Common use of Termination Event Clause in Contracts

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, the Property Trustee or any of the Administrative Trustees of the Issuer Trust that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Pledged Notes; (ii) the Proceeds of the SunTrust Bank Deposit; and (iii) any Pledged Treasury Securities, to the Property Trustee, free and clear of 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 Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.04, the Property Trustee or any of the Administrative Trustees shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, 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 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 (A) the Property Trustee or any of the Administrative Trustees shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.04, then the Property Trustee shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or (ii) commence an action or proceeding like that described in Section 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, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i1) any Pledged Senior Deferrable Notes; (ii) the Proceeds of the SunTrust Bank Deposit; and (iii2) any Pledged Treasury Securities, to the Property TrusteePurchase Contract Agent for the benefit of the Holders for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge any lien, pledge or security interest or other interest 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 Notes, Senior Deferrable Notes or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.045.4, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 5.4, 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 (A) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Senior Deferrable Notes, all the Pledged Treasury Securities, Permitted Investments, Securities or the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.045.4, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s 's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer transfer of all Pledged Notes, Senior Deferrable Notes or all the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.045.4; or (ii2) commence an action or proceeding like that described in Section 6.04(b)(iclause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredand identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) Notes or Pledged Treasury Consideration, as the Proceeds case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Normal Units and the Stripped Units, to the Property Trusteerespectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Pledge created Collateral Agent hereby. (b) If such Termination Event shall result from the Company’s 's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason fail be prohibited from promptly to effectuate effectuating the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (i) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) Capital Securities or Pledged Treasury Consideration, as the Proceeds case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; Holders of the Normal Units and (iii) any Pledged Treasury Securities, subject to Section 3.1(ii), of the Property TrusteeStripped Units, respectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 NotesCapital Securities, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any Consideration or of the foregoingPledged Treasury Securities, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i) use its best efforts attempt to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesCapital Securities, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged NotesCapital Securities, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredand identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) Notes or Pledged Treasury Consideration, as the Proceeds case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Normal Units and the Stripped Units, to the Property Trusteerespectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Pledge created 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 Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.03, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent, shall: (i) use its best efforts to obtain obtain, at the expense of the Company, an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding the Company being the debtor in as a result of such a bankruptcy caseevent, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 6.04 4.03 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 (A) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.03, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court 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 transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.044.03; or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (i)(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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) Debentures or Pledged Treasury Consideration, as the Proceeds case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Normal Units and the Stripped Units, to the Property Trusteerespectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Pledge created Collateral Agent hereby. (b) If such Termination Event shall result from the Company’s 's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail be unable to promptly to effectuate the release and Transfer of all Pledged NotesDebentures, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any Consideration or of the foregoingPledged Treasury Securities, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesDebentures, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged NotesDebentures, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Transfer any Pledged Debt Securities Intermediary to Transfer: (or, if (i) any Pledged Notes; a Tax Event Redemption or (ii) the Proceeds a successful remarketing of the SunTrust Bank Deposit; and (iiiDebt Securities, as the case may be, has occurred, the Pledged Applicable Ownership Interest in a Treasury Portfolio) any and Pledged Treasury Securities, Securities to the Property TrusteePurchase Contract Agent for the benefit of the Holders of the Income PRIDES and the Growth PRIDES, respectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 NotesDebt Securities, the Pledged Applicable Ownership Interest in a Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, any Holder may, and the Property Trustee Purchase Contract Agent shall, upon receipt from the Holders of reasonable security or any of indemnity against the Administrative Trustees shall: 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, notwithstanding 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 6.04 4.3, 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 (Ay) any such Holder or the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesDebt Securities, the Pledged Applicable Ownership Interest in a Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then any Holder may, and the Property Trustee shall Purchase Contract Agent shall, within fifteen calendar 15 days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged NotesDebt Securities, the Pledged Applicable Ownership Interest in a Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 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 Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) , Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Proceeds Treasury Portfolio, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Normal Units and the Stripped Units, to the Property Trusteerespectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i1) any Pledged Notes; (ii) the Proceeds of the SunTrust Bank DepositPreferred Stock; and (iii2) any Pledged Treasury Securities, Securities to the Property TrusteePurchase Contract Agent for the benefit of the Holders, for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge any lien, pledge or security interest or other interest 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 Notes, Preferred Stock or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.045.4, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 5.4, 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 (A) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesPreferred Stock, all the Pledged Treasury Securities, Permitted Investments, Securities or the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.045.4, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s 's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer transfer of all Pledged Notes, Preferred Stock or all the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.045.4; or (ii2) commence an action or proceeding like that described in Section 6.04(b)(iclause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, Company or the Property Trustee or any of Stock Purchase Contract Agent in the Administrative Trustees of the Issuer Trust Form set forth in Exhibit H that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Pledged Notes;Trust Preferred Securities or Security Entitlements with