Common use of Termination Event Clause in Contracts

Termination Event. Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (or, if (i) a Special Event Redemption or (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 Income PRIDES and the Growth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Securities, Pledged Applicable Ownership Interests in a Treasury 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 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 Debt Securities, Pledged Applicable Ownership Interests in a Treasury 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, within 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 Debt Securities, Pledged Applicable Ownership Interests in a 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 in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (or, if (i) a Special Tax Event Redemption or (ii) a successful remarketing of the Debt Securities, as the case may be, has occurred, any the Pledged Applicable Ownership Interests Interest in a Treasury Portfolio) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Income PRIDES Corporate Units and the Growth PRIDESTreasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Securities, the Pledged Applicable Ownership Interests Interest in a Treasury 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 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 Debt Securities, the Pledged Applicable Ownership Interests Interest in a Treasury 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 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 Debt Securities, the Pledged Applicable Ownership Interests Interest in a Treasury 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 in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(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 EventEvent has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt instruct the Securities (or, if Intermediary to Transfer: (i) a Special Event Redemption or any Pledged Notes; (ii) a successful remarketing the Proceeds of the Debt U.S. Bank Deposit; and (iii) any Pledged Treasury 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 Income PRIDES and the Growth PRIDES, respectivelyProperty Trustee, free and clear of any lien, pledge or security interest or other interest the Pledge created 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 Property Trustee or any Holder may, and of the Purchase Contract Agent Administrative Trustees 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 notwithstanding the 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 Property Trustee or any such Holder or of the Purchase Contract Agent 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 any Holder may, and the Purchase Contract Agent shall, Property Trustee shall within 15 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 or 6.04; 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 (i)(zSection 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, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (or, if (i) a Special Event Redemption Debentures or (ii) a successful remarketing of the Debt SecuritiesPledged Treasury Consideration, 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 Income PRIDES Normal Units and the Growth PRIDESStripped 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 for any reason fail be unable to promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesDebentures, Pledged Applicable Ownership Interests in a Treasury Portfolio Consideration or of 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 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 Debt SecuritiesDebentures, Pledged Applicable Ownership Interests in a Treasury Portfolio Consideration 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 15 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 Debt SecuritiesDebentures, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(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 EventEvent has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer Transfer: (1) any Pledged Debt Securities Preferred Stock; and (or, if (i2) a Special Event Redemption or (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, for distribution to such Holders of the Income PRIDES and the Growth PRIDES, respectivelyin accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Preferred Stock or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.35.4, 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, : (i1) 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 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) 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 Debt SecuritiesPreferred Stock, Pledged Applicable Ownership Interests in a Treasury Portfolio or all the 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 any Holder may, and the Purchase Contract Agent shall, shall within 15 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 Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Preferred Stock or all the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or 5.4; or (ii2) commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(zclause 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, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (orNotes, if (i) a Special Event Redemption Pledged Treasury Consideration or (ii) a successful remarketing of Pledged Applicable Ownership Interests in the Debt SecuritiesTreasury Portfolio, 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 Income PRIDES Equity Security Units and the Growth PRIDESStripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests in a the Treasury Portfolio 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 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 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 Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests in a the Treasury 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 15 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 Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests in a the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or 4.3; 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 (i)(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, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Capital Securities (or, if (i) a Special Event Redemption or (ii) a successful remarketing of the Debt SecuritiesPledged Treasury Consideration, 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 Income PRIDES and Normal Units and, subject to Section 3.1(ii), of the Growth PRIDESStripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Capital Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Consideration or of 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 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 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 Debt Capital Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Consideration 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 15 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 Debt Capital Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(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, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (orNotes, if (i) a Special Event Redemption Pledged Treasury Consideration or (ii) a successful remarketing of Pledged Applicable Ownership Interest in the Debt SecuritiesTreasury Portfolio, 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 Income PRIDES Normal Units and the Growth PRIDESStripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury Portfolio 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 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 Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury 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 15 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 Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury 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 (i)(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 Debt Securities (or, if (i) a Special Event Redemption Notes or (ii) a successful remarketing of the Debt SecuritiesPledged Treasury Consideration, 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 Income PRIDES Normal Units and the Growth PRIDESStripped 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 fail for any reason fail to promptly to effectuate effectuate, the release and Transfer of all Pledged Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.34.03, any Holder may, and the Purchase Contract Agent 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 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 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) 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio Consideration or Pledged Treasury Securities, as the case may be, as provided in this Section 4.34.03, then any Holder may, and the Purchase Contract Agent shall, shall within 15 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or 4.03; 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 (i)(zi)(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 EventEvent has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt instruct the Securities (or, if Intermediary to Transfer: (i) a Special Event Redemption or any Pledged Notes; (ii) a successful remarketing the Proceeds of the Debt Wachovia Deposit; and (iii) any Pledged Treasury 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 Income PRIDES and the Growth PRIDES, respectivelyProperty Trustee, free and clear of any lien, pledge or security interest or other interest the Pledge created 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 Property Trustee or any Holder may, and of the Purchase Contract Agent Administrative Trustees 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 notwithstanding the 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 Property Trustee or any such Holder or of the Purchase Contract Agent 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 any Holder may, and the Purchase Contract Agent shall, Property Trustee shall within 15 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 or 6.04; 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 (i)(zSection 6.04(b)(i) hereof within ten days after the occurrence of such Termination Event.

