Common use of SUBSTITUTION OF A TREASURY PORTFOLIO FOR DEBT SECURITIES Clause in Contracts

SUBSTITUTION OF A TREASURY PORTFOLIO FOR DEBT SECURITIES. (a) Upon the occurrence of a Special Event Redemption prior to the Purchase Contract Settlement Date, the Redemption Price payable on the Special Event Redemption Date with respect to the Applicable Principal Amount of Debt Securities shall be delivered to the Collateral Agent in exchange for the Pledged Debt Securities. Pursuant to the terms of the Pledge Agreement, the Collateral Agent will apply an amount equal to the Redemption Amount of such Redemption Price to purchase on behalf of the Holders of Income PRIDES the Special Event Treasury Portfolio and promptly remit the remaining portion of such Redemption Price, if any, to the Agent for payment to the Holders of such Income PRIDES. The Special Event Treasury Portfolio will be substituted for the outstanding Pledged Debt Securities, and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of an Income PRIDES to purchase the Common Stock of the Company on the Purchase Contract Settlement Date under the Purchase Contract constituting a part of such Income PRIDES. Following the occurrence of a Special Event Redemption prior to the Purchase Contract Settlement Date, the Holders of Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Special Event Treasury Portfolio as the Holder of Income PRIDES and the Collateral Agent had in respect of the Debt Securities subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein to the Debt Securities shall be deemed to be reference to such Special Event Treasury Portfolio. The Company may cause to be made in any Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Special Event Treasury Portfolio for Debt Securities as collateral.

SUBSTITUTION OF A TREASURY PORTFOLIO FOR DEBT SECURITIES. (a) Upon the occurrence of a Special Tax Event Redemption prior to the Purchase Contract Settlement Date, the Redemption Price payable on the Special Tax Event Redemption Date with respect to the Applicable Principal Amount of Debt Securities shall be delivered to the Collateral Agent in exchange for the Pledged Debt Securities. Pursuant to the terms of the Pledge Agreement, the Collateral Agent will apply an amount equal to the Redemption Amount of such Redemption Price to purchase on behalf of the Holders of Income PRIDES the Special Tax Event Treasury Portfolio and promptly remit the remaining portion of such Redemption Price, if any, Price to the Agent for payment to the Holders of such Income PRIDES. The Special Tax Event Treasury Portfolio will be substituted for the outstanding Pledged Debt Securities, and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of an Income PRIDES to purchase the Common Stock of the Company on the Purchase Contract Settlement Date under the Purchase Contract constituting a part of such Income PRIDES. Following the occurrence of a Special Tax Event Redemption prior to the Purchase Contract Settlement Date, the Holders of Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Special Tax Event Treasury Portfolio as the Holder of Income PRIDES and the Collateral Agent had in respect of the Debt Securities subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein to the Debt Securities shall be deemed to be reference to such Special Tax Event Treasury Portfolio. The Company may cause to be made in any Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Special Tax Event Treasury Portfolio for Debt Securities as collateral.

SUBSTITUTION OF A TREASURY PORTFOLIO FOR DEBT SECURITIES. (a) Upon the occurrence of a Special Tax Event Redemption prior to the Purchase Contract Settlement Date, the Redemption Price payable on the Special Tax Event Redemption Date with respect to the Applicable Principal Amount of Debt Securities shall be delivered to the Collateral Agent in exchange for the Pledged Debt Securities. Pursuant to the terms of the Pledge Agreement, the Collateral Agent will apply an amount equal to the Redemption Amount of such Redemption Price to purchase on behalf of the Holders of Income PRIDES Corporate Units the Special Tax Event Treasury Portfolio and promptly remit the remaining portion of such Redemption Price, if any, Price to the Agent for payment to the Holders of such Income PRIDESCorporate Units. The Special Tax Event Treasury Portfolio will be substituted for the outstanding Pledged Debt Securities, and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of an Income PRIDES a Corporate Unit to purchase the Common Stock of the Company on the Purchase Contract Settlement Date under the Purchase Contract constituting a part of such Income PRIDESCorporate Unit. Following the occurrence of a Special Tax Event Redemption prior to the Purchase Contract Settlement Date, the Holders of Income PRIDES Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Special Tax Event Treasury Portfolio as the Holder of Income PRIDES Corporate Units and the Collateral Agent had in respect of the Debt Securities subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein to the Debt Securities shall be deemed to be reference to such Special Tax Event Treasury Portfolio. The Company may cause to be made in any Income PRIDES Corporate Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Special Tax Event Treasury Portfolio for Debt Securities as collateral.