respect thereto; and (ii) the Proceeds of the SunTrust Bank Deposit; and (iii) any Pledged Treasury Securities, Securities to the Property TrusteeStock Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of 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 NotesTrust Preferred Securities, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit Securities and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.045.4, the Property Trustee or any of the Administrative Trustees Stock Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, 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 6.04 5.4 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 (A) the Property Trustee or any of the Administrative Trustees Stock Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesTrust Preferred Securities, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit Securities and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.045.4, then the Property Trustee Stock Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 NotesTrust Preferred Securities, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit Securities and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.045.4; or (ii) commence an action or proceeding like that described in Section 6.04(b)(i5.4(b)(i) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredand identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) Notes or Pledged Treasury Consideration, as the Proceeds case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Normal Units and the Stripped Units, to the Property Trusteerespectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Pledge created Collateral Agent hereby. (b) If such Termination Event shall result from the Company’s 's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason fail be prohibited from promptly to effectuate effectuating the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i) use its reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (i) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) , Pledged Treasury Consideration or Pledged Applicable Ownership Interests in the Proceeds Treasury Portfolio, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Equity Security Units and the Stripped Units, to the Property Trusteerespectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio, or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i) use its best efforts to obtain obtain, at the expense of the Company, an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company’s 's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.044.3; or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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, the Property Trustee or any of the Administrative Trustees of the Issuer Trust that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Pledged Notes; (ii) the Proceeds of the SunTrust U.S. Bank Deposit; and (iii) any Pledged Treasury Securities, to the Property Trustee, free and clear of 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 Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust U.S. Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.04, the Property Trustee or any of the Administrative Trustees shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, 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 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 (A) the Property Trustee or any of the Administrative Trustees shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust U.S. Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.04, then the Property Trustee shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust U.S. Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or (ii) commence an action or proceeding like that described in Section 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, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Transfer any Pledged Debt Securities Intermediary to Transfer: (or, if (i) any Pledged Notes; a Tax Event Redemption or (ii) the Proceeds a successful remarketing of the SunTrust Bank Deposit; and (iiiDebt Securities, as the case may be, has occurred, the Pledged Applicable Ownership Interest in a Treasury Portfolio) any and Pledged Treasury Securities, Securities to the Property TrusteePurchase Contract Agent for the benefit of the Holders of the Corporate Units and the Treasury Units, respectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 NotesDebt Securities, the Pledged Applicable Ownership Interest in a Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, any Holder may, and the Property Trustee Purchase Contract Agent shall, upon receipt from the Holders of reasonable security or any of indemnity against the Administrative Trustees shall: 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, notwithstanding 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 6.04 4.3, 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 (Ay) any such Holder or the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesDebt Securities, the Pledged Applicable Ownership Interest in a Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then any Holder may, and the Property Trustee shall Purchase Contract Agent shall, within fifteen calendar 15 days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged NotesDebt Securities, the Pledged Applicable Ownership Interest in a Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 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 Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Transfer any Pledged Debt Securities Intermediary to Transfer: (or, if (i) any Pledged Notes; a Special Event Redemption or (ii) the Proceeds a successful remarketing of the SunTrust Bank Deposit; and (iii) Debt Securities, as the case may be, has occurred, any Pledged Applicable Ownership Interests in a Treasury Securities, Portfolio) and Pledged Treasury Securities to the Property TrusteePurchase Contract Agent for the benefit of the Holders of the Income PRIDES and the Growth PRIDES, respectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 NotesDebt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, any Holder may, and the Property Trustee Purchase Contract Agent shall, upon receipt from the Holders of reasonable security or any of indemnity against the Administrative Trustees shall: 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, notwithstanding 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 6.04 4.3, 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 (Ay) any such Holder or the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesDebt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then any Holder may, and the Property Trustee shall Purchase Contract Agent shall, within fifteen calendar 15 days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged NotesDebt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 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 Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; Debt Securities (iior the Applicable Ownership Interest in the Treasury Portfolio if a Tax Event Redemption has occurred) and Pledged Treasury Securities to the Proceeds Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Income PRIDES and the Growth PRIDES, to the Property Trusteerespectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 NotesDebt Securities, the Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee Purchase Contract Agent shall, upon receipt from the Holders of reasonable security or any of indemnity against the Administrative Trustees shall: costs, expenses and liabilities which might be incurred by it in compliance with this paragraph, (i) use its reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesDebt Securities, the Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged NotesDebt Securities, the Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 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 Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; Senior Notes (ii) or the Proceeds Applicable Ownership Interest of the SunTrust Bank Deposit; and (iiiTreasury Portfolio if a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has occurred) any and Pledged Treasury Securities, Securities to the Property TrusteePurchase Contract Agent for the benefit of the Holders of the Corporate Units and the Treasury Units, respectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 Senior Notes, the Treasury Portfolio or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees shall: Purchase Contract Agent shall (i) use its best reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Senior Notes, the Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged Senior Notes, the Treasury Portfolio or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer:: (1 any Pledged Shares; and (i) any Pledged Notes;Treasury Securities (ii) to the Proceeds Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders, for distribution to the Property Trusteesuch Holders in accordance with their respective interests, free and clear of