Common use of Tax Event Redemption Clause in Contracts

Tax Event Redemption. Upon the occurrence of a Tax Event --------------------- Redemption of the Pledged Notes prior to the Purchase Contract Settlement Date, the aggregate Redemption Price payable on the Tax Event Redemption Date with respect to the Pledged Notes shall be delivered to the Collateral Agent by the Note Trustee on or prior to 12:00 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 exchange for the Pledged Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent will, at the written direction of the Company, apply an amount, out of such Redemption Price, equal to the aggregate Redemption Amount with respect to the Pledged Notes to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase PCS Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Notes as provided in Articles 2, 3, 4, 5 and 6, and any reference herein to the Notes shall be deemed to be reference to such Treasury Portfolio, and any reference herein to interest on the Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.

Tax Event Redemption. Upon the occurrence of a Tax Event --------------------- Redemption of the Pledged Notes prior to the Purchase Contract Settlement Date, the aggregate Redemption Price payable on the Tax Event Redemption Date with respect pursuant to the Pledged Notes shall be delivered to terms of the Collateral Agent by the Note Trustee on or prior to 12:00 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 exchange for the Pledged Notes. In the event the Collateral Agent receives such Redemption PricePledge Agreement, the Collateral Agent will, at the written direction of the Company, will apply an amount, out amount equal to the Redemption Amount of such Redemption Price, equal to the aggregate Redemption Amount with respect to the Pledged Notes Price to purchase from on behalf of the Quotation Agent Holders of Income PRIDES the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of Corporate Unitssuch Income PRIDES. The Treasury Portfolio will be substituted for the Pledged Debentures, and will be held by the Collateral Agent shall Transfer in accordance with the Treasury Portfolio to terms of the Collateral Account Pledge Agreement to secure the obligation of all Holders each Holder of Corporate Units an Income PRIDES to purchase PCS the Common Stock of the Company under the Purchase Contracts Contract constituting a part of such Corporate UnitsIncome PRIDES. Following the occurrence of a Tax Event Redemption prior to the Purchase Contract Settlement Date, in substitution for the Pledged Notes. Thereafter Holders of Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it the Holder of Income PRIDES and the Collateral Agent had in respect of the Pledged Notes Debentures, as the case may be, subject to the Pledge thereof as provided in Articles Sections 2, 3, 4, 5 and 66 of the Pledge Agreement, and any reference herein or in the Certificates to the Notes shall be deemed to be reference to such Treasury Portfolio, and any reference herein to interest on the Notes Debenture shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Debentures shall be deemed to be a reference to corresponding distributions on such the 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 Treasury Portfolio for Debentures as collateral.

Tax Event Redemption. Upon the occurrence of a Tax Event --------------------- Redemption of the Pledged Notes prior to the Second Purchase Contract Settlement Date, the aggregate 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 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 with respect to the Pledged Notes shall be delivered to the Collateral Agent by the Note Trustee on or prior to 12:00 12:30 p.m., New York City time, such Redemption Price to be 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 exchange for the Pledged NotesAgent. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent will, at the written direction of the Company, apply an amount, out amount equal to the Redemption Amount of such Redemption Price, equal to the aggregate Redemption Amount with respect to the Pledged Notes Price to purchase from the Quotation Agent Agent, the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of Corporate UnitsIncome PRIDES. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account in the manner specified herein for Pledged Debt Securities to secure the obligation of all Holders of Corporate Units Income PRIDES to purchase PCS Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate UnitsIncome PRIDES, in substitution for the Pledged NotesDebt Securities. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Notes Debt Securities, as provided in Articles Sections 2, 3, 4, 5 and 6, and any reference herein to the Notes shall be deemed to be reference to such Treasury Portfolio, and any reference herein to interest on the Notes Pledged Debt Securities shall be deemed to be a reference to distributions on such Treasury Portfolio.

Tax Event Redemption. Upon the occurrence of a Tax Event --------------------- Redemption of the Pledged Notes prior to the Purchase Contract Settlement DateAugust 17, 2004, or any earlier Successful Remarketing, the aggregate Redemption Price payable on the Tax Event Redemption Date with respect to the Pledged Notes shall be delivered to the Collateral Agent by the Note Trustee on or prior to 12:00 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 exchange for the Pledged Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent will, at the written direction of the Company, apply an amount, out of such Redemption Price, equal to the aggregate Redemption Amount with respect to the Pledged Notes to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase PCS Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Notes as provided in Articles 2, 3, 4, 5 and 6, and any reference herein to the Notes shall be deemed to be reference to such Treasury Portfolio, and any reference herein to interest on the Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.

