Common use of Cash Settlement Clause in Contracts

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i) of the Purchase Contract Agreement, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds and deliver any certified or cashier’s checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract Agreement. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s Pledged Senior Notes in accordance with Section 5.02(b)(iii) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate SPC Units or Treasury SPC Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. or on 11:00 a.m. (New York City time) on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date [in the case of a SPC Unit, unless a Tax Event Redemption has occurred, or on the Business Day prior to the Purchase Contract Settlement Date in the case of Treasury SPC Units or a SPC Unit, if a Tax Event Redemption has occurred,] of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i1) instruct the Securities Intermediary promptly to invest any such Cash in Permitted InvestmentsInvestments [maturing on or prior to the Contract Settlement Date]; (ii2) instruct the Securities Intermediary to release from the Pledge (i) in the case of a Holder of SPC Units, the related [Pledged Preferred Securities, Applicable Ownership Interest (as specified in clause (A) of the definition of such Holder’s term) in the Treasury Portfolio, or] Pledged Notes [as applicable] or (ii) in the case of a Holder of Treasury SPC Units, the related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, Treasury Securities with a [liquidation] [principal] amount equal to the product of (x) the Stated Amount times (y) the number of Purchase Contracts as to which such Holder has effected elected to effect a Cash Settlement pursuant to this Section 5.05(a5.5(a); and (iii3) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes[Preferred Securities, Pledged Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, or] Pledged Notes or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as , for distribution to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment directionHolder. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in excess of the Purchase Price of the interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to the such Holder in accordance with the Purchase Contract AgreementHolder. (b) If [So long as a Tax Event Redemption shall not have occurred,] if a Holder of Corporate SPC Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify notifies the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.4(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s 's Pledged Senior [Preferred Securities or] Notes in accordance with Section 5.02(b)(iiiparagraph 5.4(a)(iii) of the Purchase Contract Agreement. (c) As soon If a Holder of Treasury SPC Units [or, if a Tax Event Redemption shall have occurred, a Holder of SPC Units,] notifies the Purchase Contract Agent as practicable after 5:00 provided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with paragraph 5.4(d)(iii) of the Purchase Contract Agreement. (d) Prior to 3:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash cash that it has received with respect to the Cash Settlement of Corporate Units, SPC Units and (ii) the amount of Cash cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract AgreementSPC Units. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (ai) Unless (1) a Termination Event has occurred, (2) a Holder effects an Early Settlement or a Cash Merger Early Settlement of the underlying Purchase Contract or (3) a Special Event Redemption has occurred prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, each Holder of Corporate Units shall have the right to satisfy such Holder’s Obligations on the Purchase Contract Settlement Date in cash. Each Holder of Corporate Units who intends to pay in cash to satisfy such Holder’s Obligations under the Purchase Contract on the Purchase Contract Settlement Date shall notify the Purchase Contract Agent by use of a notice in substantially the form of Exhibit E hereto of his intention to pay in cash (a “Cash Settlement”) the Purchase Price for the Common Stock to be purchased pursuant to the related Purchase Contract. Such notice shall be given prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date. Corporate Units Holders may only effect such a Cash Settlement pursuant to this Section 5.02(a) in integral multiples of 40 Corporate Units. (ii) A Holder of a Corporate Unit who has so notified the Purchase Contract Agent of his intention to effect a Cash Settlement in accordance with Section 5.02(a)(i) above shall pay the Purchase Price to the Securities Intermediary for deposit in the Collateral Account prior to 5:00 p.m. (New York City time) on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, in lawful money of the United States by certified or cashiers check or wire transfer in immediately available funds payable to or upon the order of the Securities Intermediary. (iii) If a Holder of a Corporate Unit fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.02(a)(i), or does notify the Purchase Contract Agent as provided in Section 5.02(a)(i) of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(a)(ii), such Holder shall be deemed to have consented to the disposition of the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes pursuant to each Remarketing as described in Section 5.02(b) below. (iv) Promptly after 5:00 p.m. (New York City time) on the sixth Business Day preceding the Purchase Contract Settlement Date, the Purchase Contract Agent, based on notices received by the Purchase Contract Agent pursuant to Section 5.02(a)(i) hereof and notice from the Securities Intermediary regarding cash received by it prior to such time, shall notify the Collateral Agent of the aggregate number of Senior Notes to be remarketed in each Remarketing in a notice substantially in the form of Exhibit K hereto. (v) Upon (1) receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.02(a)(i) of the Purchase Contract Agreement, to effect a Cash Settlement and (2) the payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, accordance with Section 5.02(a)(ii) above then the Collateral Agent shall: (iA) instruct the Securities Intermediary promptly to invest any such Cash in Permitted InvestmentsInvestments consistent with the instructions of the Company as provided for below in this Section 5.02(a)(v); (iiB) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged the Senior Notes or Pledged underlying the Applicable Ownership Interests, as applicable, Interest in Senior Notes related to the Corporate Units as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a)Settlement; and (iiiC) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, Notes to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby, whereupon the Purchase Contract Agent shall Transfer such Senior Notes in accordance with written instructions provided by the Holder thereof or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Senior Notes, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the relevant abandoned property laws of the state where such Senior Notes and interest payments thereon, if any, are held. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with in respect to of losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall shall, and is hereby authorized to, (A) instruct the Securities Intermediary to pay remit to the Company on the Purchase Contract Settlement Date such portion of the proceeds of such Proceeds and deliver any certified or cashier’s checks received, in an aggregate amount Permitted Investments as is equal to the aggregate Purchase Price, Price under all Purchase Contracts in respect of which Cash Settlement has been affected as provided in this Section 5.02 to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of the Purchase Price such amount earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract Agreement. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify the Purchase Contract Agent of its intention to make a Holders who have effected Cash Settlement as provided pro-rata in Section 5.02(b)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented proportion to the disposition of amount paid by such Holder’s Pledged Senior Notes in accordance with Holders under Section 5.02(b)(iii5.02(a)(ii) of the Purchase Contract Agreementabove. (c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from that a Holder of a Corporate Units Unit or Treasury Units that such Holder Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a settle its Purchase Contract with Cash Settlement and (2ii) payment by such Holder by deposit in of the Collateral Account on or amount required to settle the Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct , upon written direction of the Securities Intermediary Company, promptly to invest any such Cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers' checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holder. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.4(a)(i) of the Purchase Contract Agreement, such failure shall constitute a default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Debentures pursuant to the remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, which is incorporated herein by reference and Section 4.6 hereof, and the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to applicable Pledged Debentures at the direction of the Company to cause the remarketing of such Pledged Debentures. If a Holder of Corporate Units does notify the Purchase Contract Agent as provided in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cashmake a Cash Settlement, but fails to make such payment as required by Section 5.02(b)(ii5.4(a)(ii) of the Purchase Contract Agreement, such Holder failure shall be deemed to have consented to constitute a default under the disposition related Purchase Contracts and hereunder, and the Pledged Debentures of such Holder’s Pledged Senior Notes a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Debentures at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Remarketing as described in Section 5.02(b)(iii5.4(b) of the Purchase Contract Agreement, such Failed Remarketing shall constitute a default hereunder by such Holder, and the Collateral Agent, for the benefit of the Company, will also exercise its rights as a secured party with respect to such Debentures at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. (c) As soon as practicable after 5:00 p.m. If a Holder of Treasury Units or Corporate Units (New York City timeif the Treasury Portfolio has replaced the Debentures) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver fails to notify the Purchase Contract Agent of such Holder's intention to make a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received in accordance with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c5.4(d)(i) of the Purchase Contract Agreement. , or if a Holder of Treasury Units or Corporate Units (dif the Treasury Portfolio has replaced the Debentures) If there has been notifies the Purchase Contract Agent as provided in Section 5.4(d)(i) of the Purchase Contract Agreement of its intention to make a Failed Final RemarketingCash Settlement, but fails to make such payment as soon as practicable after 5:00 p.m. (New York City timerequired by Section 5.4(d)(ii) of the Purchase Contract Agreement, such failure shall constitute a default under the related Purchase Contracts and hereunder by such Holder and upon the maturity of the related Pledged Treasury Securities or the Pledged Applicable Ownership Interest in the Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of such Pledged Treasury Securities or the portion of the Pledged Applicable Ownership Interest in the Treasury Portfolio corresponding to such Purchase Contracts received by the Collateral Agent shall deliver shall, upon written direction of the Company, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an aggregate amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the Pledged Treasury Securities or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and the investment earnings earned from such investments is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent a notice, stating (i) for the amount benefit of Cash that it has received with respect to the Cash Settlement Holder of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of related Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreementor Corporate Units when received.