SUBSTITUTION OF A TREASURY PORTFOLIO FOR DEBT SECURITIES. (a) Upon the occurrence of a Special Tax Event Redemption prior to the Purchase Contract Settlement Date, the Redemption Price payable on Collateral Agent will, upon the Special Event Redemption Date with respect to written instruction of the Company and the Purchase Contract Agent, deliver the Applicable Principal Amount of Pledged Debt Securities shall to the Indenture Trustee for payment of the Redemption Price. The Collateral Agent shall, or in the event the Pledged Debt Securities are registered in the name of the Purchase Contract Agent, the Purchase Contract Agent shall, direct the Indenture Trustee to pay the Redemption Price therefor payable on the Tax Event Redemption Date on or prior to 12:30 p.m., New York City time, by check or wire transfer in immediately available funds at such place and at such account as may be delivered to designated by the Collateral Agent. In the event the Collateral Agent in exchange for the Pledged Debt Securities. Pursuant receives such Redemption Price, subject to the terms provisions of the Pledge AgreementSection 4.3 hereof, the Collateral Agent will will, at the written direction of the Company, apply an amount equal to the Redemption Amount of such Redemption Price to purchase on behalf of from the Holders of Income PRIDES Quotation Agent, the Special Tax Event Treasury Portfolio and promptly remit the remaining portion of such Redemption Price, if any, Price to the Purchase Contract Agent for payment to the Holders of such Income PRIDES. The Special Collateral Agent shall Transfer the Tax Event Treasury Portfolio will be substituted for the outstanding Pledged Debt Securities, and will be held by to the Collateral Agent in accordance with the terms of the Pledge Agreement Account to secure the obligation of each Holder all Holders of an Income PRIDES to purchase the Common Stock of the Company on the Purchase Contract Settlement Date under the Purchase Contract Contracts constituting a part of such Income PRIDES, in substitution for the Pledged Debt Securities. Following the occurrence of a Special Event Redemption prior to the Purchase Contract Settlement Date, the Holders of Income PRIDES and Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Special Tax Event Treasury Portfolio as the Holder of Income PRIDES and the Collateral Agent it had in respect of the Pledged Debt Securities subject to the Pledge thereof Securities, as provided in Articles II, III, IV, V and VI of the Pledge Agreementhereof, and any reference herein to the Pledged Debt Securities shall be deemed to be a reference to such Special Tax Event Treasury Portfolio. The Company may cause to be made in any Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Special Event Treasury Portfolio for Debt Securities as collateral.