Termination Event. Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Preferred Securities (or, if (i) a Special Event Redemption or (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 Income PRIDES and the Growth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly immediately to effectuate the release and Transfer transfer of all Pledged Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Preferred Securities or of 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, 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 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) 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 transfer of all Pledged Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Preferred Securities or of 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 15 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 Debt Securities, Pledged Applicable Ownership Interests in a 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 in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(z) 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 EventEvent has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer Transfer: (1 any Pledged Debt Securities (or, if Shares; and (i) a Special Event Redemption or any Pledged Treasury Securities (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, for distribution to such Holders of the Income PRIDES and the Growth PRIDES, respectivelyin accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Shares or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.35.4, 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 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) 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 Debt SecuritiesShares, Pledged Applicable Ownership Interests in a Treasury Portfolio or all the 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 any Holder may, and the Purchase Contract Agent shall, shall within 15 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 Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Shares or all the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or 5.4; 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 (i)(zclause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.

Termination Event. Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities Senior Notes (or, or Applicable Ownership Interest of the Treasury Portfolio if (i) a Special Tax Event Redemption or (ii) a successful remarketing of the Debt Securities, as the case may be, Successful Initial Remarketing 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 Income PRIDES and the Growth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesSenior Notes, Pledged Applicable Ownership Interests in a the Treasury Portfolio or of 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, shall (i) use its reasonable 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 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 Debt SecuritiesSenior Notes, Pledged Applicable Ownership Interests in a the Treasury Portfolio Portolio 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 15 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 Debt SecuritiesSenior Notes, Pledged Applicable Ownership Interests in a the Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 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 (i)(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 EventEvent has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer Transfer: (1) any Pledged Debt Securities Debentures, and (or, if (i2) a Special Event Redemption or (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, for distribution to such Holders of the Income PRIDES and the Growth PRIDES, respectivelyin accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby. by 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio or Debentures and Pledged Treasury Securities, as the case may be, Securities as provided by this Section 4.35.4, 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, : (i1) 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 4.35.4, 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 the Pledged Debt SecuritiesDebentures, Pledged Applicable Ownership Interests in a Treasury Portfolio or all the 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 any Holder may, and the Purchase Contract Agent shall, shall within 15 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 Debt SecuritiesDebentures, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 or 5.4; or (ii2) commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(zSection 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.

Termination Event. Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Capital Securities (or, if (i) a Special Event Redemption or (ii) a successful remarketing of the Debt SecuritiesPledged Treasury Consideration, 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 Income PRIDES Normal Units and the Growth PRIDESStripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Capital Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Consideration or of 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, 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 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 Debt Capital Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Consideration 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 15 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 Debt Securities, Pledged Applicable Ownership Interests in a 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 in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(z) 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 EventEvent has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer Transfer: (1) any Pledged Debt Preferred Securities or the Applicable Ownership Interest (or, as specified in clause (A) of the definition of such term) of the Treasury Portfolio (if (i) a Special Tax Event Redemption or (ii) has occurred and the Treasury Portfolio has become a successful remarketing component of the Debt SecuritiesCorporate PIES) or the Pledged Debentures (if the Trust has been liquidated, as and the case may be, has occurred, Debentures or security entitlements thereto have become a component of the Corporate PIES); or (2) any Pledged Applicable Ownership Interests in a Treasury Portfolio) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders of the Income PRIDES and the Growth PRIDES, respectivelyin accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Preferred Securities, Pledged the Applicable Ownership Interests Interest (as specified in a clause (A) of the definition of such term) of the Treasury Portfolio Portfolio, the Pledged Debentures or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.35.4, 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, : (i1) 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 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) 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 Debt Preferred Securities, Pledged Applicable Ownership Interests Interest (as specified in a clause (A) of the definition of such term) of the Treasury Portfolio Portfolio, all the Pledged Debentures or the Pledged Treasury Securities, as the case may be, as provided in this Section 4.35.4, then any Holder may, and the Purchase Contract Agent shall, shall within 15 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 Debt Preferred Securities, Pledged the Applicable Ownership Interests Interest (as specified in a clause (A) of the definition of such term) of the Treasury Portfolio Portfolio, all the Pledged Debentures or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or 5.4; or (ii2) commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(zclause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.