Tax Event Redemption. Upon the occurrence of a Tax -------------------- Event --------------------- Redemption of the Pledged Notes prior to the Purchase Contract Settlement Date, the aggregate Redemption Price payable on the Tax Event Redemption Date with respect to the Pledged Senior Notes shall be delivered to the Collateral Agent by the Senior Note Trustee on or prior to 12:00 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 exchange for the Pledged Senior Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent will, at the written direction of the Company, apply an amount, out of such Redemption Price, equal to the aggregate Redemption Amount with respect to the Pledged Senior Notes to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase PCS Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Senior Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Senior Notes as provided in Articles 2, 3, 4, 5 and 6, and any reference herein to the Senior Notes shall be deemed to be reference to such Treasury Portfolio, and any reference herein to interest on the Senior Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.

Tax Event Redemption. Upon the occurrence of a Tax Event --------------------- Redemption of the Pledged Notes prior to the Purchase Contract Settlement Date, the aggregate Redemption Price payable on the Tax Event Redemption Date with respect to the Pledged Notes Applicable Principal Amount of Debt Securities shall be delivered to the Collateral Agent by the Note Trustee on or prior to 12:00 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 exchange for the Pledged NotesDebt Securities. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent will, at the written direction of the Company, apply an amount, out amount equal to the Redemption Amount of such Redemption Price, equal to the aggregate Redemption Amount with respect to the Pledged Notes Price to purchase from the Quotation Agent Agent, the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of Corporate UnitsType A Securities. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account in the manner specified herein for Pledged Debt Securities to secure the obligation of all Holders of Corporate Units Type A Securities to purchase PCS Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate UnitsType A Securities, in substitution for the Pledged NotesDebt Securities. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Notes Debt Securities, as provided in Articles Sections 2, 3, 4, 5 and 6, and any reference herein to the Notes shall be deemed to be reference to such Treasury Portfolio, and any reference herein to interest on the Notes Pledged Debt Securities shall be deemed to be a reference to distributions on such Treasury Portfolio.

Tax Event Redemption. Upon the occurrence of a Tax Event --------------------- Redemption of the Pledged Notes prior to the Purchase Contract Settlement Date, the aggregate Redemption Price payable on the Tax Event Redemption Date with respect to the Pledged Senior Notes shall be delivered to the Collateral Agent by the Note Trustee on or prior to 12:00 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 exchange for the Pledged Senior Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent will, at the written direction of the Company, apply an amount, out uot of such Redemption Price, equal to the aggregate Redemption Amount with respect to the Pledged Senior Notes to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of Corporate UnitsIncome PRIDES. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units Income PRIDES to purchase PCS Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate UnitsIncome PRIDES, in substitution for the Pledged Senior Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Senior Notes as provided in Articles 2II, 3III, 4IV, 5 V and 6VI, and any reference herein to the Senior Notes shall be deemed to be reference to such Treasury Portfolio, and an any reference herein to interest on the Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.

Tax Event Redemption. Upon the occurrence of a Tax Event --------------------- Redemption of the Pledged Notes prior to the Purchase Contract Settlement Date, the aggregate Redemption Price payable on the Tax Event Redemption Date with respect pursuant to the Pledged Notes shall be delivered to terms of the Collateral Agent by the Note Trustee on or prior to 12:00 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 exchange for the Pledged Notes. In the event the Collateral Agent receives such Redemption PricePledge Agreement, the Collateral Agent will, at the written direction of the Company, will apply an amount, out amount equal to the Redemption Amount of such Redemption Price, equal to the aggregate Redemption Amount with respect to the Pledged Notes Price to purchase from on behalf of the Quotation Agent Holders of Income PRIDES the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of Corporate Unitssuch Income PRIDES. The Treasury Portfolio will be substituted for the Pledged Debentures, and will be held by the Collateral Agent shall Transfer in accordance with the Treasury Portfolio to terms of the Collateral Account Pledge Agreement to secure the obligation of all Holders each Holder of Corporate Units an Income PRIDES to purchase PCS the Common Stock of the Company under the Purchase Contracts Contract constituting a part of such Corporate UnitsIncome PRIDES. Following the occurrence of a Tax Event Redemption prior to the Purchase Contract Settlement Date, in substitution for the Pledged Notes. Thereafter Holders of Income PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it the Holder of Income PRIDES and the Collateral Agent had in respect of the Pledged Notes Debentures, as the case may be, subject to the Pledge thereof as provided in Articles Sections 2, 3, 4, 5 and 66 of the Pledge Agreement, and any reference herein or in the Certificates to the Notes shall be deemed to be reference to such Treasury Portfolio, and any reference herein to interest on the Notes Debenture shall be deemed to be a reference to distributions on such Treasury Portfolio.Portfolio and any reference herein or in the Certificates to interest on the Debentures shall be deemed to be a reference to corresponding distributions on

