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, 6.04 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (yA) the Purchase Contract Agent Property Trustee or any of the Administrative Trustees shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the Wachovia Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 4.36.04, then the Purchase Contract Agent Property Trustee shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with having jurisdiction of the Company's ’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the Wachovia Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 4.3 6.04; or (ii) commence an action or proceeding like that described in subsection (iSection 6.04(b)(i) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Stock Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Eventhas occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer instruct the Securities Intermediary to credit: (i) any Pledged Notes Debt Securities or Pledged Treasury Consideration, as the case may be, and security entitlements with respect thereto; (ii) any Pledged Treasury Securities or security entitlements with respect thereto; and (iii) any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.6, to the Stock Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Unitsfor distribution to such Holders, respectivelyin accordance with their respective interests, free and clear of any lienthe Pledge created hereby, pledge or security interest or other interest created in favor of the Collateral Agent herebysubject to Section 11.11(iii). (b) If such Termination Event shall result from the Company's ’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesDebt Securities, Pledged Treasury Consideration Securities and payments by Holders (or Pledged Treasury Securitiesthe Permitted Investments of such payments) pursuant to Section 5.6 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 4.35.5, the Stock Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of notwithstanding the Company's Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, 5.5 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (yA) the Stock Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesDebt Securities, Pledged Treasury Consideration Securities and the payments by Holders (or Pledged Treasury Securitiesthe Permitted Investments of such payments) pursuant to Section 5.6 and Proceeds of any of the foregoing, as the case may be, as provided in this Section 4.35.5, then the Stock Purchase Contract Agent shall shall, upon receipt of instructions in accordance with the Stock Purchase Contract Agreement, within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with having jurisdiction of the Company's ’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged NotesDebt Securities, Pledged Treasury Consideration Securities and the payments by Holders (or Pledged Treasury Securitiesthe Permitted Investments of such payments) pursuant to Section 5.6 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 4.3 5.5; or (ii) upon receipt of instructions in accordance with the Stock Purchase Contract Agreement, commence an action or proceeding like that described in subsection (iSection 5.5(b)(i) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Senior Notes (or Pledged Applicable Ownership Interest of the Treasury Consideration, as the case may be, Portfolio if a Tax Event Redemption or a Successful Initial Remarketing has occurred) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units Income PRIDES and the Stripped UnitsGrowth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Codeany applicable uniform bankruptcy laws, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Senior Notes, Pledged the Treasury Consideration Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to practicing law in the Collateral Agent applicable jurisdiction to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Senior Notes, Pledged the Treasury Consideration Portolio or the Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code any such applicable bankruptcy laws seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Senior Notes, Pledged the Treasury Consideration Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or written notice from the Purchase Contract Agent that has been confirmed in writing by the Company that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Fixed-Share Rights, Pledged Ownership Interest in the Treasury Strips, Pledged Common Stock or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities Merger Consideration to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped UnitsSecurities, respectivelyas applicable, free and clear of any lien, pledge or security interest or other interest created in favor of hereby, provided that, if such Termination Event results from the Company being a debtor under the Bankruptcy Code, the Collateral Agent herebyshall not release any Collateral except upon receipt of an opinion, as provided in Section 4.3(b) hereof or as required by final order of the court with jurisdiction of the Company's case under the Bankruptcy Code. (b) If such Termination Event shall result from the Company's Company becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may beCollateral, as provided by this Section 4.3, the Purchase Contract Agent shall, in its sole discretion, either: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent addressed to the Company and the Collateral Agent to the effect that, as a result of the Company's Company being the debtor in such a bankruptcy caseunder the Bankruptcy Code, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and and, if such opinion is obtained, shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, Collateral as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen 15 days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may beCollateral, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units Upper DECS and the Stripped UnitsDECS, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: (i) use its best efforts to obtain at the expense of the Company an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Capital Securities or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesCapital Securities, Pledged Treasury Consideration or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Capital Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (i) hereof within ten days after the occurrence of such Termination Event.,

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from unable to promptly effectuating effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: (i) use its reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (i) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Debentures or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesDebentures, Pledged Treasury Consideration or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Debentures,Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged NotesDebentures, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or and the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Senior Notes (or the Pledged Applicable Ownership Interest of the Treasury ConsiderationPortfolio, as the case may beif a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has occurred) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Corporate Units and the Stripped Treasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor hereby. Upon a release of Pledged Senior Notes, the Collateral Agent hereby. (b) shall reflect a decrease in the aggregate principal amount of such Pledged Senior Notes by an endorsement on the schedule to the certificate representing such Pledged Senior Notes. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interest in the Treasury Consideration Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: shall (i) use its best reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interest in the Treasury Consideration Portfolio or the Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interest in the Treasury Consideration Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Eventhas occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer Transfer: (1) any Pledged Notes or Pledged Treasury ConsiderationDebentures, as the case may be, and and (2) any Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders of the Normal Units and the Stripped Units, respectivelyin accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent herebyby this Agreement. (b) If such Termination Event shall result from the Company's Company s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Debentures and Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, Securities as provided by this Section 4.35.4, the Purchase Contract Agent shall: (i1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's Company s being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.35.4, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (yA) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all the Pledged NotesDebentures, all the Pledged Treasury Consideration Securities or Pledged Treasury Securitiesthe Proceeds of any of the foregoing, as the case may be, as provided in this Section 4.35.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with having jurisdiction of the Company's Company s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all the Pledged NotesDebentures, Pledged Treasury Consideration or all the Pledged Treasury Securities, and the Proceeds of any of the foregoing, as the case may be, as provided by this Section 4.3 5.4; or (ii2) commence an action or proceeding like that described in subsection (iSection 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Capital Securities or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesCapital Securities, Pledged Treasury Consideration or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesCapital Securities, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (i) hereof within ten days after the occurrence of such Termination Event.the

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Forward Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, and Pledged Treasury Securities to the Forward Purchase Contract Agent for the benefit of the Holders of the Normal Equity Units and the Stripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Forward Purchase Contract Agent shall: (i) use its best efforts to obtain obtain, at the expense of the Company, an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Forward Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Forward Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer Transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Eventhas occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer instruct the Securities Intermediary to Transfer: (i) any Pledged Notes Debentures or Pledged Treasury Consideration, as the case may be, and Portfolio or security entitlements with respect thereto; (ii) any Pledged Treasury Securities or security entitlements with respect thereto; and (iii) any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.5, to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Unitsfor distribution to such Holders, respectivelyin accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest the Pledge created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's ’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesDebentures, the Pledged Treasury Consideration or Portfolio, any Pledged Treasury SecuritiesSecurities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.5 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 4.35.4, the Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of notwithstanding the Company's Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, 5.4 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (yA) the Purchase Contract Agent shall be unable to obtain such opinion within ten 10 days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesDebentures, the Pledged Treasury Consideration or Portfolio, all Pledged Treasury SecuritiesSecurities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.5 and Proceeds of any of the foregoing, as the case may be, as provided in this Section 4.35.4, then the Purchase Contract Agent shall shall, upon receipt of instructions in accordance with the Purchase Contract Agreement, within fifteen 15 days after the occurrence of such Termination Event commence an action or proceeding in the court with having jurisdiction of the Company's ’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer Transfer of all Pledged NotesDebentures, the Pledged Treasury Consideration or Portfolio, all Pledged Treasury SecuritiesSecurities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.5 hereof and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 4.3 5.4; or (ii) upon receipt of instructions in accordance with the Purchase Contract Agreement, commence an action or proceeding like that described in subsection (iSection 5.4(b)(i) hereof within ten 10 days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Eventhas occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer transfer any (1) Pledged Notes Notes, (2) Pledged Applicable Ownership Interest in the Treasury Portfolio or (3) Pledged Treasury ConsiderationSecurities, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail to promptly effectuating effectuate the release and Transfer transfer of all Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Consideration Portfolio, or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: (i) use its best efforts to obtain at the expense of the Company an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer transfer of all Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Consideration Portfolio or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Consideration Portfolio or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 4.3, or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Eventhas occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer Transfer: (1) any Pledged Notes Preferred Securities or the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio (if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Corporate PIES) or the Pledged Treasury Consideration, as Debentures (if the case may beTrust has been liquidated, and the Debentures or security entitlements thereto have become a component of the Corporate PIES); and (2) any Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders of the Normal Units and the Stripped Units, respectivelyin accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesPreferred Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Treasury Consideration Debentures or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.35.4, the Purchase Contract Agent shall: (i1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.35.4, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (yA) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesPreferred Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged Debentures, all the Pledged Treasury Consideration Securities or Pledged Treasury Securitiesthe Proceeds of any of the foregoing, as the case may be, as provided in this Section 4.35.