Termination Event. Upon receipt by the Collateral Agent ------------------ of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities Notes (or, if (i) a Special Event Redemption or (ii) a successful remarketing the Applicable Ownership Interest of the Debt SecuritiesTreasury Portfolio if a Tax Event Redemption, as the case may be, Successful Initial Remarketing or Successful Subsequent Remarketing 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 Income PRIDES Corporate Units and the Growth PRIDESTreasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a the Treasury Portfolio or of 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, 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 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) 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a the Treasury 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 15 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a the Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 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 (i)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Preferred Securities (or, or the Applicable Ownership Interest of the Treasury Portfolio if (i) a Special Tax Event Redemption or (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 Income PRIDES and the Growth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Preferred Securities, Pledged Applicable Ownership Interests in a the Treasury Portfolio or of 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, 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 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 Debt Preferred Securities, Pledged Applicable Ownership Interests in a of the Treasury Portfolio or of 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 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 Debt Securities, Pledged Applicable Ownership Interests in a 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 in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(z) hereof within ten days after the occurrence of such Termination Event.then

Termination Event. Upon receipt by the Collateral Agent of ----------------- written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities Senior Notes (or, or the Applicable Ownership Interest of the Treasury Portfolio if (i) a Special Tax Event Redemption or (ii) a successful remarketing of the Debt SecuritiesSuccessful Initial Remarketing, as the case may be, Successful Second Remarketing or Successful Third Remarketing 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 Income PRIDES Corporate Units and the Growth PRIDESTreasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesSenior Notes, Pledged Applicable Ownership Interests in a the Treasury Portfolio or of 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, 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 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 Debt SecuritiesSenior Notes, Pledged Applicable Ownership Interests in a the Treasury 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 15 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 Debt SecuritiesSenior Notes, Pledged Applicable Ownership Interests in a the Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 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 (i)(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, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (orNotes, if (i) a Special Event Redemption Pledged Treasury Consideration or (ii) a successful remarketing of Pledged Applicable Ownership Interest in the Debt SecuritiesTreasury Portfolio, 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 Income PRIDES Normal Units and the Growth PRIDESStripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury Portfolio 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 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) 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 Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury 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 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 Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury 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 (i)(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 EventEvent has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (or, if Transfer: (i) a Special Event Redemption any Pledged Preferred Shares or security entitlements with respect thereto; and (ii) a successful remarketing payments by Holders (or the Permitted Investments of the Debt Securitiessuch payments) pursuant to Section 5.03 hereof, 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 Income PRIDES and the Growth PRIDES, 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. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Securities, Pledged Applicable Ownership Interests in a Treasury 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 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) 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 Debt SecuritiesPreferred Shares, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 any Holder may, and ---- the Purchase Contract Agent shall, shall within 15 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 Debt SecuritiesPreferred Shares, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 ---- 5.02; 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 (i)(zSection 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 EventEvent has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt instruct the Securities (or, if Intermediary to Transfer: (i) a Special Event Redemption any Pledged Debentures or Pledged Treasury Portfolio or security entitlements with respect thereto; (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 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 Income PRIDES and the Growth PRIDESfor 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 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesDebentures, Pledged Applicable Ownership Interests in a Treasury Portfolio or the Pledged Treasury SecuritiesPortfolio, any Pledged Treasury Securities 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, 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 notwithstanding the 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) any such Holder or 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 Debt SecuritiesDebentures, Pledged Applicable Ownership Interests in a Treasury Portfolio or the Pledged Treasury SecuritiesPortfolio, all Pledged Treasury Securities 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 any Holder may, and the Purchase Contract Agent shall, upon receipt of instructions in accordance with the Purchase Contract Agreement, within 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 Debt SecuritiesDebentures, Pledged Applicable Ownership Interests in a Treasury Portfolio or the Pledged Treasury SecuritiesPortfolio, all Pledged Treasury Securities 