Tax Event Redemption. Upon the occurrence of a Tax Event --------------------- Redemption of the Pledged Notes prior to a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or prior to the Purchase Contract Settlement Date, the aggregate Redemption Price payable on the Tax Event Redemption Date with respect to the Pledged Senior Notes shall be delivered to the Collateral Agent by the Senior Note Trustee on or prior to 12:00 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 exchange for the Pledged Senior Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent will, at the written direction of the Company, apply an amount, out of such Redemption Price, equal to the aggregate Redemption Amount with respect to the Pledged Senior Notes to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the any remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase PCS Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Senior Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Senior Notes as provided in Articles 2, 3, 4, 5 and 6, and any reference herein to the Senior Notes shall be deemed to be reference to such Treasury Portfolio, and any reference herein to interest on the Senior Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.

Tax Event Redemption. Upon the occurrence of a Tax Event --------------------- Redemption of the Pledged Notes prior to the Purchase Contract Settlement Date, the aggregate Redemption Price payable on the Tax Event Redemption Date with respect to the Pledged Senior Notes shall be delivered to the Collateral Agent by the Senior Note Trustee on or prior to 12:00 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 exchange for the Pledged Senior Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent will, at the written direction of the Company, apply an amount, out of such Redemption Price, equal to the aggregate Redemption Amount with respect to the Pledged Senior Notes to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase PCS Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Senior Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Senior Notes as provided in Articles 2, 3, 4, 5 and 6, and any reference herein to the Senior Notes shall be deemed to be reference to such Treasury Portfolio, and any reference herein to interest on the Senior Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.

Tax Event Redemption. Upon the occurrence of a Tax Event --------------------- Redemption prior to the earlier of a successful remarketing of the Pledged Notes prior to or the Stock Purchase Contract Settlement Date, the aggregate Redemption Price payable on the Tax Event Redemption Date with respect to the such Pledged Notes shall be delivered to the Collateral Agent by the Note Trustee on at or prior to 12:00 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 exchange for the Pledged Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent will, at the written direction of the Company, apply an amount, out of such Redemption Price, equal to the aggregate Tax Event Redemption Principal Amount with respect to the Pledged Notes to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Forward Purchase Contract Agent for payment to the Holders of Corporate Equity Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Equity Units to purchase PCS Common Stock of the Company under the Forward Purchase Contracts constituting a part of such Corporate Equity Units, in substitution for the Pledged Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Notes as provided in Articles 2II, 3III, 4IV, 5 V and 6VI, and any reference herein to the Notes shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on the Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.

Tax Event Redemption. Upon the occurrence of a Tax Event --------------------- Redemption of the Pledged Notes prior to the Forward Purchase Contract Settlement Date, the aggregate Redemption Price payable on the Tax Event Redemption Date with respect to the Pledged Notes shall be delivered to the Collateral Agent by the Note Trustee on or prior to 12:00 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 exchange for the Pledged Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent will, at the written direction of the Company, apply an amount, out of such Redemption Price, equal to the aggregate Redemption Amount with respect to the Pledged Notes to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Forward Purchase Contract Agent for payment to the Holders of Corporate UnitsUpper DECS. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units Upper DECS to purchase PCS Common Stock of the Company under the Forward Purchase Contracts constituting a part of such Corporate UnitsUpper DECS, in substitution for the Pledged Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Notes as provided in Articles 2II, 3III, 4IV, 5 V and 6VI, and any reference herein to the Notes shall be deemed to be reference to such Treasury Portfolio, and any reference herein to interest on the Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.

Tax Event Redemption. Upon the occurrence of a Tax Event --------------------- -------------------- Redemption of the Pledged Notes prior to a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or prior to the Purchase Contract Settlement Date, the aggregate Redemption Price payable on the Tax Event Redemption Date with respect to the Pledged Senior Notes shall be delivered to the Collateral Agent by the Senior Note Trustee on or prior to 12:00 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 exchange for the Pledged Senior Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent will, at the written direction of the Company, apply an amount, out of such Redemption Price, equal to the aggregate Redemption Amount with respect to the Pledged Senior Notes to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase PCS Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Pledged Senior Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Senior Notes as provided in Articles 2, 3, 4, 5 and 6, and any reference herein to the Senior Notes shall be deemed to be reference to such Treasury Portfolio, and any reference herein to interest on the Senior Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.