SUBSTITUTION OF A TREASURY PORTFOLIO FOR DEBT SECURITIES. (a) Upon the occurrence of a Special Tax Event Redemption prior to the Purchase Contract Settlement Date, the Redemption Price payable on Collateral Agent will, upon the Special Event Redemption Date with respect to written instruction of the Company and the Purchase Contract Agent, deliver the Applicable Principal Amount of Pledged Debt Securities shall to the Indenture Trustee for payment of the Redemption Price. The Collateral Agent shall, or in the event the Pledged Debt Securities are registered in the name of the Purchase Contract Agent, the Purchase Contract Agent shall, direct the Indenture Trustee to pay the Redemption Price therefor payable on the Tax Event Redemption Date on or prior to 12:30 p.m., New York City time, by check or wire transfer in immediately available funds at such place and at such account as may be delivered to designated by the Collateral Agent. In the event the Collateral Agent in exchange for the Pledged Debt Securities. Pursuant receives such Redemption Price, subject to the terms provisions of the Pledge AgreementSection 4.3 hereof, the Collateral Agent will will, at the written direction of the Company, apply an amount equal to the Redemption Amount of such Redemption Price to purchase on behalf of from the Holders of Income PRIDES Quotation Agent, the Special Tax Event Treasury Portfolio and promptly remit the remaining portion of such Redemption Price, if any, Price to the Purchase Contract Agent for payment to the Holders of such Income PRIDESCorporate Units. The Special Collateral Agent shall Transfer the Tax Event Treasury Portfolio will be substituted for the outstanding Pledged Debt Securities, and will be held by to the Collateral Agent in accordance with the terms of the Pledge Agreement Account to secure the obligation of each Holder all Holders of an Income PRIDES Corporate Units to purchase the Common Stock of the Company on the Purchase Contract Settlement Date under the Purchase Contract Contracts constituting a part of such Income PRIDESCorporate Units, in substitution for the Pledged Debt Securities. Following the occurrence of a Special Event Redemption prior to the Purchase Contract Settlement Date, the Holders of Income PRIDES and Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Special Tax Event Treasury Portfolio as the Holder of Income PRIDES and the Collateral Agent it had in respect of the Pledged Debt Securities subject to the Pledge thereof Securities, as provided in Articles II, III, IV, V and VI of the Pledge Agreementhereof, and any reference herein to the Pledged Debt Securities shall be deemed to be a reference to such Special Tax Event Treasury Portfolio. The Company may cause to be made in any Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Special Event Treasury Portfolio for Debt Securities as collateral.

SUBSTITUTION OF A TREASURY PORTFOLIO FOR DEBT SECURITIES. (a) Upon the occurrence of a Special Tax Event Redemption prior to the Second Purchase Contract Settlement Date, the Redemption Price payable on the Special Tax Event Redemption Date with respect to the Applicable Principal Amount of Debt Securities shall be delivered to the Collateral Agent in exchange for the Pledged Debt Securities. Pursuant to the terms of the Pledge Agreement, the Collateral Agent will apply an amount equal to the Redemption Amount of such Redemption Price to purchase on behalf of the Holders of Income PRIDES Corporate Units the Special Tax Event Treasury Portfolio and promptly remit the remaining portion of such Redemption Price, if any, Price to the Agent for payment to the Holders of such Income PRIDESCorporate Units. The Special Tax Event Treasury Portfolio will be substituted for the outstanding Pledged Debt Securities, and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of an Income PRIDES a Corporate Unit to purchase the Common Stock of the Company on the applicable Purchase Contract Settlement Date under the Purchase Contract constituting a part of such Income PRIDESCorporate Unit. Following the occurrence of a Special Tax Event Redemption prior to the Second Purchase Contract Settlement Date, the Holders of Income PRIDES Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Special Tax Event Treasury Portfolio as the Holder of Income PRIDES Corporate Units and the Collateral Agent had in respect of the Debt Securities subject to the Pledge thereof as provided in Articles IISections 2, III3, IV4, V 5 and VI 6 of the Pledge Agreement, and any reference herein to the Debt Securities shall be deemed to be reference to such Special Tax Event Treasury Portfolio. The Company may cause to be made in any Income PRIDES Corporate Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Special Tax Event Treasury Portfolio for Debt Securities as collateral.