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged NotesPreferred Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged Treasury Consideration Debentures or all the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 5.4; or (ii2) commence an action or proceeding like that described in subsection (iclause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Debentures underlying Pledged Notes Applicable Ownership Interests in Debentures (or, if (i) a Special Event Redemption if the proceeds thereof were used to acquire the Treasury Portfolio in accordance with the Purchase Contract Agreement, (ii) a Mandatory Redemption if the proceeds thereof were used to acquire the Treasury Portfolio in accordance with the Purchase Contract Agreement or Pledged Treasury Consideration(iii) a Successful Remarketing, as the case may be, has occurred, the Pledged Applicable Ownership Interests in the Treasury Portfolio) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Corporate Units and the Stripped Treasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . DB 1/ 148045215.3 If such Termination Event shall result from the Company's ’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesApplicable Ownership Interests in Debentures, the Pledged Applicable Ownership Interests in the Treasury Consideration Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, any Holder may, and the Purchase Contract Agent shall: , upon receipt from the Holders of security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by the Purchase Contract Agent in compliance with this paragraph, (i) use its reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (yA) any such Holder or the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesApplicable Ownership Interests in Debentures, the Pledged Applicable Ownership Interests in the Treasury Consideration Portfolio or the Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then any Holder may, and the Purchase Contract Agent shall within fifteen 15 days after the occurrence of such Termination Event Event, commence an action or proceeding in the court with jurisdiction of the Company's ’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged NotesApplicable Ownership Interests in Debentures, the Pledged Applicable Ownership Interests in the Treasury Consideration Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or or (ii) commence an action or proceeding in the court with jurisdiction of the Company’s case under the Bankruptcy Code like that described in subsection clause (ii)(B) hereof of this Section 4.3 within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company TECO or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any all Pledged Notes Trust Preferred Securities, Pledged Treasury Consideration or Pledged Treasury ConsiderationSecurities, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) encumbrance. If such Termination Event shall result from the CompanyTECO's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating the to release and Transfer of all Pledged NotesTrust Preferred Securities, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the CompanyTECO's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten calendar days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesTrust Preferred Securities, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the CompanyTECO's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged NotesTrust Preferred Securities, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or or (ii) commence an action or proceeding like that described in subsection clause (ii)(z) hereof within ten calendar days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Eventhas occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer Transfer: (1) any Pledged Notes Preferred Securities or the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio (if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Corporate PIES) or the Pledged Treasury Consideration, as Debentures (if the case may beTrust has been liquidated, and the Debentures or security entitlements thereto have become a component of the Corporate PIES); or (2) any Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders of the Normal Units and the Stripped Units, respectivelyin accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesPreferred Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Treasury Consideration Debentures or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.35.4, the Purchase Contract Agent shall: (i1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.35.4, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (yA) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesPreferred Securities, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged Treasury Consideration Debentures or the Pledged Treasury Securities, as the case may be, as provided in this Section 4.35.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged NotesPreferred Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged Treasury Consideration Debentures or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 5.4; or (ii2) commence an action or proceeding like that described in subsection (iclause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Forward Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes (or Pledged the Applicable Ownership Interest of the Treasury Consideration, as the case may be, Portfolio if a Tax Event Redemption or a Successful Initial Remarketing has occurred) and Pledged Treasury Securities to the Forward Purchase Contract Agent for the benefit of the Holders of the Normal Units Upper DECS and the Stripped UnitsDECS, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged the Treasury Consideration Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Forward Purchase Contract Agent shall: shall (i) use its best reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Forward Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged the Treasury Consideration Portfolio or the Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Forward Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged the Treasury Consideration Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's Company becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's Company being the debtor in such a bankruptcy caseunder the Bankruptcy Code, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen 15 days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's ’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Eventhas occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer Transfer: (i) any Pledged Notes Preferred Shares or Pledged Treasury Considerationsecurity entitlements with respect thereto; and (ii) payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.03 hereof, as the case may be, and Pledged Treasury Securities ---- to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectivelyfor distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from promptly effectuating the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.35.04, and ---- shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (yA) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesPreferred Shares, Pledged Treasury Consideration the payments by Holders or Pledged Treasury Securitiesthe Permitted Investments of such payments pursuant to Section 5.03 hereof or the Proceeds of any of the ---- foregoing, as the case may be, as provided in this Section 4.35.02, then ---- the Purchase Contract Agent shall within fifteen days after receiving written notice from the Company or any Holder of the occurrence of such Termination Event commence an action or proceeding in the court with having jurisdiction of the Company's case under