the Pledge any lien, pledge or security interest or other interest 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 Notes, Shares or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.045.4, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 5.4, 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 (A) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesShares, all the Pledged Treasury Securities, Permitted Investments, Securities or the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.045.4, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s 's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer transfer of all Pledged Notes, Shares or all the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.045.4; or (ii) commence an action or proceeding like that described in Section 6.04(b)(iclause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; Notes (iior the Pledged Applicable Ownership Interest in the Treasury Portfolio if the Company has notified the Collateral Agent that a Tax Event Redemption, a Successful Initial Remarketing or a Successful Secondary Remarketing has occurred) and Pledged Treasury Securities to the Proceeds Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Holders of the Corporate Units and the Treasury SecuritiesUnits, to the Property Trusteerespectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 Notes, the Treasury Portfolio or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i) use its reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, the Pledged Applicable Interest in the Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged Notes, the Pledged Applicable Interest in the Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(i) hereof above within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Stock Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfercredit: (i) any Pledged NotesDebt Securities or security entitlements with respect thereto; (ii) the Proceeds of the SunTrust Bank Depositany Pledged Treasury Securities or security entitlements with respect thereto; and (iii) any Pledged Treasury Securitiespayments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.6, to the Property TrusteeStock Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby, subject to Section 11.11(iii). (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 NotesDebt Securities, Pledged Treasury Securities, Securities and payments by Holders (or the Permitted Investments, the SunTrust Bank Deposit 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 6.045.5, the Property Trustee or any of the Administrative Trustees Stock Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, 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 6.04 5.5 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 (A) the Property Trustee or any of the Administrative Trustees Stock Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesDebt Securities, Pledged Treasury Securities, Securities and the payments by Holders (or the Permitted Investments, the SunTrust Bank Deposit 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 6.045.5, then the Property Trustee shall Stock Purchase Contract Agent shall, upon receipt of instructions in accordance with the Stock Purchase Contract Agreement, within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 NotesDebt Securities, Pledged Treasury Securities, Securities and the payments by Holders (or the Permitted Investments, the SunTrust Bank Deposit Investments of such payments) pursuant to Section 5.6 and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.045.5; or (ii) upon receipt of instructions in accordance with the Stock Purchase Contract Agreement, commence an action or proceeding like that described in Section 6.04(b)(i5.5(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, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: transfer any (i1) any Pledged Notes; , (ii2) Pledged Applicable Ownership Interest in the Proceeds of the SunTrust Bank Deposit; and Treasury Portfolio or (iii3) any Pledged Treasury Securities, as the case may be, to the Property TrusteePurchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 to promptly to effectuate the release and Transfer transfer of all Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i) use its best efforts to obtain at the expense of the Company an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer transfer of all Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 4.3, or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) Preferred Securities and Pledged Treasury Securities to the Proceeds Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Income PRIDES and the Growth PRIDES, to the Property Trusteerespectively, free and clear of the Pledge any lien, pledge or security interest 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 immediately to effectuate the release and Transfer transfer of all Pledged Notes, Preferred Securities or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees shall: Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer transfer of all Pledged Notes, Preferred Securities or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or (ii) commence an action or proceeding like that described in Section 6.04(b)(i) hereof within ten days after the occurrence of such Termination Event.the

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer 12 any Pledged Notes; (ii) Preferred Securities and Pledged Treasury Securities to the Proceeds Purchase Contract Agent for distribution to the Holders of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesIncome PRIDES and the Growth PRIDES, to the Property Trusteerespectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 Notes, Preferred Securities or of all Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees shall: Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Preferred Securities or of all Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged Notes, Preferred Securities or of all Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) , Pledged Applicable Ownership Interest in the Proceeds Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Equity Security Units and the Stripped Equity Security Units, to the Property Trusteerespectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i) use its best efforts to obtain at the expense of the Company an opinion of a nationally recognized law firm counsel reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee shall Purchase Contract Agent shall, at the Company's expense and within fifteen calendar days after the occurrence of such Termination Event Event, commence an action or proceeding in the court having 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 transfer of all Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) , Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Proceeds Treasury Portfolio, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Normal Units and the Stripped Units, to the Property Trusteerespectively, free and clear of the Pledge 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 Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar 15 days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i1) any Pledged NotesPreferred Securities or the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio (if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the PEPS Units) or the Pledged Debentures (if the Trust has been liquidated, and the Debentures or security entitlements thereto have become a component of the PEPS Units); (ii) the Proceeds of the SunTrust Bank Deposit; and (iii2) any Pledged Treasury Securities, and (3) payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.5 hereof, to the Property TrusteePurchase Contract Agent for the benefit of the Holders for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge any lien, pledge or security interest or other interest 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 NotesPreferred Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Debentures, the Pledged Treasury Securities, Securities or payments by Holders (or the Permitted Investments, the SunTrust Bank Deposit and Proceeds Investments of any of the foregoingsuch payments) pursuant to Section 5.5 hereof, as the case may be, as provided by this Section 6.045.4, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 5.4, 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 (A) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Preferred Securities, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged NotesDebentures, the Pledged Treasury Securities, the payments by Holders or the Permitted Investments, Investments of such payments pursuant to Section 5.5 hereof or the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.045.4, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court 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 NotesPreferred Securities, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged Debentures, the Pledged Treasury Securities, or the payments by Holders or the