SUBSTITUTION OF A TREASURY PORTFOLIO FOR DEBT SECURITIES. (a) Upon the occurrence of a Special Event Redemption prior to the Purchase Contract Settlement Date, the Collateral Agent will, upon the written instruction of the Company and the Purchase Contract Agent, deliver the Applicable Principal Amount of Pledged Debt Securities to the Indenture Trustee for payment of the Redemption Price. The Collateral Agent shall, or in the event the Pledged Debt Securities are registered in the name of the Purchase Contract Agent, the Purchase Contract Agent shall, direct the Indenture Trustee to pay the Redemption Price therefor payable on the Special Event Redemption Date with respect on or prior to 12:30 p.m., New York City time, by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Applicable Principal Amount of Debt Securities shall be delivered to Collateral Agent. In the event the Collateral Agent in exchange for the Pledged Debt Securities. Pursuant receives such Redemption Price, subject to the terms provisions of the Pledge AgreementSection 4.3 hereof, the Collateral Agent will will, at the written direction of the Company, apply an amount equal to the Redemption Amount of such Redemption Price to purchase on behalf of from the Holders of Income PRIDES Quotation Agent, the Special Event Treasury Portfolio and promptly remit the remaining portion of such Redemption Price, if any, Price to the Purchase Contract Agent for payment to the Holders of such Income PRIDES. The Collateral Agent shall Transfer the Special Event Treasury Portfolio will be substituted for the outstanding Pledged Debt Securities, and will be held by to the Collateral Agent in accordance with the terms of the Pledge Agreement Account to secure the obligation of each Holder all Holders of an Income PRIDES to purchase the Common Stock of the Company on the Purchase Contract Settlement Date under the Purchase Contract Contracts constituting a part of such Income PRIDES, in substitution for the Pledged Debt Securities. Following the occurrence of a Special Event Redemption prior to the Purchase Contract Settlement Date, the Holders of Income PRIDES and Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Special Event Treasury Portfolio as the Holder of Income PRIDES and the Collateral Agent it had in respect of the Pledged Debt Securities subject to the Pledge thereof Securities, as provided in Articles II, III, IV, V and VI of the Pledge Agreementhereof, and any reference herein to the Pledged Debt Securities shall be deemed to be a reference to such Special Event Treasury Portfolio. The Company may cause to be made in any Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Special Event Treasury Portfolio for Debt Securities as collateral.

SUBSTITUTION OF A TREASURY PORTFOLIO FOR DEBT SECURITIES. (a) Upon the occurrence of a Special Tax Event Redemption prior to the Share Purchase Contract Settlement Date, the Redemption Price payable on the Special Tax Event Redemption Date with respect to the Applicable Principal Amount of Debt Securities shall be delivered to the Collateral Agent in exchange for the Pledged Debt Securities. Pursuant to the terms of the Pledge Agreement, the Collateral Agent will apply an amount equal to the Redemption Amount of such Redemption Price to purchase on behalf of the Holders of Income PRIDES Share Purchase Units the Special Tax Event Treasury Portfolio and promptly remit the remaining portion of such Redemption Price, if any, Price to the Agent for payment to the Holders of such Income PRIDESShare Purchase Units. The Special Tax Event Treasury Portfolio will be substituted for the outstanding Pledged Debt Securities, and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of an Income PRIDES a Share Purchase Unit to purchase the Common Stock of the Company on the Share Purchase Contract Settlement Date under the Share Purchase Contract constituting a part of such Income PRIDESShare Purchase Unit. Following the occurrence of a Special Tax Event Redemption prior to the Share Purchase Contract Settlement Date, the Holders of Income PRIDES Share Purchase Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Special Tax Event Treasury Portfolio as the Holder of Income PRIDES Share Purchase Units and the Collateral Agent had in respect of the Debt Securities subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein to the Debt Securities shall be deemed to be reference to such Special Tax Event Treasury Portfolio. The Company may cause to be made in any Income PRIDES Share Purchase Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Special Tax Event Treasury Portfolio for Debt Securities as collateral.