the any Bankruptcy Code Laws seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged NotesPreferred Shares, Pledged Treasury Consideration or Pledged Treasury Securitiesthe payments by Holders or the Permitted Investments of such payments pursuant to Section 5.03 hereof, as the case may be, as provided by this Section 4.3 or---- 5.02; or ---- (ii) commence an action or proceeding like that described in subsection (iSection 5.02(b)(i) hereof within ten days after receiving written ---------- notice from the Company or any Holder of the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer 12 any Pledged Notes or Pledged Treasury Consideration, as the case may be, Preferred Securities and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of distribution to the Holders of the Normal Units Income PRIDES and the Stripped UnitsGrowth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Preferred Securities or of all Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Preferred Securities or of all Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration Preferred Securities or of all Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax Event Treasury ConsiderationPortfolio, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Equity Security Units and the Stripped Equity Security Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Consideration Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: (i) use its best efforts to obtain at the expense of the Company an opinion of a nationally recognized law firm counsel reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Consideration Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall shall, at the Company's expense and within fifteen days after the occurrence of such Termination Event Event, commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Consideration Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's Company becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's Company being the debtor in such a bankruptcy caseunder the Bankruptcy Code, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen 15 days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes (or Pledged the Applicable Ownership Interest of the Treasury Consideration, as Portfolio if the case may be, Company has notified the Collateral Agent that a Tax Event Redemption or a Successful Initial Remarketing has occurred) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Corporate Units and the Stripped Treasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged the Treasury Consideration Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: shall (i) use its best reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged the Treasury Consideration Portfolio or the Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged the Treasury Consideration Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or or (ii) commence an action or proceeding like that described in subsection (i) hereof above within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Capital Securities or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesCapital Securities, Pledged Treasury Consideration or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (i) hereof within ten days after the occurrence of such Termination Event.such

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Trust Preferred Securities (or Pledged the Applicable Ownership Interest of the Treasury Consideration, as the case may be, Portfolio if a Tax Event Redemption has occurred) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units Income PRIDES and the Stripped UnitsGrowth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesTrust Preferred Securities, Pledged the Treasury Consideration Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (i) hereof within ten days after the occurrence of such Termination Event.such

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes or Pledged Treasury Consideration, as the case may be, Preferred Securities and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units Income PRIDES and the Stripped UnitsGrowth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from promptly effectuating fail immediately to effectuate the release and Transfer transfer of all Pledged Notes, Pledged Treasury Consideration Preferred Securities or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer transfer of all Pledged Notes, Pledged Treasury Consideration Preferred Securities or of the Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (i) hereof within ten days after the occurrence of such Termination Event.the

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes (or Pledged the Applicable Ownership Interest of the Treasury Consideration, as the case may be, Portfolio if a Tax Event Redemption or Successful Remarketing has occurred) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Corporate Units and the Stripped Treasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged the Treasury Consideration Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: shall (i) use its best reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and and, if it is able to obtain such opinion, shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged the Treasury Consideration Portfolio or the Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction jurisdic tion of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged the Treasury Consideration Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence occur rence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Eventhas occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer Transfer: (1) any Pledged Notes Preferred Securities or the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio (if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the PEPS Units) or the Pledged Debentures (if the Trust has been liquidated, and the Debentures or security entitlements thereto have become a component of the PEPS Units); (2) any Pledged Treasury ConsiderationSecurities, as and (3) payments by Holders (or the case may bePermitted Investments of such payments) pursuant to Section 5.5 hereof, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectivelyfor distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesPreferred Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Debentures, the Pledged Treasury Consideration Securities or Pledged Treasury Securitiespayments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.5 hereof, as the case may be, as provided by this Section 4.35.4, the Purchase Contract Agent shall: (i1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.35.4, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (yA) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Preferred Securities, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged NotesDebentures, Pledged Treasury Consideration or the Pledged Treasury Securities, the payments by Holders or the Permitted Investments of such payments pursuant to Section 5.5 hereof or the Proceeds of any of the foregoing, as the case may be, as provided in this Section 4.35.