Cash Settlement. (a) Upon (1) receipt by the Collateral Agent of (1) a notice from the Stock Purchase Contract Agent promptly after the receipt by the Stock Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury Normal Common Equity Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i) of the Stock Purchase Contract Agreement, to effect a Cash Settlement and (2) payment by receipt from such Holder by deposit in the Securities Intermediary for credit to the applicable Collateral Account on or prior to 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the applicable Stock Purchase Contract Settlement Date of the applicable Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i) shall instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct Investments maturing on the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Stock Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created herebyDate. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.05 pursuant to any direction of the Company and in no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon In the event of a Successful Remarketing, upon receipt of Proceeds upon the maturity of the Permitted Investments on the a Stock Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Contract Settlement Date, and (B) release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Stock Purchase Contract Agent for distribution to such Holder the Holders in accordance with the Stock Purchase Contract Agreement. (b) If a Holder of Corporate Normal Common Equity Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify the Stock Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(i) of the Stock Purchase Contract Agreement or (ii) does notify the Stock Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Stock Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s 's Pledged Senior Notes Trust Preferred Securities in accordance with Section 5.02(b)(iii) of the Stock Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the applicable Stock Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Stock Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, Normal Common Equity Units and (ii) the amount of Pledged Trust Preferred Securities to be remarketed in the applicable Remarketing pursuant to Section 5.02(a) of the Stock Purchase Contract Agreement, of the series that is to be remarketed in the applicable Remarketing. (d) In the event of a Failed Remarketing, the Collateral Agent shall (i) promptly return the Cash that it has received with respect to the Cash Settlement of Treasury Normal Common Equity Units to the Stock Purchase Contract Agent for distribution to Holders who elected to effect a Cash Settlement and (iiiii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the applicable Stock Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Stock Purchase Contract Agent a notice, stating (iA) the amount of Cash that it has received and returned with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Normal Common Equity Units and (iiiB) the amount of Pledged Senior Notes with respect Trust Preferred Securities of the series subject to the Failed Remarketing in the Collateral Account. (e) In the event of a Successful Remarketing, the Collateral Agent shall (i) instruct the Securities Intermediary to release from the Pledge such Holder's related Pledged Trust Preferred Securities of the series subject to the Successful Remarketing as to which an automatic deemed exercise of the Put Right such Holder has occurred effected a Cash Settlement pursuant to Section 5.02(c5.05(a), and (ii) instruct the Securities Intermediary to Transfer all such Pledged Trust Preferred Securities of the series subject to the Successful Remarketing to the Stock Purchase Contract AgreementAgent for distribution to such Holder free and clear of the Pledge created hereby.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly If, at any time after the receipt by earlier of Stockholder Approval or six months after the Purchase Contract Agent initial issuance of the Series A Non-Voting Preferred Stock, the Corporation fails to deliver to a Holder such certificate or certificates, or electronically deliver (or cause its transfer agent to electronically deliver) such shares in the case of a notice from a Holder of Corporate Units or Treasury Units that such Holder has electedDWAC Delivery, in accordance with the procedures specified in pursuant to Section 5.02(b)(i) of the Purchase Contract Agreement, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account 6.5.1 on or prior to 5:00 p.m. the third (New York City time3rd) on Trading Day after the fourth Business Day immediately preceding the Purchase Contract Settlement Share Delivery Date of the Purchase Price in lawful money of the United States applicable to such conversion (other than a failure caused by certified or cashier’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i) instruct materially incorrect or incomplete information provided by Holder to the Securities Intermediary promptly to invest any such Cash in Permitted Investments; Corporation or (ii) instruct the Securities Intermediary application of the Beneficial Ownership Limitation after Stockholder Approval (but, prior to release from the Pledge Stockholder Approval, disregarding for such Holder’s related Pledged Senior Notes or Pledged Applicable purpose any Beneficial Ownership InterestsLimitation), as applicablethen, as to which such unless the Holder has effected a Cash Settlement rescinded the applicable Notice of Conversion pursuant to this Section 5.05(a); and (iii) instruct 6.5.1, the Securities Intermediary to Transfer all such Pledged Senior NotesCorporation shall, Pledged Applicable Ownership Interests or at the Pledged Treasury Securities, as request of the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds and deliver any certified or cashier’s checks received, in an aggregate amount equal to the Purchase PriceFair Value (as defined below) of such undelivered shares, with such payment to be made within two Business Days from the date of request by the Holder, whereupon the Corporation’s obligations to deliver such shares underlying the Notice of Conversion shall be extinguished upon payment in full of the Fair Value of such undelivered shares; provided, however that such request shall be presumed to have been made by such Holder if Stockholder Approval shall not have been obtained prior to the Company date on which the Notice of Conversion is delivered to the Corporation. For purposes of this Section 6.5.3, the “Fair Value” of shares shall be fixed with reference to the last reported Closing Sale Price on the Purchase Contract Settlement Date, and (B) release any amounts in excess principal Trading Market on which the Common Stock is listed as of the Purchase Price earned from such Permitted Investments Trading Day immediately prior to the Purchase Contract Agent date on which the Notice of Conversion is delivered to the Corporation. For the avoidance of doubt, the cash settlement provisions set forth in this Section 6.5.3 shall be available irrespective of the reason for distribution the Corporation’s failure to such Holder in accordance with the Purchase Contract Agreement. timely deliver Conversion Shares (b) If other than a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) failure caused by (i) fails materially incorrect or incomplete information provided by Holder to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(i) of the Purchase Contract Agreement Corporation or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) application of the Purchase Contract AgreementBeneficial Ownership Limitation after Stockholder Approval (but, such Holder shall be deemed to have consented prior to the disposition of Stockholder Approval, disregarding for such Holder’s Pledged Senior Notes purpose any Beneficial Ownership Limitation)), including due to limitations set forth in accordance with Section 5.02(b)(iii) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date6.5.6, the Collateral Agent shall deliver lack of obtaining Stockholder Approval, or due to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract Agreementapplicable Trading Market rules. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a such notice from that a Holder of Corporate Units an Income PRIDES or Treasury Units that such Holder Growth PRIDES has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement settle its Purchase Contract with cash and (2ii) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct , upon the Securities Intermediary written direction of the Purchase Contract Agent, promptly to invest any such Cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers' checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holders. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) an Income PRIDES fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with paragraph 5.4(a)(i) of the Purchase Contract Agreement, such failure shall constitute an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the pledged Preferred Securities pursuant to the remarketing as described in paragraph 5.4(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of an Income PRIDES does notify the Agent as provided in Section 5.02(b)(iparagraph 5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.4(a)(ii) of the Purchase Contract Agreement, the Preferred Securities of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Preferred Securities at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Remarketing as described in paragraph 5.4(b) of the Purchase Contract Agreement, such Failed Remarketing shall constitute an event of default hereunder by such Holder shall be deemed and the Collateral Agent, for the benefit of the Company, will also exercise its rights as a secured party with respect to have consented such Preferred Securities at the direction of the Company to retain or dispose of the disposition Collateral in accordance with applicable law. (c) If a Holder of a Growth PRIDES fails to notify the Purchase Contract Agent of such Holder’s Pledged Senior Notes 's intention to make a Cash Settlement in accordance with Section 5.02(b)(iiiparagraph 5.4(d)(i) of the Purchase Contract Agreement. , or if a Holder of an Income PRIDES does notify the Agent as provided in paragraph (cd)(i) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding of the Purchase Contract Settlement Date, the Collateral Agent shall deliver Agreement of its intention to pay the Purchase Contract Agent a noticePrice in cash, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect but fails to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(cmake such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) such failure shall constitute an event of default hereunder by such Holder and upon the maturity of any Pledged Treasury Securities or the Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of the Pledged Treasury Securities or the Treasury Portfolio received by the Collateral Agent shall deliver shall, upon written direction of the Purchase Contract Agent, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the Treasury Portfolio, as the case may be, and the investment earnings earned from such investments is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent a notice, stating (i) for the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise benefit of the Put Right has occurred pursuant to Section 5.02(c) Holder of the Purchase Contract Agreementrelated Growth PRIDES or Income PRIDES when received.

Cash Settlement. (ai) Unless (1) a Termination Event has occurred, (2) a Holder effects an Early Settlement or a Fundamental Change Early Settlement of the underlying Purchase Contract, (3) a Successful Early Remarketing has occurred, or (4) the Pledged Applicable Ownership Interests in the Treasury Portfolio have replaced the Pledged Applicable Ownership Interests in Notes as a component of the Corporate Units, each Holder of Corporate Units shall have the right to satisfy such Holder’s Obligations on the Purchase Contract Settlement Date in cash (a “Cash Settlement”). Each Holder of Corporate Units who intends to pay in cash to satisfy such Holder’s Obligations under the Purchase Contract on the Purchase Contract Settlement Date must notify the Purchase Contract Agent by presenting and surrendering at the offices of the Purchase Contract Agent (i) the Certificate evidencing the Corporate Units (if they are in certificated form), and (ii) the form of “Notice of Cash Settlement” substantially in the form of Exhibit E hereto completed and executed as indicated on or prior to 4:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date. Corporate Units Holders may only effect such a Cash Settlement pursuant to this Section 5.03(a) in integral multiples of 20 Corporate Units. (ii) A Holder of a Corporate Unit who has so notified the Purchase Contract Agent of his intention to effect a Cash Settlement in accordance with Section 5.03(a)(i) above shall pay the Purchase Price to the Securities Intermediary for deposit in the Collateral Account prior to 11:00 a.m. (New York City time) on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, in lawful money of the United States by certified or cashiers check or wire transfer in immediately available funds payable to or upon the order of the Securities Intermediary. (iii) If a Holder of a Corporate Unit fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.03(a)(i), or does notify the Purchase Contract Agent as provided in Section 5.03(a)(i) of its intention to pay the Purchase Price in cash but fails to make such payment as required by Section 5.03(a)(ii), such Holder shall be deemed to have consented to the disposition of the Notes underlying the Pledged Applicable Ownership Interests in Notes pursuant to any Remarketing occurring in the Final Remarketing Period as described in Section 5.03(b) below. (iv) Promptly after 4:00 p.m. (New York City time) on the Business Day preceding the first day of the Final Remarketing Period, the Purchase Contract Agent, based on notices received by the Purchase Contract Agent pursuant to Section 5.03(a)(i) hereof and notice from the Securities Intermediary regarding cash received by it prior to such time, shall notify the Collateral Agent of the aggregate number of Notes to be remarketed in any Remarketing occurring in the Final Remarketing Period in a notice substantially in the form of Exhibit J hereto. (v) Upon (1) receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i) of the Purchase Contract Agreement5.03(a)(i), to effect a Cash Settlement and (2) the payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediaryaccordance with Section 5.03(a)(ii) above, then the Collateral Agent shall: (iA) instruct the Securities Intermediary promptly to invest any such Cash in Permitted InvestmentsInvestments consistent with the instructions of the Company as provided for below in this Section 5.03(a)(v); (iiB) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior the Notes or Pledged underlying the Applicable Ownership Interests, as applicable, Interest in Notes related to the Corporate Units as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a)Settlement; and (iiiC) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, Notes to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby, whereupon the Purchase Contract Agent shall Transfer such Notes in accordance with written instructions provided by the Holder thereof or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Notes, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the relevant abandoned property laws of the state where such Notes and interest payments thereon, if any, are held. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments of the type described in clause (6) of the definition of Permitted InvestmentsInvestments which have been designated by the Company in writing from time to time in a standing instruction to the Collateral Agent which shall be effective until revoked or superseded. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with in respect to of losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall shall, and is hereby authorized to, (A) instruct the Securities Intermediary to pay remit to the Company on the Purchase Contract Settlement Date such portion of the proceeds of such Proceeds and deliver any certified or cashier’s checks received, in an aggregate amount Permitted Investments as is equal to the aggregate Purchase Price, Price under all Purchase Contracts in respect of which Cash Settlement has been affected as provided in this Section 5.03 to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of the Purchase Price such amount earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder the Holders who have effected Cash Settlement, pro rata in accordance with the Purchase Contract Agreement. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented proportion to the disposition amount paid by such Holders under Section 5.03(a)(ii) above, as adjusted to reflect the period of time that each such Holder’s Pledged Senior Notes cash was invested in accordance with Section 5.02(b)(iii) of the Purchase Contract Agreementsuch Permitted Investments. (c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a such notice from that a Holder of Corporate Units a Normal Unit or Treasury Units that such Holder Stripped Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.2(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a settle its Purchase Contract with Cash Settlement and (2ii) payment of the amount required to settle such contract by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct the Securities Intermediary shall promptly to invest any such Cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers' checks receivedreceived and any funds so wired, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holder. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) Normal Unit fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.2(a)(i) of the Purchase Contract Agreement, such failure shall constitute an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Debt Securities pursuant to the remarketing as described in Section 5.2(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of a Normal Unit does notify the Purchase Contract Agent as provided in Section 5.02(b)(i5.2(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii5.2(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to failure will constitute an event of default under the disposition Purchase Contract Agreement and hereunder, and the Debt Securities of such Holder’s Pledged Senior Notes a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Debt Securities at the written direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Remarketing as described in Section 5.02(b)(iii5.2(b) of the Purchase Contract Agreement, such Failed Remarketing shall constitute an event of default hereunder by such Holder and the Collateral Agent, for the benefit of the Company, will also exercise its rights as a secured party with respect to such Debt Securities at the written direction of the Company to retain or dispose of the Collateral in accordance with applicable law. (c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver If a Holder of a Stripped Unit fails to notify the Purchase Contract Agent of such Holder's intention to make a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received in accordance with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c5.2(d)(i) of the Purchase Contract Agreement. (d, or if a Holder of a Stripped Unit does notify the Purchase Contract Agent as provided in paragraph 5.2(d)(i) If there has been a Failed Final Remarketingof the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as soon as practicable after 5:00 p.m. (New York City timerequired by paragraph 5.2(d)(ii) of the Purchase Contract Agreement, such failure shall constitute an event of default hereunder by such Holder and upon the maturity of any Pledged Treasury Securities or the Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount at maturity of the Pledged Treasury Securities or the Treasury Portfolio received by the Collateral Agent shall deliver shall, upon written direction of the Company, be invested promptly in any Permitted Investments. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the Treasury Portfolio, as the case may be, and the investment earnings earned from such investments is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent a notice, stating (i) for the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise benefit of the Put Right has occurred pursuant to Section 5.02(c) Holder of the Purchase Contract Agreementrelated Stripped Units or Normal Units when received.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2ii) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s 's related Pledged Senior Notes or Notes, Pledged Applicable Ownership InterestsInterests and Pledged Treasury Securities, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a4.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or and the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6vi) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with in respect to of losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) ) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s 's Pledged Senior Notes in accordance with Section 5.02(b)(iii) of the Purchase Contract Agreement. (c) If a Holder of a Treasury Unit or a Holder of a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(d)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent as provided in Section 5.02(d)(ii) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with Section 5.02(d)(iii) of the Purchase Contract Agreement. (d) As soon as practicable after 5:00 p.m. 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c5.02(c)(i) of the Purchase Contract Agreement. (de) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. 11:00 a.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c5.02(c)(iii) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a such notice from that a Holder of Corporate Units an Type A Securities or Treasury Units that such Holder Type B Securities has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a settle its Purchase Contract with Cash Settlement and (2ii) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct the Securities Intermediary , promptly to invest any such Cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers' checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holders. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) Type A Securities fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.4(a)(i) of the Purchase Contract Agreement, such failure shall constitute an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the pledged Debt Securities pursuant to the remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of Type A Securities does notify the Agent as provided in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cashmake a Cash Settlement, but fails to make such payment as required by Section 5.02(b)(ii5.4(a)(ii) of the Purchase Contract Agreement, the Debt Securities of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Debt Securities at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, such Failed Remarketing shall constitute an event of default hereunder by such Holder shall be deemed and the Collateral Agent, for the benefit of the Company, will also exercise its rights as a secured party with respect to have consented such Debt Securities at the direction of the Company to retain or dispose of the disposition Collateral in accordance with applicable law. (c) If a Holder of a Type B Securities fails to notify the Purchase Contract Agent of such Holder’s Pledged Senior Notes 's intention to make a Cash Settlement in accordance with Section 5.02(b)(iii5.4(d)(i) of the Purchase Contract Agreement. (c, or if a Holder of a Type B Securities does notify the Agent as provided in paragraph 5.4(d)(i) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding of the Purchase Contract Settlement DateAgreement of its intention to make a Cash Settlement, the Collateral Agent shall deliver but fails to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(cmake such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) such failure shall constitute an event of default hereunder by such Holder and upon the maturity of any Pledged Treasury Securities or the Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of the Pledged Treasury Securities or the Treasury Portfolio received by the Collateral Agent shall deliver shall, upon written direction of the Company, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the Treasury Portfolio, as the case may be, and the investment earnings earned from such investments is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent a notice, stating (i) for the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise benefit of the Put Right has occurred pursuant to Section 5.02(c) Holder of the Purchase Contract Agreementrelated Type B Securities or Type A Securities when received.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from that a Holder of a Corporate Units Unit or Treasury Units that such Holder Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement settle its Purchase Contract with cash and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (11:00 a.m., New York City time, (A) on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date in the case of a Corporate Unit or (B) on the Business Day immediately preceding the Purchase Contract Settlement Date in the case of a Treasury Unit, of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: shall (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; Investments of the type described in clause (vi) of the definition thereof unless it has received other instructions from the Company by 10:30 a.m., New York time, on such date and (ii) instruct the Securities Intermediary to release from the Pledge (1) Pledged Debentures in the case of a Holder of Corporate Units or (2) Pledged Treasury Securities in the case of a Holder of Treasury Units, in each case with a principal amount at maturity equal to the product of (x) the Stated Amount times (y) the number of such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, Purchase Contracts as to which such Holder has effected Holders have elected to effect a Cash Settlement pursuant to this Section 5.05(a); and (iii5.5(a) and shall instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests Debentures or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such HolderHolders, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent Pledge, for distribution to such Holders in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability accordance with respect to losses incurred as a result of the failure of the Company to provide timely written investment directiontheir respective interests. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in excess respect of the Purchase Price interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder the relevant Holders in accordance with the Purchase Contract Agreementtheir respective interests. (b) If a Holder of a Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify Unit notifies the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii5.4(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of the Pledged Debentures of such Holder’s Pledged Senior Notes Holder in accordance with Section 5.02(b)(iii5.4(a)(iii) of the Purchase Contract Agreement. (c) As soon If a Holder of a Treasury Unit notifies the Purchase Contract Agent as practicable after 5:00 p.m. provided in Section 5.4(d)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with Section 5.4(d)(iii) of the Purchase Contract Agreement. (d) Prior to 3:00 p.m., New York City time) , on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit EXHIBIT E heretoto this Agreement, stating (i) the amount of Cash cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract Agreement. (de) If there has been a Failed Final RemarketingPrior to 3:00 p.m., as soon as practicable after 5:00 p.m. (New York City time) , on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of EXHIBIT F to this Agreement, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract AgreementUnits.