Permitted Investments, the SunTrust Bank Deposit and Proceeds Investments of any of the foregoingsuch payments pursuant to Section 5.5 hereof, or as the case may be, as provided by this Section 6.045.4; or (ii2) commence an action or proceeding like that described in Section 6.04(b)(iclause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Transfer any Pledged Debt Securities Intermediary to Transfer: (or, if (i) any Pledged Notes; a Tax Event Redemption or (ii) the Proceeds a successful remarketing of the SunTrust Bank Deposit; and (iiiSeries K Notes or Series L Notes, as the case may be, has occurred, the Pledged Applicable Ownership Interest in a Treasury Portfolio) any and Pledged Treasury Securities, Securities to the Property TrusteePurchase Contract Agent for the benefit of the Holders of the Corporate Units and the Treasury Units, respectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 NotesDebt Securities, Pledged Applicable Ownership Interest in a Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, any Holder may, and the Property Trustee Purchase Contract Agent shall, upon receipt from the Holders of reasonable security or any of indemnity against the Administrative Trustees shall: 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, notwithstanding 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 6.04 4.3, 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 (Ay) any such Holder or the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesDebt Securities, Pledged Applicable Ownership Interest in a Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then any Holder may, and the Property Trustee shall Purchase Contract Agent shall, within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged NotesDebt Securities, a Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 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 Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) Capital Securities or Pledged Treasury Consideration, as the Proceeds case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Normal Units and the Stripped Units, to the Property Trusteerespectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 NotesCapital Securities, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any Consideration or of the foregoingPledged Treasury Securities, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees shall: Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.04, then the Property Trustee shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or (ii) commence an action or proceeding like that described in Section 6.04(b)(i) hereof within ten days after the occurrence of such Termination Event.such

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) Preferred Securities and Pledged Treasury Securities to the Proceeds Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Income PRIDES and the Growth PRIDES, to the Property Trusteerespectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 Notes, Preferred Securities or of all Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees shall: Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Preferred Securities or of all Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged Notes, Preferred Securities or of all Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; Senior Notes (ii) the Proceeds or Applicable Ownership Interest of the SunTrust Bank Deposit; and (iiiTreasury Portfolio if a Tax Event Redemption or a Successful Initial Remarketing has occurred) any and Pledged Treasury Securities, Securities to the Property TrusteePurchase Contract Agent for the benefit of the Holders of the Income PRIDES and the Growth PRIDES, respectively, free and clear of the Pledge any lien, pledge or security interest or other interest created hereby. (b) . If such Termination Event shall result from the Company’s '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 Senior Notes, the Treasury Portfolio or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees shall: Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm practicing law in the applicable jurisdiction to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Senior Notes, the Treasury Portolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company’s 's case under the Bankruptcy Code any such applicable bankruptcy laws seeking an order requiring the Collateral Agent to effectuate the release and Transfer transfer of all Pledged Senior Notes, the Treasury Portfolio or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i1) any Pledged Notes;Notes or security entitlements with respect thereto, (ii) the Proceeds of the SunTrust Bank Deposit; and (iii2) any Pledged Treasury Securities, and (3) any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Property TrusteePurchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of 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 Notes, Pledged Treasury Securities, Securities and payments by Holders (or the Permitted Investments, the SunTrust Bank Deposit 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 6.045.04, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, 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 6.04 5.04, 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 (A) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Securities and the payments by Holders (or the Permitted Investments, the SunTrust Bank Deposit 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 6.045.04, then the Property Trustee Purchase Contract Agent shall within fifteen calendar 15 days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s 's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer transfer of all Pledged Notes, Pledged Treasury Securities, Securities and the payments by Holders (or the Permitted Investments, the SunTrust Bank Deposit 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 6.045.04; orand (ii2) commence an action or proceeding like that described in Section 6.04(b)(iclause 5.04(b)(i) hereof within ten fifteen days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) , Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Proceeds Treasury Portfolio, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Upper DECS and the Stripped DECS, to the Property Trusteerespectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i) use its best efforts to obtain at the expense of the Company an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or written notice from the Property Trustee or any of Purchase Contract Agent that has been confirmed in writing by the Administrative Trustees of the Issuer Trust Company that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) Fixed-Share Rights, Pledged Ownership Interest in the Proceeds Treasury Strips, Pledged Common Stock or Pledged Merger Consideration to the Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury Holders of the Securities, to the Property Trusteeas applicable, free and clear of the Pledge 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 Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may beCollateral, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall, in its sole discretion, either: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent addressed to the Company and the Collateral Agent to the effect that, notwithstanding 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 6.04 and 4.3, and, if such opinion is obtained, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, Collateral as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar 15 days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company’s 's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may beCollateral, as provided by this Section 6.04; 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) Capital Securities or Pledged Treasury Consideration, as the Proceeds case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Normal Units and the Stripped Units, to the Property Trusteerespectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 NotesCapital Securities, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any Consideration or of the foregoingPledged Treasury Securities, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees shall: Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesCapital Securities, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or (ii) commence an action or proceeding like that described in Section 6.04(b)(i) hereof within ten days after the occurrence of such Termination Event.the