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged NotesPreferred Securities, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged Treasury Consideration or Debentures, the Pledged Treasury Securities, or the payments by Holders or the Permitted Investments of such payments pursuant to Section 5.5 hereof, or as the case may be, as provided by this Section 4.3 5.4; or (ii2) commence an action or proceeding like that described in subsection (iclause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (or, if (i) a Tax Event Redemption or (ii) a successful remarketing of the Series K Notes or Pledged Treasury ConsiderationSeries L Notes, as the case may be, has occurred, the Pledged Applicable Ownership Interest in a Treasury Portfolio) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Corporate Units and the Stripped Treasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesDebt Securities, Pledged Applicable Ownership Interest in a Treasury Consideration Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, any Holder may, and the Purchase Contract Agent shall: , upon receipt from the Holders of reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by the Purchase Contract Agent in compliance with this paragraph, (i) use its reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) any such Holder or the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesDebt Securities, Pledged Applicable Ownership Interest in a Treasury Consideration Portfolio or the Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then any Holder may, and the Purchase Contract Agent shall shall, within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged NotesDebt Securities, Pledged a Treasury Consideration Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or or (ii) commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes or Pledged Treasury Consideration, as the case may be, Preferred Shares and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units Income PRIDES and the Stripped UnitsGrowth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Codeany applicable uniform bankruptcy laws, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Preferred Shares or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to practicing law in the Collateral Agent applicable jurisdiction to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Preferred Shares or the Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code any such applicable bankruptcy laws seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration Preferred Shares or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Eventhas occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer Transfer: (1 any Pledged Notes or Shares; and (i) any Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities Securities (ii) to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders of the Normal Units and the Stripped Units, respectivelyin accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Shares or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.35.4, the Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.35.4, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (yA) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesShares, all the Pledged Treasury Consideration Securities or Pledged Treasury Securitiesthe Proceeds of any of the foregoing, as the case may be, as provided in this Section 4.35.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration Shares or all the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 5.4; or (ii) commence an action or proceeding like that described in subsection (iclause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent ------------------ of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes (or Pledged the Applicable Ownership Interest of the Treasury ConsiderationPortfolio if a Tax Event Redemption, as the case may be, Successful Initial Remarketing or Successful Subsequent Remarketing has occurred) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Corporate Units and the Stripped Treasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged the Treasury Consideration Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: shall (i) use its best reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and and, if it is able to obtain such opinion, shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged the Treasury Consideration Portfolio or the Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged the Treasury Consideration Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Preferred Securities (or Pledged the Applicable Ownership Interest of the Treasury Consideration, as the case may be, Portfolio if a Tax Event Redemption has occurred) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units Income PRIDES and the Stripped UnitsGrowth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesPreferred Securities, Pledged the Treasury Consideration Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesPreferred Securities, Pledged of the Treasury Consideration Portfolio or of the Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (i) hereof within ten days after the occurrence of such Termination Event.then

Termination Event. (a) Upon receipt by the Collateral Agent of ----------------- written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Senior Notes (or Pledged the Applicable Ownership Interest of the Treasury ConsiderationPortfolio if a Tax Event Redemption or a Successful Initial Remarketing, as the case may be, Successful Second Remarketing or Successful Third Remarketing has occurred) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Corporate Units and the Stripped Treasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Senior Notes, Pledged the Treasury Consideration Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: shall (i) use its best reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Senior Notes, Pledged the Treasury Consideration Portfolio or the Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Senior Notes, Pledged the Treasury Consideration Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Forward Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, and Pledged Treasury Securities to the Forward Purchase Contract Agent for the benefit of the Holders of the Normal Units Upper DECS and the Stripped UnitsDECS, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Forward Purchase Contract Agent shall: (i) use its best efforts to obtain obtain, at the expense of the Company, an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Forward Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Forward Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer Transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Forward Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Preferred Stock (or Pledged Treasury Consideration, as the case may be, Portfolio Interests if a Special Event Redemption has occurred) and Pledged Treasury Securities to the Forward Purchase Contract Agent for the benefit of the Holders of the Normal Units Income PRIDES and the Stripped UnitsGrowth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Codeany applicable uniform bankruptcy laws, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesPreferred Stock, the Pledged Treasury Consideration Portfolio Interests or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Forward Purchase Contract Agent shall: shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to practicing law in the Collateral Agent applicable jurisdiction to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Forward Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesPreferred Stock, the Pledged Treasury Consideration Portfolio Interests or the Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Forward Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code any such applicable bankruptcy laws seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged NotesPreferred Stock, the Pledged Treasury Consideration Portfolio Interests or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Forward Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, and Pledged Treasury Securities to the Forward Purchase Contract