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 or 5.4; or (ii) upon receipt of instructions in accordance with the Purchase Contract Agreement, commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(zSection 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 written notice from the Purchase Contract Agent that has been confirmed in writing by the Company that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (orFixed-Share Rights, if (i) a Special Event Redemption Pledged Ownership Interest in the Treasury Strips, Pledged Common Stock or (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 Merger Consideration to the Purchase Contract Agent for the benefit of the Holders of the Income PRIDES and the Growth PRIDESSecurities, respectivelyas applicable, free and clear of any lien, pledge or security interest or other interest created hereby. , provided that, if such Termination Event results from the Company being a debtor under the Bankruptcy Code, the Collateral Agent shall 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio or Pledged Treasury Securities, as the case may beCollateral, 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 costsin its sole discretion, expenses and liabilities which might be incurred by the Purchase Contract Agent in compliance with this paragraph, either: (i) use its reasonable 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 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) 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 Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio or Pledged Treasury Securities, as the case may be, Collateral as provided in this Section 4.3, then any Holder may, and the Purchase Contract Agent shall, shall within 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 Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio or Pledged Treasury Securities, as the case may beCollateral, 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 (i)(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 EventEvent has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer Transfer: (1) any Pledged Debt Securities Notes; and (or, if (i2) a Special Event Redemption or (ii) a successful remarketing of the Debt any Pledged Treasury 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 Income PRIDES and the Growth PRIDES, 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. . (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Notes or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.35.4, 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, : (i1) 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 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) 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio or all the 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 any Holder may, and the Purchase Contract Agent shall, shall within 15 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 Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Notes or all the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or 5.4; or (ii2) commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(zclause 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, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (orNotes, if (i) a Special Event Redemption Pledged Treasury Consideration or (ii) a successful remarketing of Pledged Applicable Ownership Interest in the Debt SecuritiesTreasury Portfolio, as the case may be, has occurred, any Pledged Applicable Ownership Interests in a Treasury Portfolio) and Pledged Treasury Securities to the Forward Purchase Contract Agent for the benefit of the Holders of the Income PRIDES Upper DECS and the Growth PRIDESStripped DECS, respectively, free and clear of any lien, pledge or security interest or other interest created 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury Portfolio Portfolio, or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, any Holder may, and the Forward 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 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 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 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 Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then any Holder may, and the Forward Purchase Contract Agent shall, shall within 15 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 Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury 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 (i)(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 EventEvent has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer Transfer: (1) any Pledged Debt Securities Notes or security entitlements with respect thereto, (or, if (i2) a Special Event Redemption or (ii) a successful remarketing of the Debt any Pledged Treasury Securities, as and (3) any payments by Holders (or the case may bePermitted Investments of such payments) pursuant to Section 5.05 hereof, 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 Income PRIDES and the Growth PRIDESfor 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 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio 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, 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, : (i1) 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 notwithstanding the Company 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) 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 any Holder may, and the Purchase Contract Agent shall, shall within 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 or 5.04; and (ii2) commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(zclause 5.04(b)(i) hereof within ten fifteen days after the occurrence of such Termination Event.

Termination Event. Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any all Pledged Debt Securities (orTrust Preferred Securities, if (i) a Special Event Redemption Pledged Treasury Consideration or (ii) a successful remarketing of the Debt Pledged Treasury 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 Income PRIDES Normal Units and the Growth PRIDESStripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created herebyencumbrance. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Trust Preferred Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Consideration or of 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, 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 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) any such Holder or 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 Debt Trust Preferred Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Consideration 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 15 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 Debt Trust Preferred Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 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 (i)(z) hereof within ten calendar days after the occurrence of such Termination Event.