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, Company and the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; Senior Notes (ii) or the Proceeds Pledged Applicable Ownership Interest of the SunTrust Bank Deposit; and (iiiTreasury Portfolio, if a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has occurred) any and Pledged Treasury Securities, Securities to the Property TrusteePurchase Contract Agent for the benefit of the Holders of the Corporate Units and the Treasury Units, respectively, free and clear of the Pledge any lien, pledge or security interest or other interest created hereby. (b) . 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 '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 Senior Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees shall: Purchase Contract Agent shall (i) use its best reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged Senior Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; Notes (ii) or the Proceeds Applicable Ownership Interest of the SunTrust Bank Deposit; and (iiiTreasury Portfolio if a Tax Event Redemption or Successful Remarketing has occurred) any and Pledged Treasury Securities, Securities to the Property TrusteePurchase Contract Agent for the benefit of the Holders of the Corporate Units and the Treasury Units, respectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 Notes, the Treasury Portfolio or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees shall: Purchase Contract Agent shall (i) use its best reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 and 4.3, and, if it is able to obtain such opinion, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, the Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction with jurisdic tion of the Company’s 's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer transfer of all Pledged Notes, the Treasury Portfolio or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i1) any Pledged Notes; (ii) the Proceeds of the SunTrust Bank Deposit; Debentures, and (iii2) any Pledged Treasury Securities, Securities to the Property TrusteePurchase Contract Agent for the benefit of the Holders, for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge any lien, pledge or security interest or other interest created herebyby this Agreement. (b) If such Termination Event shall result from the Company’s Company s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes, Debentures and Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, Securities as provided by this Section 6.045.4, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 5.4, 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 (A) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all the Pledged NotesDebentures, all the Pledged Treasury Securities, Permitted Investments, Securities or the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.045.4, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court 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 transfer of all the Pledged NotesDebentures, all the Pledged Treasury Securities, Permitted Investments, and the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.045.4; or (ii2) commence an action or proceeding like that described in Section 6.04(b)(i5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Forward Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) , Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Proceeds Treasury Portfolio, as the case may be, and Pledged Treasury Securities to the Forward Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Equity Units and the Stripped Units, to the Property Trusteerespectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees Forward Purchase Contract Agent shall: (i) use its best efforts to obtain obtain, at the expense of the Company, an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Forward Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Forward Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company’s 's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) Preferred Shares and Pledged Treasury Securities to the Proceeds Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Income PRIDES and the Growth PRIDES, to the Property Trusteerespectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 Notes, Preferred Shares or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees shall: Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Preferred Shares or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged Notes, Preferred Shares or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Forward Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) , Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Proceeds Treasury Portfolio, as the case may be, and Pledged Treasury Securities to the Forward Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Upper DECS and the Stripped DECS, to the Property Trusteerespectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees Forward Purchase Contract Agent shall: (i) use its best efforts to obtain at the expense of the Company an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Forward Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Forward Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company’s 's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 TECO or the Company, the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Transfer all Pledged Notes; (ii) the Proceeds of the SunTrust Bank Deposit; and (iii) any Trust Preferred Securities, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, to the Property TrusteePurchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of the Pledge created hereby. (b) any lien, pledge or encumbrance. If such Termination Event shall result from the Company’s TECO'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 NotesTrust Preferred Securities, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees shall: Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding the Company as a result of 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesTrust Preferred Securities, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company’s TECO's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of transfer all Pledged NotesTrust Preferred Securities, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(iclause (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, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i1) any Pledged Notes;Preferred Securities or the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio (if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Corporate PIES) or the Pledged Debentures (if the Trust has been liquidated, and the Debentures or security entitlements thereto have become a component of the Corporate PIES); or (ii) the Proceeds of the SunTrust Bank Deposit; and (iii2) any Pledged Treasury Securities, Securities to the Property TrusteePurchase Contract Agent for the benefit of the Holders, for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge any lien, pledge or security interest or other interest 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 NotesPreferred Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Debentures or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.045.4, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 5.4, 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 (A) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesPreferred Securities, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged Debentures or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.045.4, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court 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 NotesPreferred Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged Debentures or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.045.4; or (ii2) commence an action or proceeding like that described in Section 6.04(b)(iclause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) Notes or Pledged Treasury Consideration, as the Proceeds case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Normal Units and the Stripped Units, to the Property Trusteerespectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Pledge created Collateral Agent hereby. (b) If such Termination Event shall result from the Company’s 's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason fail be unable to promptly to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i) use its reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (i) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i1) any Pledged Notes; Preferred Securities or the Applicable Ownership Interest (iias specified in clause (A) the Proceeds of the SunTrust Bank Depositdefinition of such term) of the Treasury Portfolio (if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Corporate PIES) or the Pledged Debentures (if the Trust has been liquidated, and the Debentures or security entitlements thereto have become a component of the Corporate PIES); and (iii2) any Pledged Treasury Securities, Securities to the Property TrusteePurchase Contract Agent for the benefit of the Holders, for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge any lien, pledge or security interest or other interest 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 NotesPreferred Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Debentures or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.045.4, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 5.4, 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 (A) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesPreferred Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged Debentures, all the Pledged Treasury Securities, Permitted Investments, Securities or the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.045.4, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court 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 NotesPreferred Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged Debentures or all the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.045.4; or (ii2) commence an action or proceeding like that described in Section 6.04(b)(iclause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent ------------------ of written notice from the Company, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; Notes (ii) or the Proceeds Applicable Ownership Interest of the SunTrust Bank Deposit; and (iiiTreasury Portfolio if a Tax Event Redemption, Successful Initial Remarketing or Successful Subsequent Remarketing has occurred) any and Pledged Treasury Securities, Securities to the Property TrusteePurchase Contract Agent for the benefit of the Holders of the Corporate Units and the Treasury Units, respectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 Notes, the Treasury Portfolio or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees shall: Purchase Contract Agent shall (i) use its best reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 and 4.3, and, if it is able to obtain such opinion, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, the Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged Notes, the Treasury Portfolio or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Forward Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; Notes (ii) or the Proceeds Applicable Ownership Interest of the SunTrust Bank Deposit; and (iiiTreasury Portfolio if a Tax Event Redemption or a Successful Initial Remarketing has occurred) any and Pledged Treasury Securities, Securities to the Property TrusteeForward Purchase Contract Agent for the benefit of the Holders of the Upper DECS and the Stripped DECS, respectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 Notes, the Treasury Portfolio or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees shall: Forward Purchase Contract Agent shall (i) use its best reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Forward Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, the Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Forward Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged Notes, the Treasury Portfolio or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Forward Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) , Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Proceeds Treasury Portfolio, as the case may be, and Pledged Treasury Securities to the Forward Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Upper DECS and the Stripped DECS, to the Property Trusteerespectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees Forward Purchase Contract Agent shall: (i) use its best efforts to obtain obtain, at the expense of the Company, an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Forward Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Forward Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company’s 's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Forward Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; Preferred Stock (iior Pledged Portfolio Interests if a Special Event Redemption has occurred) and Pledged Treasury Securities to the Proceeds Forward Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Income PRIDES and the Growth PRIDES, to the Property Trusteerespectively, free and clear of the Pledge any lien, pledge or security interest or other interest created hereby. (b) . If such Termination Event shall result from the Company’s '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 NotesPreferred Stock, the Pledged Portfolio Interests or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees shall: Forward Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm practicing law in the applicable jurisdiction to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Forward Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesPreferred Stock, the Pledged Portfolio Interests or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Forward Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company’s 's case under the Bankruptcy Code any such applicable bankruptcy laws seeking an order requiring the Collateral Agent to effectuate the release and Transfer transfer of all Pledged NotesPreferred Stock, the Pledged Portfolio Interests or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Pledged NotesDebentures or Pledged Treasury Portfolio or security entitlements with respect thereto; (ii) the Proceeds of the SunTrust Bank Depositany Pledged Treasury Securities or security entitlements with respect thereto; and (iii) any Pledged Treasury Securitiespayments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.5, to the Property TrusteePurchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of 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 NotesDebentures, the Pledged Treasury SecuritiesPortfolio, any Pledged Treasury Securities and payments by Holders (or the Permitted Investments, the SunTrust Bank Deposit 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 6.045.4, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, 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 6.04 5.4 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 (A) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar 10 days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesDebentures, the Pledged Treasury SecuritiesPortfolio, all Pledged Treasury Securities and the payments by Holders (or the Permitted Investments, the SunTrust Bank Deposit 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 6.045.4, then the Property Trustee shall Purchase Contract Agent shall, upon receipt of instructions in accordance with the Purchase Contract Agreement, within fifteen calendar 15 days after the occurrence of such Termination Event commence an action or proceeding in the court 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 NotesDebentures, the Pledged Treasury SecuritiesPortfolio, all Pledged Treasury Securities and the payments by Holders (or the Permitted Investments, the SunTrust Bank Deposit 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 6.045.4; or (ii) upon receipt of instructions in accordance with the Purchase Contract Agreement, commence an action or proceeding like that described in Section 6.04(b)(i5.4(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, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Pledged NotesNotes or security entitlements with respect thereto or Pledged Applicable Ownership Interests (if the Treasury Portfolio has become a component of the Corporate MEDS as a result of a Successful Initial Remarketing, Successful Interim Remarketing or a Tax Event Redemption); (ii) the Proceeds of the SunTrust Bank Deposit; and (iii) any Pledged Treasury Securities, and (iii) payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Property TrusteePurchase Contract Agent for the benefit of the Holders for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge 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 '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 Notes, the Pledged Applicable Ownership Interests, the Pledged Treasury Securities, Securities or payments by Holders (or the Permitted Investments, the SunTrust Bank Deposit and Proceeds Investments of any of the foregoingsuch payments) pursuant to Section 5.05 hereof, as the case may be, as provided by this Section 6.045.04, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 5.04, 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 (A) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted InvestmentsApplicable Ownership Interests, the SunTrust Bank Deposit Pledged Treasury Securities 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 6.045.04, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s 's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer transfer of all Pledged Notes, Pledged Applicable Ownership Interests, the Pledged Treasury Securities, or the payments by Holders (or the Permitted Investments, the SunTrust Bank Deposit and Proceeds Investments of any of the foregoingsuch payments) pursuant to Section 5.05 hereof, or as the case may be, as provided by this Section 6.045.04; or (ii) commence an action or proceeding like that described in Section 6.04(b)(iclause 5.04(b)(i) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, the Property Trustee or any of the Administrative Trustees of the Issuer Trust that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Pledged Notes; (ii) the Proceeds of the SunTrust Bank Wachovia Deposit; and (iii) any Pledged Treasury Securities, to the Property Trustee, free and clear of 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 Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Wachovia Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.04, the Property Trustee or any of the Administrative Trustees shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, 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 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 (A) the Property Trustee or any of the Administrative Trustees shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Wachovia Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.04, then the Property Trustee shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Wachovia Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or (ii) commence an action or proceeding like that described in Section 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, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; Preferred Securities (ii) or the Proceeds Applicable Ownership Interest of the SunTrust Bank Deposit; and (iiiTreasury Portfolio if a Tax Event Redemption has occurred) any and Pledged Treasury Securities, Securities to the Property TrusteePurchase Contract Agent for the benefit of the Holders of the Income PRIDES and the Growth PRIDES, respectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 NotesPreferred Securities, the Treasury Portfolio or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees shall: Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesPreferred Securities, of the Treasury Portfolio or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or (ii) commence an action or proceeding like that described in Section 6.04(b)(i) hereof within ten days after the occurrence of such Termination Event.then

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Transfer all Pledged Notes; (ii) the Proceeds of the SunTrust Bank Deposit; and (iii) any Trust Preferred Securities, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, to the Property TrusteePurchase Contract Agent for the benefit of the Holders of the Normal Units and the Stripped Units, respectively, free and clear of the Pledge created hereby. (b) any lien, pledge or encumbrance. 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 NotesTrust Preferred Securities, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any Consideration or of the foregoingPledged Treasury Securities, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees shall: Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesTrust Preferred Securities, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged NotesTrust Preferred Securities, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(iclause (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, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i1) any Pledged Notes; (ii) the Proceeds of the SunTrust Bank Deposit; Debentures, and (iii2) any Pledged Treasury Securities, Securities to the Property TrusteePurchase Contract Agent for the benefit of the Holders, for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge any lien, pledge or security interest or other interest created herebyby this Agreement. (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 Notes, Debentures and Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, Securities as provided by this Section 6.045.4, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 5.4, 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 (A) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all the Pledged NotesDebentures, all the Pledged Treasury Securities, Permitted Investments, Securities or the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.04, then the Property Trustee shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or (ii) commence an action or proceeding like that described in Section 6.04(b)(i) hereof within ten days after the occurrence of such Termination Event.Proceeds

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i1) any Pledged Notes; (ii) the Proceeds of the SunTrust Bank Deposit; and (iii2) any Pledged Treasury Securities, to the Property TrusteePurchase Contract Agent for the benefit of the Holders for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge any lien, pledge or security interest or other interest 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 Notes, Notes or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.045.4, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 5.4, 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 (A) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, all the Pledged Treasury Securities, Permitted Investments, Securities or the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.045.4, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s 's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer transfer of all Pledged Notes, Notes or all the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.045.4; or (ii2) commence an action or proceeding like that described in Section 6.04(b)(iclause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) Capital Securities or Pledged Treasury Consideration, as the Proceeds case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Normal Units and the Stripped Units, to the Property Trusteerespectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 NotesCapital Securities, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any Consideration or of the foregoingPledged Treasury Securities, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees shall: Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Capital Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.04, then the Property Trustee shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or (ii) commence an action or proceeding like that described in Section 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, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: Transfer any Debentures underlying Pledged Applicable Ownership Interests in Debentures (or, if (i) any Pledged Notes; a Special Event Redemption if the proceeds thereof were used to acquire the Treasury Portfolio in accordance with the Purchase Contract Agreement, (ii) a Mandatory Redemption if the Proceeds of proceeds thereof were used to acquire the SunTrust Bank Deposit; and Treasury Portfolio in accordance with the Purchase Contract Agreement or (iii) any a Successful Remarketing, as the case may be, has occurred, the Pledged Applicable Ownership Interests in the Treasury Portfolio) and Pledged Treasury Securities, Securities to the Property TrusteePurchase Contract Agent for the benefit of the Holders of the Corporate Units and the Treasury Units, respectively, free and clear of the Pledge any lien, pledge or security interest or other interest created hereby. (b) . DB 1/ 148045215.3 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 NotesApplicable Ownership Interests in Debentures, the Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, any Holder may, and the Property Trustee Purchase Contract Agent shall, upon receipt from the Holders of security or any of indemnity satisfactory to it against the Administrative Trustees shall: 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, notwithstanding 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 6.04 4.3, 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 (A) any such Holder or the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesApplicable Ownership Interests in Debentures, the Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then any Holder may, and the Property Trustee Purchase Contract Agent shall within fifteen calendar 15 days after the occurrence of such Termination Event Event, commence an action or proceeding in the court having 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 NotesApplicable Ownership Interests in Debentures, the Pledged Applicable Ownership Interests in the Treasury Portfolio or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 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 clause (i)(B) of this Section 6.04(b)(i) hereof 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, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; Notes (ii) or the Proceeds Applicable Ownership Interest of the SunTrust Bank Deposit; and (iiiTreasury Portfolio if the Company has notified the Collateral Agent that a Tax Event Redemption or a Successful Initial Remarketing has occurred) any and Pledged Treasury Securities, Securities to the Property TrusteePurchase Contract Agent for the benefit of the Holders of the Corporate Units and the Treasury Units, respectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 Notes, the Treasury Portfolio or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees shall: Purchase Contract Agent shall (i) use its best reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, the Treasury Portfolio or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged Notes, the Treasury Portfolio or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(i) hereof above within ten days after the occurrence of such Termination Event.

Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) Preferred Shares and Pledged Treasury Securities to the Proceeds Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Income PRIDES and the Growth PRIDES, to the Property Trusteerespectively, free and clear of the Pledge any lien, pledge or security interest or other interest created hereby. (b) . If such Termination Event shall result from the Company’s '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 Notes, Preferred Shares or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees shall: Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm practicing law in the applicable jurisdiction to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Preferred Shares or the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company’s 's case under the Bankruptcy Code any such applicable bankruptcy laws seeking an order requiring the Collateral Agent to effectuate the release and Transfer transfer of all Pledged Notes, Preferred Shares or of the Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Stock Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Pledged NotesSTACKS or security entitlements with respect thereto; (ii) the Proceeds of the SunTrust Bank Depositany Pledged Treasury Securities; and (iii) any Pledged Treasury Securitiespayments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Property TrusteeStock Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of 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 NotesSTACKS, Pledged Treasury Securities, Securities and payments by Holders (or the Permitted Investments, the SunTrust Bank Deposit 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 6.045.04, the Property Trustee or any of the Administrative Trustees Stock Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, 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 6.04 5.04 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 (A) the Property Trustee or any of the Administrative Trustees Stock Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesSTACKS, Pledged Treasury Securities, Securities and the payments by Holders (or the Permitted Investments, the SunTrust Bank Deposit 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 6.045.04, then the Property Trustee Stock Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 NotesSTACKS, Pledged Treasury Securities, Securities and the payments by Holders (or the Permitted Investments, the SunTrust Bank Deposit 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 6.045.04; or (ii) commence an action or proceeding like that described in Section 6.04(b)(i5.04(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, the Property Trustee or any of the Administrative Trustees of the Issuer Trust that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Pledged Notes;; Amended and Restated Collateral Agreement (ii) the Proceeds of the SunTrust U.S. Bank Deposit; and (iii) any Pledged Treasury Securities, to the Property Trustee, free and clear of 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 Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust U.S. Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.04, the Property Trustee or any of the Administrative Trustees shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, 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 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 (A) the Property Trustee or any of the Administrative Trustees shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust U.S. Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.04, then the Property Trustee shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust U.S. Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or (ii) commence an action or proceeding like that described in Section 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, Company or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) Debentures or Pledged Treasury Consideration, as the Proceeds case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Normal Units and the Stripped Units, to the Property Trusteerespectively, free and clear of the Pledge any lien, pledge or security interest or other interest 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 NotesDebentures, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any Consideration or of the foregoingPledged Treasury Securities, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Debentures,Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having 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 transfer of all Pledged NotesDebentures, Pledged Treasury Consideration or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) Transfer any Pledged Notes; (ii) , Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Proceeds Treasury Portfolio, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury SecuritiesHolders of the Normal Units and the Stripped Units, to the Property Trusteerespectively, free and clear of the Pledge 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 Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.044.3, the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 4.3, 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 (Ay) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.044.3, then the Property Trustee Purchase Contract Agent shall within fifteen calendar 15 days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer transfer of all Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; 4.3 or (ii) commence an action or proceeding like that described in Section 6.04(b)(isubsection (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 or the Property Trustee or any of the Administrative Trustees of the Issuer Trust Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Pledged Notes;Preferred Shares or security entitlements with respect thereto; and (ii) payments by Holders (or the Proceeds Permitted Investments of such payments) pursuant to Section 5.03 hereof, ---- to the Purchase Contract Agent for the benefit of the SunTrust Bank Deposit; and (iii) any Pledged Treasury Securities, Holders for distribution to the Property Trusteesuch Holders in accordance with their respective interests, free and clear of the Pledge 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 Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.04, the Property Trustee or any of the Administrative Trustees shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, notwithstanding 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 6.04 5.04, 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 (A) the Property Trustee or any of the Administrative Trustees Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted InvestmentsPreferred Shares, the SunTrust Bank Deposit and payments by Holders or the 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 6.045.02, then ---- the Property Trustee Purchase Contract Agent shall within fifteen calendar 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 having jurisdiction of the Company’s 's case under the any Bankruptcy Code Laws seeking an order requiring the Collateral Agent to effectuate the release and Transfer transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoingPreferred Shares, or the 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 6.04---- 5.02; oror ---- (ii) commence an action or proceeding like that described in Section 6.04(b)(i5.02(b)(i) hereof within ten days after receiving written ---------- notice from the Company or any Holder of the occurrence of such Termination Event.