Agent for the benefit of the Holders of the Normal Units Upper DECS and the Stripped UnitsDECS, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Forward Purchase Contract Agent shall: (i) use its best efforts to obtain at the expense of the Company an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Forward Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Forward Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer Transfer of all Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes or Pledged Treasury Consideration, as the case may be, Preferred Shares and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units Income PRIDES and the Stripped UnitsGrowth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Preferred Shares or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Preferred Shares or the Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration Preferred Shares or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Stock Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Eventhas occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer instruct the Securities Intermediary to Transfer: (i) any Pledged Notes STACKS or security entitlements with respect thereto; (ii) any Pledged Treasury ConsiderationSecurities; and (iii) any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, as the case may be, and Pledged Treasury Securities to the Stock Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Unitsfor distribution to such Holders, respectivelyin accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest the Pledge created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's ’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesSTACKS, Pledged Treasury Consideration Securities and payments by Holders (or Pledged Treasury Securitiesthe Permitted Investments of such payments) pursuant to Section 5.05 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 4.35.04, the Stock Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of notwithstanding the Company's Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, 5.04 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (yA) the Stock Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesSTACKS, Pledged Treasury Consideration Securities and the payments by Holders (or Pledged Treasury Securitiesthe Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, as the case may be, as provided in this Section 4.35.04, then the Stock Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with having jurisdiction of the Company's ’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged NotesSTACKS, Pledged Treasury Consideration Securities and the payments by Holders (or Pledged Treasury Securitiesthe Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 4.3 5.04; or (ii) commence an action or proceeding like that described in subsection (iSection 5.04(b)(i) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company Company, the Property Trustee or any of the Purchase Contract Agent Administrative Trustees of the Trust that there has occurred a Termination Event and identifying the nature of the Termination Eventhas occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer instruct the Securities Intermediary to Transfer: (i) any Pledged Notes or Notes; Amended and Restated Collateral Agreement (ii) the Proceeds of the U.S. Bank Deposit; and (iii) any Pledged Treasury ConsiderationSecurities, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectivelyProperty Trustee, free and clear of any lien, pledge or security interest or other interest the Pledge created in favor of the Collateral Agent hereby. (b) If such Termination Event shall result from the Company's ’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the U.S. Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 4.36.04, the Purchase Contract Agent Property Trustee or any of the Administrative Trustees shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of notwithstanding the Company's Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, 6.04 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten calendar days after the occurrence of such Termination Event, and if (yA) the Purchase Contract Agent Property Trustee or any of the Administrative Trustees shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the U.S. Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 4.36.04, then the Purchase Contract Agent Property Trustee shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court with having jurisdiction of the Company's ’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the U.S. Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 4.3 6.04; or (ii) commence an action or proceeding like that described in subsection (iSection 6.04(b)(i) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes Debt Securities (or Pledged the Applicable Ownership Interest in the Treasury Consideration, as the case may be, Portfolio if a Tax Event Redemption has occurred) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units Income PRIDES and the Stripped UnitsGrowth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged NotesDebt Securities, Pledged the Treasury Consideration Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: , upon receipt from the Holders of reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with this paragraph, (i) use its reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesDebt Securities, Pledged the Treasury Consideration Portfolio or the Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged NotesDebt Securities, Pledged the Treasury Consideration Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or or (ii) commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Notes or Pledged Treasury Consideration, as the case may be, Preferred Securities and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Normal Units Income PRIDES and the Stripped UnitsGrowth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby. (b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Preferred Securities or of all Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall: shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration Preferred Securities or of all Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration Preferred Securities or of all Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or or (ii) commence an action or proceeding like that described in subsection (ii)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event and identifying the nature of the Termination Eventhas occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer Transfer: (1) any Pledged Notes or Pledged Treasury ConsiderationDebentures, as the case may be, and and (2) any Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders of the Normal Units and the Stripped Units, respectivelyin accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent herebyby this Agreement. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason be prohibited from fail promptly effectuating to effectuate the release and Transfer of all Pledged Notes, Debentures and Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, Securities as provided by this Section 4.35.4, the Purchase Contract Agent shall: (i1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.35.4, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (yA) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (zB) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all the Pledged NotesDebentures, all the Pledged Treasury Consideration Securities or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (i) hereof within ten days after the occurrence of such Termination Event.Proceeds