SUBSTITUTION OF A TREASURY PORTFOLIO FOR DEBT SECURITIES. (a) Upon the occurrence of a Special Event Redemption prior to the Purchase Contract Settlement Date, the Collateral Agent will, upon the written instruction of the Company and the Purchase Contract Agent, deliver the Applicable Principal Amount of Pledged Debt Securities to the Indenture Trustee for payment of the Redemption Price. The Collateral Agent shall, or in the event the Pledged Debt Securities are registered in the name of the Purchase Contract Agent, the Purchase Contract Agent shall, direct the Indenture Trustee to pay the Redemption Price therefor payable on the Special Event Redemption Date on or prior to 12:30 p.m., New York City time, by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Collateral Agent. In the event the Collateral Agent receives such Redemption Price, subject to the provisions of Section 4.3 hereof, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Redemption Amount of such Redemption Price to purchase from the Quotation Agent, the Special Event Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of Income PRIDES. The Collateral Agent shall Transfer the Special Event Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Income PRIDES to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Income PRIDES, in substitution for the Pledged Debt Securities. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Principal Amount Special Event Treasury Portfolio as it had in respect of the Pledged Debt Securities, as provided in Articles II, III, IV, V and VI hereof, and any reference herein to the Pledged Debt Securities shall be deemed to be a reference to such Special Event Treasury Portfolio. Upon the successful remarketing of the Debt Securities on any Remarketing Date, the proceeds of the remarketing of any Pledged Debt Securities (after deducting any Remarketing Fee) shall be delivered to the Collateral Agent in exchange for the Pledged Debt Securities. Pursuant to the terms of this Agreement, except in the Pledge Agreementevent of a successful remarketing that occurs on a Remarketing Date during the Final Three-Day Remarketing Period, the Collateral Agent will apply an amount equal to the Redemption Amount of such Redemption Remarketing Treasury Portfolio Purchase Price to purchase on behalf of the Holders of Income PRIDES the Special Event Remarketing Treasury Portfolio and promptly remit the remaining portion of such Redemption Price, if any, proceeds to the Purchase Contract Agent for payment to the Holders of such Income PRIDES. The Special Event Remarketing Treasury Portfolio will be substituted for the outstanding Pledged Debt Securities, and will be held by the Collateral Agent in accordance with the terms of the Pledge this Agreement to secure the obligation of each Holder of an Income PRIDES to purchase the Common Stock of the Company on the Purchase Contract Settlement Date under the Purchase Contract constituting a part of such Income PRIDES. Following the occurrence of a Special Event Redemption prior to the Purchase Contract Settlement Date, the Holders of Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Special Event Treasury Portfolio as the Holder of Income PRIDES and the Collateral Agent had in respect of the Debt Securities subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein to the Debt Securities shall be deemed to be reference to such Special Event Treasury Portfolio. The Company may cause to be made in any Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Special Event Treasury Portfolio for Debt Securities as collateral.

SUBSTITUTION OF A TREASURY PORTFOLIO FOR DEBT SECURITIES. (a) Upon the occurrence of a Special Tax Event Redemption prior to the Second Purchase Contract Settlement Date, the Redemption Price payable on Collateral Agent will, upon the Special Event Redemption Date with respect to written instruction of the Company and the Purchase Contract Agent, deliver the Applicable Principal Amount of Pledged Debt Securities shall to the Trustee for payment of the Redemption Price. The Collateral Agent shall, or in the event the Pledged Debt Securities are registered in the name of the Purchase Contract Agent, the Purchase Contract Agent shall, direct the Trustee to pay the Redemption Price therefor payable on the Tax Event Redemption Date on or prior to 12:30 p.m., New York City time, such Redemption Price to be delivered to paid by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Collateral Agent. In the event the Collateral Agent in exchange for the Pledged Debt Securities. Pursuant to the terms of the Pledge Agreementreceives such Redemption Price, the Collateral Agent will will, at the written direction of the Company, apply an amount equal to the Redemption Amount of such Redemption Price to purchase on behalf of from the Holders of Income PRIDES Quotation Agent, the Special Tax Event Treasury Portfolio and promptly remit the remaining portion of such Redemption Price, if any, Price to the Purchase Contract Agent for payment to the Holders of such Income PRIDESCorporate Units. The Special Collateral Agent shall Transfer the Tax Event Treasury Portfolio will be substituted to the Collateral Account in the manner specified herein for the outstanding Pledged Debt Securities, and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement Securities to secure the obligation of each Holder all Holders of an Income PRIDES Corporate Units to purchase the Common Stock of the Company on the Purchase Contract Settlement Date under the Purchase Contract Contracts constituting a part of such Income PRIDESCorporate Units, in substitution for the Pledged Debt Securities. Following the occurrence of a Special Event Redemption prior to the Purchase Contract Settlement Date, the Holders of Income PRIDES and Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Special Tax Event Treasury Portfolio as the Holder of Income PRIDES and the Collateral Agent it had in respect of the Pledged 20 Debt Securities subject to the Pledge thereof Securities, as provided in Articles IISections 2, III3, IV4, V 5 and VI of the Pledge Agreement6, and any reference herein to the Pledged Debt Securities shall be deemed to be a reference to such Special Tax Event Treasury Portfolio. The Company may cause to be made in any Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Special Event Treasury Portfolio for Debt Securities as collateral.