Termination Event. Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Debentures underlying Pledged Debt Securities Applicable Ownership Interests in Debentures (or, if (i) a Special Event Redemption or if the proceeds thereof were used to acquire the Treasury Portfolio in accordance with the Purchase Contract Agreement, (ii) a successful remarketing of Mandatory Redemption if the Debt Securitiesproceeds thereof were used to acquire the Treasury Portfolio in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing, as the case may be, has occurred, any the Pledged Applicable Ownership Interests in a the Treasury Portfolio) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Income PRIDES Corporate Units and the Growth PRIDESTreasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesApplicable Ownership Interests in Debentures, the Pledged Applicable Ownership Interests in a the Treasury 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 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 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 Debt SecuritiesApplicable Ownership Interests in Debentures, the Pledged Applicable Ownership Interests in a the Treasury 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 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 Debt SecuritiesApplicable Ownership Interests in Debentures, the Pledged Applicable Ownership Interests in a the Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding in the court with jurisdiction of the Company's ’s case under the Bankruptcy Code like that described in subsection clause (i)(zi)(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 or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (or, if (i) a Special Event Redemption Notes or (ii) a successful remarketing of the Debt SecuritiesPledged Treasury Consideration, 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 Income PRIDES Normal Units and the Growth PRIDESStripped 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 fail be unable to promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio Consideration 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 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio Consideration 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 15 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(zi) 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 EventEvent has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt instruct the Securities (or, if Intermediary to Transfer: (i) a Special Event Redemption or any Pledged Notes; Amended and Restated Collateral Agreement (ii) a successful remarketing the Proceeds of the Debt U.S. Bank Deposit; and (iii) any Pledged Treasury 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 Income PRIDES and the Growth PRIDES, respectivelyProperty Trustee, free and clear of any lien, pledge or security interest or other interest the Pledge created 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 Property Trustee or any Holder may, and of the Purchase Contract Agent Administrative Trustees 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 notwithstanding the 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 Property Trustee or any such Holder or of the Purchase Contract Agent 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 any Holder may, and the Purchase Contract Agent shall, Property Trustee shall within 15 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 or 6.04; 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 (i)(zSection 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, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (orNotes, if (i) a Special Event Redemption Pledged Treasury Consideration or (ii) a successful remarketing of Pledged Applicable Ownership Interest in the Debt SecuritiesTreasury Portfolio, 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 Income PRIDES Upper DECS and the Growth PRIDESStripped DECS, respectively, free and clear of any lien, pledge or security interest or other interest created 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury Portfolio 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 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 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 Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury 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 15 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 Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury 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 (i)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Capital Securities (or, if (i) a Special Event Redemption or (ii) a successful remarketing of the Debt SecuritiesPledged Treasury Consideration, 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 Income PRIDES Normal Units and the Growth PRIDESStripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Capital Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Consideration or of 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, 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 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 Debt Capital Securities, Pledged Applicable Ownership Interests in a Treasury 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, within 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 Debt Securities, Pledged Applicable Ownership Interests in a 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 in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(z) hereof within ten days after the occurrence of such Termination Event.,

Termination Event. Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer 12 any Pledged Debt Preferred Securities (or, if (i) a Special Event Redemption or (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 distribution to the Holders of the Income PRIDES and the Growth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Preferred Securities or of all 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, 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 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 Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Preferred Securities or of all 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 15 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 Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Preferred Securities or of all Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 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 (i)(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, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (orNotes, if (i) a Special Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax Event Redemption or (ii) a successful remarketing of the Debt SecuritiesTreasury Portfolio, 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 Income PRIDES Equity Security Units and the Growth PRIDESStripped Equity Security Units, respectively, free and clear of any lien, pledge or security interest or other interest created 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesNotes, Pledged Applicable Ownership Interests Interest in a the Treasury Portfolio 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, 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 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 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests Interest in a the Treasury 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 any Holder may, and the Purchase Contract Agent shall, at the Company's expense and within 15 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests Interest in a the Treasury 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 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 (i)(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, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (orNotes, if (i) a Special Event Redemption Pledged Treasury Consideration or (ii) a successful remarketing of Pledged Applicable Ownership Interest in the Debt SecuritiesTreasury Portfolio, 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 Income PRIDES Normal Units and the Growth PRIDESStripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury Portfolio 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 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) 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 Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury 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 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 Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury 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 (i)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (or, if (i) a Special Event Redemption or (ii) a successful remarketing of the Debt Securities, as the case may be, has occurred, any Pledged Applicable Ownership Interests in a Treasury Portfolio) Preferred Shares and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Income PRIDES and the Growth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Preferred Shares or of 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, shall (i) use its reasonable 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 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 Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Preferred Shares 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 15 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 Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Preferred Shares or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 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 (i)(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 EventEvent has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer transfer any (1) Pledged Debt Securities Notes, (or, if (i2) a Special Event