Tax Event Redemption. Upon the occurrence of a Tax Event --------------------- Redemption prior to a successful remarketing of the Pledged Notes prior to the Purchase Contract Settlement DateNotes, the aggregate Redemption Price payable on the Tax Event Redemption Date with respect to the such Pledged Notes shall be delivered to the Collateral Agent by the Note Trustee on at or prior to 12:00 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 exchange for the Pledged Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent will, at the written direction of the Company, apply an amount, out of such Redemption Price, equal to the aggregate Tax Event Redemption Principal Amount with respect to the Pledged Notes to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Forward Purchase Contract Agent for payment to the Holders of Corporate UnitsUpper DECS. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units Upper DECS to purchase PCS Common Stock of the Company under the Forward Purchase Contracts constituting a part of such Corporate UnitsUpper DECS, in substitution for the Pledged Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Notes as provided in Articles 2II, 3III, 4IV, 5 V and 6VI, and any reference herein to the Notes shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on the Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.

Tax Event Redemption. Upon the occurrence of a Tax Event --------------------- Redemption of the Pledged Notes prior to the Purchase Contract Settlement Date, the aggregate Redemption Price payable on the Tax Event Redemption Date with respect to the Pledged Notes Applicable Principal Amount of Debt Securities shall be delivered to the Collateral Agent by the Note Trustee on or prior to 12:00 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 exchange for the Pledged NotesDebt Securities. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent will, at the written direction of the Company, apply an amount, out amount equal to the Redemption Amount of such Redemption Price, equal to the aggregate Redemption Amount with respect to the Pledged Notes Price to purchase from the Quotation Agent Agent, the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of Corporate UnitsType A Securities. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account in the manner specified herein for Pledged Debt Securities to secure the obligation of all Holders of Corporate Units Type A Securities to purchase PCS Common Stock Shares of the Company under the Purchase Contracts constituting a part of such Corporate UnitsType A Securities, in substitution for the Pledged NotesDebt Securities. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Notes Debt Securities, as provided in Articles Sections 2, 3, 4, 5 and 6, and any reference herein to the Notes shall be deemed to be reference to such Treasury Portfolio, and any reference herein to interest on the Notes Pledged Debt Securities shall be deemed to be a reference to distributions on such Treasury Portfolio.

Tax Event Redemption. Upon the occurrence of a Tax Event --------------------- Redemption of the Pledged Notes prior to the Second Purchase Contract Settlement Date, the aggregate Collateral Agent will, upon the written instruction of the Purchase Contract Agent, deliver the Applicable Principal Amount of Pledged Debt Securities to the Trustee in exchange for the Redemption Price therefor payable on the Tax Event Redemption Date with respect to the Pledged Notes shall be delivered to the Collateral Agent by the Note Trustee on or prior to 12:00 12:30 p.m., New York City time, such Redemption Price to be 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 exchange for the Pledged NotesAgent. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent will, at the written direction of the Company, apply an amount, out amount equal to the Redemption Amount of such Redemption Price, equal to the aggregate Redemption Amount with respect to the Pledged Notes Price to purchase from the Quotation Agent Agent, the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of Corporate UnitsIncome PRIDES. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account in the manner specified herein for Pledged Debt Securities to secure the obligation of all Holders of Corporate Units Income PRIDES to purchase PCS Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate UnitsIncome PRIDES, in substitution for the Pledged NotesDebt Securities. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Notes Debt Securities, as provided in Articles Sections 2, 3, 4, 5 and 6, and any reference herein to the Notes shall be deemed to be reference to such Treasury Portfolio, and any reference herein to interest on the Notes Pledged Debt Securities shall be deemed to be a reference to distributions on such Treasury Portfolio.

Tax Event Redemption. Upon the occurrence of a Tax Event --------------------- Redemption prior to a successful remarketing of the Pledged Notes prior to the Purchase Contract Settlement DateNotes, the aggregate Redemption Price payable on the Tax Event Redemption Date with respect to the such Pledged Notes shall be delivered to the Collateral Agent by the Note Trustee on at or prior to 12:00 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 exchange for the Pledged Notes. In the event the Collateral Agent receives such Redemption Price, the Collateral Agent will, at the written direction of the Company, apply an amount, out of such Redemption Price, equal to the aggregate Redemption Amount with respect to the Pledged Notes to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Forward Purchase Contract Agent for payment to the Holders of Corporate UnitsUpper DECS. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units Upper DECS to purchase PCS Common Stock of the Company under the Forward Purchase Contracts constituting a part of such Corporate UnitsUpper DECS, in substitution for the Pledged Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Notes as provided in Articles 2II, 3III, 4IV, 5 V and 6VI, and any reference herein to the Notes shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on the Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.