Redemption Pledged Applicable Ownership Interest in the Treasury Portfolio or (ii3) a successful remarketing of the Debt Pledged Treasury 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 Income PRIDES Normal Units and the Growth PRIDESStripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created 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 for any reason fail to promptly to effectuate the release and Transfer transfer of all Pledged Debt SecuritiesNotes, Pledged Applicable Ownership Interests Interest in a the Treasury Portfolio 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 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 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) 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 transfer of all Pledged Debt SecuritiesNotes, Pledged Applicable Ownership Interests Interest in a the Treasury 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 15 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests Interest in a the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or 4.3, 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 (i)(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 EventEvent has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer Transfer: (1) any Pledged Debt Preferred Securities or the Applicable Ownership Interest (or, as specified in clause (A) of the definition of such term) of the Treasury Portfolio (if (i) a Special Tax Event Redemption or (ii) has occurred and the Treasury Portfolio has become a successful remarketing component of the Debt SecuritiesCorporate PIES) or the Pledged Debentures (if the Trust has been liquidated, as and the case may be, has occurred, Debentures or security entitlements thereto have become a component of the Corporate PIES); and (2) any Pledged Applicable Ownership Interests in a Treasury Portfolio) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders of the Income PRIDES and the Growth PRIDES, respectivelyin accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Preferred Securities, Pledged the Applicable Ownership Interests Interest (as specified in a clause (A) of the definition of such term) of the Treasury Portfolio Portfolio, the Pledged Debentures or the Pledged Treasury Securities, as the case may be, as provided by this Section 4.35.4, 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, : (i1) 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 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) 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 Debt Preferred Securities, Pledged the Applicable Ownership Interests Interest (as specified in a clause (A) of the definition of such term) of the Treasury Portfolio or Portfolio, all the Pledged Debentures, all the 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 any Holder may, and the Purchase Contract Agent shall, shall within 15 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 Debt Preferred Securities, Pledged the Applicable Ownership Interests Interest (as specified in a clause (A) of the definition of such term) of the Treasury Portfolio Portfolio, all the Pledged Debentures or all the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or 5.4; or (ii2) commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(zclause 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 EventEvent has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (or, if Transfer: (i) a Special Event Redemption any Pledged Notes or (ii) a successful remarketing of the Debt Securities, as the case may be, has occurred, any security entitlements with respect thereto or Pledged Applicable Ownership Interests in (if the Treasury Portfolio has become a Treasury Portfoliocomponent of the Corporate MEDS as a result of a Successful Initial Remarketing, Successful Interim Remarketing or a Tax Event Redemption); (ii) and any Pledged Treasury Securities Securities, and (iii) payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders of the Income PRIDES and the Growth PRIDES, 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 the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) of the Treasury Portfolio, the Purchase Contract Agent shall 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesNotes, the Pledged Applicable Ownership Interests in a Treasury Portfolio or Interests, the Pledged Treasury SecuritiesSecurities or payments 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, 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 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) 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio or 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 any Holder may, and the Purchase Contract Agent shall, shall within 15 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a Treasury Portfolio or 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 or 5.04; 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 (i)(zclause 5.04(b)(i) hereof within ten days after the occurrence of such Termination Event.

Termination Event. 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, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities Notes (or, or the Applicable Ownership Interest of the Treasury Portfolio if (i) a Special Tax Event Redemption or (ii) a successful remarketing of the Debt Securities, as the case may be, Successful Initial Remarketing has occurred, any Pledged Applicable Ownership Interests in a Treasury Portfolio) and Pledged Treasury Securities to the Forward Purchase Contract Agent for the benefit of the Holders of the Income PRIDES Upper DECS and the Growth PRIDESStripped DECS, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a the Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, any Holder may, and the Forward 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, 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 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 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then any Holder may, and the Forward Purchase Contract Agent shall, shall within 15 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a the Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 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 (i)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities Notes (or, or the Applicable Ownership Interest of the Treasury Portfolio if (i) a Special Tax Event Redemption or (ii) a successful remarketing of the Debt Securities, as the case may be, Successful Remarketing 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 Income PRIDES Corporate Units and the Growth PRIDESTreasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a the Treasury Portfolio or of 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, 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 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) 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a the Treasury 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 15 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a the Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 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 (i)(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 Stock Purchase Contract Agent that there has occurred a Termination EventEvent has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer instruct the Securities Intermediary to credit: (i) any Pledged Debt Securities (or, if (i) a Special Event Redemption or security entitlements with respect thereto; (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 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 Income PRIDES and the Growth PRIDESfor 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 hereby. , subject 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio 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, any Holder may, and the Stock 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 notwithstanding the 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) any such Holder or 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 Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 any Holder may, and the Stock Purchase Contract Agent shall, upon receipt of instructions in accordance with the Stock Purchase Contract Agreement, within 15 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 Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 or 5.5; or (ii) upon receipt of instructions in accordance with the Stock Purchase Contract Agreement, commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(zSection 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 Forward Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (orNotes, if (i) a Special Event Redemption Pledged Treasury Consideration or (ii) a successful remarketing of Pledged Applicable Ownership Interest in the Debt SecuritiesTreasury Portfolio, as the case may be, has occurred, any Pledged Applicable Ownership Interests in a Treasury Portfolio) and Pledged Treasury Securities to the Forward Purchase Contract Agent for the benefit of the Holders of the Income PRIDES Upper DECS and the Growth PRIDESStripped DECS, respectively, free and clear of any lien, pledge or security interest or other interest created 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury Portfolio Portfolio, or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, any Holder may, and the Forward 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 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 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 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 Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then any Holder may, and the Forward Purchase Contract Agent shall, shall within 15 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 Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury 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 (i)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. 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, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities Preferred Stock (or, or Pledged Portfolio Interests if (i) a Special Event Redemption or (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 Forward Purchase Contract Agent for the benefit of the Holders of the Income PRIDES and the Growth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesPreferred Stock, the Pledged Applicable Ownership Portfolio Interests in a Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, any Holder may, and the Forward 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, shall (i) use its reasonable 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 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 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 Debt SecuritiesPreferred Stock, the Pledged Applicable Ownership Portfolio Interests in a Treasury Portfolio or the Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then any Holder may, and the Forward Purchase Contract Agent shall, shall within 15 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 Debt SecuritiesPreferred Stock, the Pledged Applicable Ownership Portfolio Interests in a Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 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 (i)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. 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, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any all Pledged Debt Securities (orTrust Preferred Securities, if (i) a Special Event Redemption Pledged Treasury Consideration or (ii) a successful remarketing of the Debt Pledged Treasury 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 Income PRIDES Normal Units and the Growth PRIDESStripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created herebyencumbrance. If such Termination Event shall result from the CompanyTECO's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Trust Preferred Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Consideration 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, 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 TECO'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) any such Holder or 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 Debt Trust Preferred Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Consideration 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 15 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 Debt Trust Preferred Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Consideration or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 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 (i)(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, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (or, if (i) a Special Event Redemption Debentures or (ii) a successful remarketing of the Debt SecuritiesPledged Treasury Consideration, 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 Income PRIDES Normal Units and the Growth PRIDESStripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesDebentures, Pledged Applicable Ownership Interests in a Treasury Portfolio Consideration or of 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 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 Debt Securities, Debentures,Pledged Applicable Ownership Interests in a Treasury Portfolio Consideration 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 15 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 Debt SecuritiesDebentures, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(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 EventEvent has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt instruct the Securities (or, if Intermediary to Transfer: (i) a Special Event Redemption any Pledged STACKS or security entitlements with respect thereto; (ii) a successful remarketing of the Debt Securities, as the case may be, has occurred, any Pledged Applicable Ownership Interests in a Treasury PortfolioSecurities; and (iii) and Pledged Treasury Securities any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Stock Purchase Contract Agent for the benefit of the Holders of the Income PRIDES and the Growth PRIDESfor 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 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesSTACKS, Pledged Applicable Ownership Interests in a Treasury Portfolio 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, any Holder may, and the Stock 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 notwithstanding the 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) any such Holder or 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 Debt SecuritiesSTACKS, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 any Holder may, and the Stock Purchase Contract Agent shall, shall within 15 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 Debt SecuritiesSTACKS, Pledged Applicable Ownership Interests in a Treasury Portfolio 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 or 5.04; 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 (i)(zSection 5.04(b)(i) hereof within ten days after the occurrence of such Termination Event.

Termination Event. Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (or, if (i) a Special Event Redemption or (ii) a successful remarketing of the Debt Securities, as the case may be, has occurred, any Pledged Applicable Ownership Interests in a Treasury Portfolio) Preferred Shares and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Income PRIDES and the Growth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Preferred Shares or of 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, 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 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 Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Preferred Shares 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 15 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 Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Preferred Shares or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 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 (i)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. 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, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities Senior Notes (oror the Pledged Applicable Ownership Interest of the Treasury Portfolio, if (i) a Special Tax Event Redemption or (ii) a successful remarketing of the Debt SecuritiesSuccessful Initial Remarketing, as the case may be, Successful Second Remarketing or Successful Third Remarketing 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 Income PRIDES Corporate Units and the Growth PRIDESTreasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. Upon a release of Pledged Senior Notes, the Collateral Agent 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesSenior Notes, Pledged Applicable Ownership Interests Interest in a the Treasury 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, 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 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 Debt SecuritiesSenior Notes, Pledged Applicable Ownership Interests Interest in a the Treasury 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 15 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 Debt SecuritiesSenior Notes, Pledged Applicable Ownership Interests Interest in a the Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 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 (i)(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 EventEvent has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer Transfer: (1) any Pledged Debt Preferred Securities or the Applicable Ownership Interest (or, as specified in clause (A) of the definition of such term) of the Treasury Portfolio (if (i) a Special Tax Event Redemption or (ii) has occurred and the Treasury Portfolio has become a successful remarketing component of the Debt 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 Securities, as and (3) payments by Holders (or the case may bePermitted Investments of such payments) pursuant to Section 5.5 hereof, 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 Income PRIDES and the Growth PRIDES, 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. . (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Preferred Securities, Pledged the Applicable Ownership Interests Interest (as specified in a clause (A) of the definition of such term) of the Treasury Portfolio or Portfolio, the Pledged Debentures, the Pledged Treasury SecuritiesSecurities or payments 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, 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, : (i1) 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 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) 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 Debt Preferred Securities, Pledged Applicable Ownership Interests Interest (as specified in a clause (A) of the definition of such term) of the Treasury Portfolio or Portfolio, all the Pledged Debentures, 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 any Holder may, and the Purchase Contract Agent shall, shall within 15 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 Debt Preferred Securities, Pledged Applicable Ownership Interests Interest (as specified in a clause (A) of the definition of such term) of the Treasury Portfolio or Portfolio, all the Pledged 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 or 5.4; or (ii2) commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(zclause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.

Termination Event. Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (or, if (i) a Special Tax Event Redemption or (ii) a successful remarketing of the Debt SecuritiesSeries K Notes or Series L Notes, as the case may be, has occurred, any the Pledged Applicable Ownership Interests Interest in a Treasury Portfolio) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders of the Income PRIDES Corporate Units and the Growth PRIDESTreasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Securities, Pledged Applicable Ownership Interests Interest in a Treasury 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 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 Debt Securities, Pledged Applicable Ownership Interests Interest in a Treasury 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 15 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 Debt Securities, Pledged Applicable Ownership Interests in a Treasury 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 in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Preferred Securities (or, if (i) a Special Event Redemption or (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 Income PRIDES and the Growth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Preferred Securities or of all 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, 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 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 Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Preferred Securities or of all 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 15 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 Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio Preferred Securities or of all Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 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 (i)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (or, or the Applicable Ownership Interest in the Treasury Portfolio if (i) a Special Tax Event Redemption or (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 Income PRIDES and the Growth PRIDES, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Securities, Pledged Applicable Ownership Interests in a the Treasury 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 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 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 Debt Securities, Pledged Applicable Ownership Interests in a the Treasury 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 15 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 Debt Securities, Pledged Applicable Ownership Interests in a the Treasury 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 in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in subsection (i)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities Notes (or, if (i) a Special Event Redemption or (ii) a successful remarketing of the Debt Securities, as the case may be, has occurred, any Pledged Applicable Ownership Interests Interest in the Treasury Portfolio if the Company has notified the Collateral Agent that a Treasury PortfolioTax Event Redemption, 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 Income PRIDES Corporate Units and the Growth PRIDESTreasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a the Treasury Portfolio or of 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 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 Debt SecuritiesNotes, the Pledged Applicable Ownership Interests Interest in a the Treasury 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 15 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 Debt SecuritiesNotes, the Pledged Applicable Ownership Interests Interest in a the Treasury 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 (i)(z) 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 Forward Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities (orNotes, if (i) a Special Event Redemption Pledged Treasury Consideration or (ii) a successful remarketing of Pledged Applicable Ownership Interest in the Debt SecuritiesTreasury Portfolio, as the case may be, has occurred, any Pledged Applicable Ownership Interests in a Treasury Portfolio) and Pledged Treasury Securities to the Forward Purchase Contract Agent for the benefit of the Holders of the Income PRIDES Equity Units and the Growth PRIDESStripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created 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 for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury Portfolio Portfolio, or Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, any Holder may, and the Forward 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 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 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 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 Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury Portfolio or Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then any Holder may, and the Forward Purchase Contract Agent shall, shall within 15 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 Debt SecuritiesNotes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in a the Treasury 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 (i)(z) hereof within ten days after the occurrence of such Termination Event.

Termination Event. Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer any Pledged Debt Securities Notes (or, or the Applicable Ownership Interest of the Treasury Portfolio if (i) the Company has notified the Collateral Agent that a Special Tax Event Redemption or (ii) a successful remarketing of the Debt Securities, as the case may be, Successful Initial Remarketing 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 Income PRIDES Corporate Units and the Growth PRIDESTreasury Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a the Treasury Portfolio or of 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, 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 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a the Treasury 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 15 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 Debt SecuritiesNotes, Pledged Applicable Ownership Interests in a the Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 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 (i)(z) hereof above within ten days after the occurrence of such Termination Event.