Cash Settlement. Upon (a1) Upon receipt by the Collateral Agent of (1) a notice from the Stock Purchase Contract Agent promptly after the receipt by the Stock Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury Normal Common Equity Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.2(b)(i) of the Stock Purchase Contract Agreement, to effect a Cash Settlement or has elected, in accordance with the procedures specified in Section 10(d)(ii) of the applicable Certificate of Designations not to exercise the Put Right, and (2) payment by receipt from such Holder by deposit in the Securities Intermediary for credit to the applicable Collateral Account on at or prior to 5:00 p.m. (New York City time) on the fourth eleventh (11th) Business Day immediately preceding the applicable Stock Purchase Contract Settlement Date of the applicable Purchase Price in lawful money of the United States by certified or cashier’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i) shall instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct Investments maturing on the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Stock Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created herebyDate. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6vi) of the definition of Permitted Investments. In The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.6 pursuant to any direction of the Company and in no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon In the event of a Successful Remarketing, upon receipt of Proceeds upon the maturity of the Permitted Investments on the a Stock Purchase Contract Settlement Date, the Collateral Agent shall (Ai) instruct the Securities Intermediary to pay the portion of such Proceeds and deliver any certified or cashier’s checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Contract Settlement Date, and (Bii) release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Stock Purchase Contract Agent for distribution to such Holder the Holders who elected to effect a Cash Settlement in accordance with the Stock Purchase Contract Agreement. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s Pledged Senior Notes in accordance with Section 5.02(b)(iii) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (ai) Unless (1) a Termination Event has occurred, (2) a Holder effects an Early Settlement or a Cash Merger Early Settlement of the underlying Purchase Contract or (3) a Special Event Redemption has occurred prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, each Holder of Corporate Units shall have the right to satisfy such Holder’s Obligations on the Purchase Contract Settlement Date in cash. Each Holder of Corporate Units who intends to pay in cash to satisfy such Holder’s Obligations under the Purchase Contract on the Purchase Contract Settlement Date shall notify the Purchase Contract Agent by use of a notice in substantially the form of Exhibit E hereto of his intention to pay in cash (a “Cash Settlement”) the Purchase Price for the Common Stock to be purchased pursuant to the related Purchase Contract. Such notice shall be given prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date. Corporate Units Holders may only effect such a Cash Settlement pursuant to this Section 5.02(a) in integral multiples of 40 Corporate Units. (ii) A Holder of a Corporate Unit who has so notified the Purchase Contract Agent of his intention to effect a Cash Settlement in accordance with Section 5.02(a)(i) above shall pay the Purchase Price to the Securities Intermediary for deposit in the Collateral Account prior to 5:00 p.m. (New York City time) on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, in lawful money of the United States by certified or cashiers check or wire transfer in immediately available funds payable to or upon the order of the Securities Intermediary. (iii) If a Holder of a Corporate Unit fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.02(a)(i), or does notify the Purchase Contract Agent as provided in Section 5.02(a)(i) of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(a)(ii), such Holder shall be deemed to have consented to the disposition of the Subordinated Notes underlying the Pledged Applicable Ownership Interests in Subordinated Notes pursuant to each Remarketing as described in Section 5.02(b) below. (iv) Promptly after 5:00 p.m. (New York City time) on the sixth Business Day preceding the Purchase Contract Settlement Date, the Purchase Contract Agent, based on notices received by the Purchase Contract Agent pursuant to Section 5.02(a)(i) hereof and notice from the Securities Intermediary regarding cash received by it prior to such time, shall notify the Collateral Agent of the aggregate number of Subordinated Notes to be remarketed in each Remarketing in a notice substantially in the form of Exhibit K hereto. (v) Upon (1) receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.02(a)(i) of the Purchase Contract Agreement, to effect a Cash Settlement and (2) the payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, accordance with Section 5.02(a)(ii) above then the Collateral Agent shall: (iA) instruct the Securities Intermediary promptly to invest any such Cash in Permitted InvestmentsInvestments consistent with the instructions of the Company as provided for below in this Section 5.02(a)(v); (iiB) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior the Subordinated Notes or Pledged underlying the Applicable Ownership Interests, as applicable, Interest in Subordinated Notes related to the Corporate Units as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a)Settlement; and (iiiC) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, Subordinated Notes to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby, whereupon the Purchase Contract Agent shall Transfer such Subordinated Notes in accordance with written instructions provided by the Holder thereof or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Subordinated Notes, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the relevant abandoned property laws of the state where such Subordinated Notes and interest payments thereon, if any, are held. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with in respect to of losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall shall, and is hereby authorized to, (A) instruct the Securities Intermediary to pay remit to the Company on the Purchase Contract Settlement Date such portion of the proceeds of such Proceeds and deliver any certified or cashier’s checks received, in an aggregate amount Permitted Investments as is equal to the aggregate Purchase Price, Price under all Purchase Contracts in respect of which Cash Settlement has been affected as provided in this Section 5.02 to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of the Purchase Price such amount earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract Agreement. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify the Purchase Contract Agent of its intention to make a Holders who have effected Cash Settlement as provided pro-rata in Section 5.02(b)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented proportion to the disposition of amount paid by such Holder’s Pledged Senior Notes in accordance with Holders under Section 5.02(b)(iii5.02(a)(ii) of the Purchase Contract Agreementabove. (c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury Stock Purchase Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.02(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date, in the case of a Stock Purchase Unit, unless a Tax Event Redemption has occurred, or on the Business Day prior to the Purchase Contract Settlement Date in the case of Treasury Stock Purchase or a Stock Purchase Unit, if a Tax Event Redemption has occurred, of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s the Stock Purchase Unit holder's or the Treasury Stock Purchase Unit holder's related Pledged Senior Notes [Subordinated] Notes, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, or Pledged Applicable Ownership InterestsTreasury Securities, as applicable, as to which such Holder has effected elected to effect a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior [Subordinated] Notes, Pledged Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to such Holder. The Upon the request of the Securities Intermediary, the Company shall instruct the Collateral Agent Securities Intermediary in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary), the Collateral Agent shall instruct the Securities Intermediary to shall invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of Corporate Stock Purchase Units (unless the Treasury Portfolio has replaced the Senior Notes as if a component of such Corporate UnitsTax Event Redemption shall not have occurred) (i) fails to notify notifies the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.02(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.02(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s 's Pledged Senior [Subordinated] Notes in accordance with Section 5.02(b)(iiiparagraph 5.02(a)(iii) of the Purchase Contract Agreement. (c) If a Holder of a Treasury Stock Purchase Unit or a Holder of Stock Purchase Unit (if a Tax Event Redemption shall have occurred) notifies the Purchase Contract Agent as provided in paragraph 5.02(d)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.02(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with paragraph 5.02(d)(iii) of the Purchase Contract Agreement. (d) As soon as practicable after 5:00 p.m. 11:00 a.m. (New York City time) on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash cash that it has received with respect to the Cash Settlement of Corporate Units, Stock Purchase Units and (ii) the amount of Cash cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Stock Purchase Contract AgreementUnits. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from that a Holder of a Corporate Units or Treasury Units that such Holder Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement, to effect a Cash Settlement settle its Purchase Contract with cash and (2ii) payment by such Holder by deposit in of the Collateral Account on or amount required to settle the Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth sixth Business Day or (if all the Remarketings during the Final Three‑Day Remarketing Period result in a Failed Remarketing) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date of Date, such payments pursuant to the Purchase Price foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashier’s cashiers’ check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct , upon written direction of the Securities Intermediary Company, promptly to invest any such cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds, if any, upon the maturity of the Permitted Investments on the Purchase Contract Settlement DateInvestments, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments Investments, if any, to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holder. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (iif Applicable Ownership Interests in Debentures are components thereof) fails to notify the Purchase Contract Agent of its intention to make effect a Cash Settlement in accordance with Section 5.4(a)(i) of the Purchase Contract Agreement, or if a Holder of such Corporate Units does notify the Purchase Contract Agent as provided in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in casheffect a Cash Settlement, but fails to make such payment as required by Section 5.02(b)(ii5.4(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s the Debentures underlying the Pledged Senior Notes Applicable Ownership Interests in accordance with Debentures pursuant to the Remarketing as described in Section 5.02(b)(iii5.4(a) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on , which is incorporated herein by reference, and Section 4.6 hereof. If all the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in Remarketings during the Final Three‑Day Remarketing pursuant to Period result in a Failed Remarketing as described in Section 5.02(c5.4(a) of the Purchase Contract Agreement, each Holder of Corporate Units of which Applicable Ownership Interests in Debentures are components (as to which the related Purchase Contracts have not been settled with cash) shall be deemed to have exercised its Put Right, as described in the Officer’s Certificate, with respect to its Applicable Ownership Interests in Debentures, and to have elected that a portion of the Put Price equal to the principal amount of the relevant Debentures underlying such Applicable Ownership Interests in Debentures be applied against such Corporate Unit Holder’s obligations to pay the Purchase Price for the Common Stock issued in accordance with each related Purchase Contract on the Purchase Contract Settlement Date. Following such application, such Holder’s obligations to pay the Purchase Price for the Common Stock will be deemed to be satisfied in full, and upon receipt of written confirmation from the Company that a portion of the Put Price in the amount specified in such notice has been so applied to pay the Purchase Price for the Common Stock, the Collateral Agent shall cause the Securities Intermediary to release the Debentures underlying all such Pledged Applicable Ownership Interests in Debentures from the Collateral Account and shall promptly transfer such Debentures to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining portion of the Proceeds of such Holder’s exercise of its Put Right in excess of the aggregate Purchase Price for Common Stock to be issued in accordance with each related Purchase Contract, if any, to the Purchase Contract Agent for payment to such Holder of the Corporate Units to which such Applicable Ownership Interests in Debentures relate. (dc) If there a Holder of Treasury Units or Corporate Units (if the Applicable Ownership Interests in the Treasury Portfolio has been replaced the Applicable Ownership Interests in Debentures as a Failed Final Remarketingcomponent of the Corporate Units) fails to notify the Purchase Contract Agent of its intention to effect a Cash Settlement in accordance with Section 5.4(c)(i) of the Purchase Contract Agreement, or if a Holder of Treasury Units or Corporate Units (if the Applicable Ownership Interest in the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as soon a component of the Corporate Units) notifies the Purchase Contract Agent as practicable after 5:00 p.m. (New York City timeprovided in Section 5.4(c)(i) of the Purchase Contract Agreement of its intention to effect a Cash Settlement, but fails to make such payment as required by Section 5.4(c)(ii) of the Purchase Contract Agreement, upon the maturity of the related Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of such Pledged Treasury Securities, or the portion of the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, corresponding to such Purchase Contracts received by the Collateral Agent shall deliver shall, upon written direction of the Company, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an aggregate amount equal to the Purchase Price will be remitted to the Company as payment of the Purchase Price of such Purchase Contracts. In the event the sum of the Proceeds from the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, and the investment earnings earned from the Permitted Investments, if any, is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent a notice, stating (i) for the amount benefit of Cash that it has received with respect to the Cash Settlement Holder of the related Treasury Units or Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.02(c)(i) or (f)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Settlement Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s 's related Pledged Senior Notes or Notes, Pledged Applicable Ownership InterestsInterests or Pledged Treasury Securities, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with in respect to of losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to (A) pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Settlement Price, to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of the Purchase Settlement Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of Corporate Units (unless if the Treasury Portfolio has not replaced the Senior Notes as a component of represented by such Corporate Units) ) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.02(c)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Settlement Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.02(c)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s 's Pledged Senior Notes in accordance with Section 5.02(b)(iiiparagraph 5.02(c)(iii) of the Purchase Contract Agreement. (c) If a Holder of a Treasury Unit or a Holder of a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Unit) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in paragraph 5.02(f)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent as provided in paragraph 5.02(f)(ii) of the Purchase Contract Agreement of its intention to pay the Settlement Price in cash, but fails to make such payment as required by paragraph 5.02(f)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Settlement Price in accordance with paragraph 5.02(f)(iii) of the Purchase Contract Agreement. (d) As soon as practicable after 5:00 p.m. 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c5.02(c)(iii) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from that a Holder of a Corporate Units PIES or Treasury Units that such Holder PIES has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement settle its Purchase Contract with cash and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date Date, in the case of Corporate PIES, and the Business Day immediately preceding the Purchase Contract Settlement Date, in the case of the Treasury PIES, of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: shall (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; Investments and (ii) instruct the Securities Intermediary to release from the Pledge (1) Pledged Preferred Stock in the case of a Holder of Corporate PIES, or (2) Pledged Treasury Securities in the case of a Holder of Treasury PIES with a liquidation or principal amount equal to the product of (x) the Stated Amount times (y) the number of such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, Purchase Contracts as to which such Holder has effected Holders have elected to effect a Cash Settlement cash settlement pursuant to this Section 5.05(a); and (iii5.5(a) and shall instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests Preferred Stock or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such HolderHolders, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent , for distribution to such Holders in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability accordance with respect to losses incurred as a result of the failure of the Company to provide timely written investment directiontheir respective interests. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) A instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in excess respect of the Purchase Price interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder the relevant Holders in accordance with the Purchase Contract Agreementtheir respective interests. (b) If a Holder of a Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify PIES notifies the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.4(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of the Pledged Preferred Stock of such Holder’s Pledged Senior Notes Holder in accordance with Section 5.02(b)(iiiparagraph 5.4(a)(iii) of the Purchase Contract Agreement. (c) As soon If a Holder of a Treasury PIES notifies the Purchase Contract Agent as practicable after 5:00 p.m. provided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with paragraph 5.4(d)(iii) of the Purchase Contract Agreement. (d) Prior to 3:00 p.m., New York City time) , on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash cash that it has received with respect to the Cash Settlement of Corporate Units, PIES and (ii) the amount of Cash cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract AgreementPIES. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from that a Holder of a Corporate Units PIES or Treasury Units that such Holder PIES has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date in the case of Corporate PIES, and the Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Treasury PIES, of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shallshall upon receipt of written directions from the Company: (i1) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii2) instruct the Securities Intermediary to release from the Pledge such Holder’s (i) in the case of a Holder of Corporate PIES, the related Pledged Senior Notes Notes, or (ii) in the case of a Holder of Treasury PIES, the related Pledged Applicable Ownership InterestsTreasury Securities, with a principal amount or principal amount at maturity, as applicablethe case may be, equal to the product of (x) the Stated Amount times (y) the number of Purchase Contracts as to which such Holder has effected elected to effect a Cash Settlement pursuant to this Section 5.05(a5.5(a); and (iii3) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests Notes or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such HolderHolders, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as , for distribution to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment directionHolder. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in excess respect of the Purchase Price interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of a Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify PIES notifies the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.4(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s the Pledged Senior Notes of such Holder in accordance with Section 5.02(b)(iiiparagraph 5.4(a)(iii) of the Purchase Contract Agreement. (c) As soon If a Holder of a Treasury PIES notifies the Purchase Contract Agent as practicable after 5:00 provided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with paragraph 5.4(d)(iii) of the Purchase Contract Agreement. (d) Prior to 3:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract AgreementPIES. (de) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 Prior to 3:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract AgreementPIES.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate PEPS Units or Treasury PEP Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. or on 11:00 a.m. (New York City time) on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i1) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii2) instruct the Securities Intermediary to release from the Pledge such Holder’s (i) in the case of a Holder of PEPS Units, the related Pledged Senior Deferrable Notes or (ii) in the case of a Holder of Treasury PEPS Units, the related Pledged Applicable Ownership Interests, as applicable, Treasury Securities with a principal amount equal to the product of (x) the Stated Amount times (y) the number of Purchase Contracts as to which such Holder has effected elected to effect a Cash Settlement pursuant to this Section 5.05(a5.5(a); and (iii3) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests Deferrable Notes or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as , for distribution to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment directionHolder. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in excess respect of the Purchase Price interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to the such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of Corporate PEPS Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify notifies the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.4(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s 's Pledged Senior Deferrable Notes in accordance with Section 5.02(b)(iiiparagraph 5.4(a)(iii) of the Purchase Contract Agreement. (c) As soon If a Holder of Treasury PEPS Units notifies the Purchase Contract Agent as practicable after 5:00 provided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with paragraph 5.4(d)(iii) of the Purchase Contract Agreement. (d) Prior to 3:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash cash that it has received with respect to the Cash Settlement of Corporate Units, PEPS Units and (ii) the amount of Cash cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract AgreementPEPS Units. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a such notice from that a Holder of Corporate Units or Treasury Units that such Holder an Income PRIDES has elected, in accordance with the procedures specified in Section 5.02(b)(i5.5(a)(i) of the Purchase Contract Agreement, Agreement to effect a settle its Purchase Contract with Cash Settlement and (2ii) payment of the amount required to settle such Purchase Contract by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct , at the Securities Intermediary written direction of the Company, promptly to invest any such Cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers' checks receivedreceived and any funds so wired, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holders. (b) If a Holder of Corporate Units an Income PRIDES (unless the Treasury Portfolio a Tax Event Redemption or a Successful Initial Remarketing has replaced the Senior Notes as a component of such Corporate Units) (ioccurred) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.5(a)(i) of the Purchase Contract Agreement, such failure shall constitute an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in Section 5.5(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of an Income PRIDES does notify the Purchase Contract Agent as provided in Section 5.02(b)(i5.5(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii5.5(a)(ii) of the Purchase Contract Agreement, the Pledged Notes of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Notes at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Secondary Remarketing as described in Section 5.5(b) of the Purchase Contract Agreement, such Failed Secondary Remarketing shall constitute an additional event of default hereunder by such Holder shall be deemed and the Collateral Agent, for the benefit of the Company, will also exercise its rights as a secured party with respect to have consented such Pledged Notes at the direction of the Company to retain or dispose of the disposition of such Holder’s Pledged Senior Notes Collateral in accordance with Section 5.02(b)(iii) of the Purchase Contract Agreementapplicable law. (c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from that a Holder of a Corporate Units or Treasury Units that such Holder Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement, to effect a Cash Settlement settle its Purchase Contract with cash and (2ii) payment by such Holder by deposit in of the Collateral Account on or amount required to settle the Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth sixth Business Day or (if all the Remarketings during the Final Three-Day Remarketing Period result in a Failed Remarketing) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date of Date, such payments pursuant to the Purchase Price foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashier’s cashiers’ check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct , upon written direction of the Securities Intermediary Company, promptly to invest any such cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds, if any, upon the maturity of the Permitted Investments on the Purchase Contract Settlement DateInvestments, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments Investments, if any, to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holder. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (iif Applicable Ownership Interests in Debentures are components thereof) fails to notify the Purchase Contract Agent of its intention to make effect a Cash Settlement in accordance with Section 5.4(a)(i) of the Purchase Contract Agreement, or if a Holder of such Corporate Units does notify the Purchase Contract Agent as provided in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in casheffect a Cash Settlement, but fails to make such payment as required by Section 5.02(b)(ii5.4(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s the Debentures underlying the Pledged Senior Notes Applicable Ownership Interests in accordance with Debentures pursuant to the Remarketing as described in Section 5.02(b)(iii5.4(a) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on , which is incorporated herein by reference, and Section 4.6 hereof. If all the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in Remarketings during the Final Three-Day Remarketing pursuant to Period result in a Failed Remarketing as described in Section 5.02(c5.4(a) of the Purchase Contract Agreement, each Holder of Corporate Units of which Applicable Ownership Interests in Debentures are components (as to which the related Purchase Contracts have not been settled with cash) shall be deemed to have exercised its Put Right, as described in the Officer’s Certificate, with respect to its Applicable Ownership Interests in Debentures, and to have elected that a portion of the Put Price equal to the principal amount of the relevant Debentures underlying such Applicable Ownership Interests in Debentures be applied against such Corporate Unit Holder’s obligations to pay the Purchase Price for the Common Stock issued in accordance with each related Purchase Contract on the Purchase Contract Settlement Date. Following such application, such Holder’s obligations to pay the Purchase Price for the Common Stock will be deemed to be satisfied in full, and upon receipt of written confirmation from the Company that a portion of the Put Price in the amount specified in such notice has been so applied to pay the Purchase Price for the Common Stock, the Collateral Agent shall cause the Securities Intermediary to release the Debentures underlying all such Pledged Applicable Ownership Interests in Debentures from the Collateral Account and shall promptly transfer such Debentures to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining portion of the Proceeds of such Holder’s exercise of its Put Right in excess of the aggregate Purchase Price for Common Stock to be issued in accordance with each related Purchase Contract, if any, to the Purchase Contract Agent for payment to such Holder of the Corporate Units to which such Applicable Ownership Interests in Debentures relate. (dc) If there a Holder of Treasury Units or Corporate Units (if the Applicable Ownership Interests in the Treasury Portfolio has been replaced the Applicable Ownership Interests in Debentures as components of the Corporate Units) fails to notify the Purchase Contract Agent of its intention to effect a Failed Final RemarketingCash Settlement in accordance with Section 5.4(c)(i) of the Purchase Contract Agreement, or if a Holder of Treasury Units or Corporate Units (if the Applicable Ownership Interest in the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as soon components of the Corporate Units) notifies the Purchase Contract Agent as practicable after 5:00 p.m. (New York City timeprovided in Section 5.4(c)(i) of the Purchase Contract Agreement of its intention to effect a Cash Settlement, but fails to make such payment as required by Section 5.4(c)(ii) of the Purchase Contract Agreement, upon the maturity of the related Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of such Pledged Treasury Securities, or the portion of the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, corresponding to such Purchase Contracts received by the Collateral Agent shall deliver shall, upon written direction of the Company, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an aggregate amount equal to the Purchase Price will be remitted to the Company as payment of the Purchase Price of such Purchase Contracts. In the event the sum of the Proceeds from the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, and the investment earnings earned from the Permitted Investments, if any, is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent a notice, stating (i) for the amount benefit of Cash that it has received with respect to the Cash Settlement Holder of the related Treasury Units or Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a such notice from that a Holder of Corporate Units an Income PRIDES or Treasury Units that such Holder Growth PRIDES has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a settle its Purchase Contract with Cash Settlement and (2ii) payment of the amount required to settle such contract by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct the Securities Intermediary shall promptly to invest any such Cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers' checks receivedreceived and any funds so wired, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holders. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) an Income PRIDES fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.4(a)(i) of the Purchase Contract Agreement, such failure shall constitute an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Preferred Securities pursuant to the remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of an Income PRIDES does notify the Agent as provided in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii5.4(a)(ii) of the Purchase Contract Agreement, the Preferred Securities of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Preferred Securities at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, such Failed Remarketing shall constitute an event of default hereunder by such Holder shall be deemed and the Collateral Agent, for the benefit of the Company, will also exercise its rights as a secured party with respect to have consented such Preferred Securities at the direction of the Company to retain or dispose of the disposition Collateral in accordance with applicable law. (c) If a Holder of a Growth PRIDES fails to notify the Purchase Contract Agent of such Holder’s Pledged Senior Notes 's intention to make a Cash Settlement in accordance with Section 5.02(b)(iii5.4(d)(i) of the Purchase Contract Agreement. , or if a Holder of a Growth PRIDES does notify the Agent as provided in paragraph 5.4 (cd)(i) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding of the Purchase Contract Settlement Date, the Collateral Agent shall deliver Agreement of its intention to pay the Purchase Contract Agent a noticePrice in cash, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect but fails to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(cmake such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) such failure shall constitute an event of default hereunder by such Holder and upon the maturity of any Pledged Treasury Securities or the Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of the Pledged Treasury Securities or the Treasury Portfolio received by the Collateral Agent shall deliver shall, upon written direction of the Company, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the Treasury Portfolio, as the case may be, and the investment earnings earned from such investments is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent a notice, stating (i) for the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise benefit of the Put Right has occurred pursuant to Section 5.02(c) Holder of the Purchase Contract Agreementrelated Growth PRIDES or Income PRIDES when received.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from that a Holder of Corporate Units an Income PRIDES or Treasury Units that such Holder a Growth PRIDES has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a settle its Purchase Contract with Cash Settlement and (2ii) payment by such Holder by deposit in of the Collateral Account on or amount required to settle the Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct the Securities Intermediary shall promptly to invest any such Cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers' checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holder. (b) If a Holder of Corporate Units an Income PRIDES (unless the a Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (irelevant Debt Security) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.4(a)(i) of the Purchase Contract Agreement, such failure shall constitute a default under the related Purchase Contract and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Debt Securities pursuant to the remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, which is incorporated herein by reference and Section 4.6 hereof, and the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to applicable Pledged Debt Securities at the direction of the Company to cause the remarketing of such Pledged Debt Securities. If a Holder of Income PRIDES does notify the Purchase Contract Agent as provided in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cashmake a Cash Settlement, but fails to make such payment as required by Section 5.02(b)(ii5.4(a)(ii) of the Purchase Contract Agreement, such Holder failure shall be deemed to have consented to constitute a default under the disposition related Purchase Contract and hereunder, and the Pledged Debt Securities of such Holder’s Pledged Senior Notes a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Debt Securities at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Remarketing as described in Section 5.02(b)(iii5.4(b) of the Purchase Contract Agreement, such Failed Remarketing shall constitute a default hereunder by such Holder, and the Collateral Agent, for the benefit of the Company, will also exercise its rights as a secured party with respect to such Debt Securities at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. (c) As soon as practicable after 5:00 p.m. If a Holder of Growth PRIDES or Income PRIDES (New York City timeif a Treasury Portfolio has replaced the Debt Securities) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver fails to notify the Purchase Contract Agent of such Holder's intention to make a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received in accordance with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c5.4(d)(i) of the Purchase Contract Agreement. , or if a Holder of Growth PRIDES or Income PRIDES (dif a Treasury Portfolio has replaced the Debt Securities) If there has been notifies the Purchase Contract Agent as provided in Section 5.4(d)(i) of the Purchase Contract Agreement of its intention to make a Failed Final RemarketingCash Settlement, but fails to make such payment as soon as practicable after 5:00 p.m. (New York City timerequired by Section 5.4(d)(ii) of the Purchase Contract Agreement, such failure shall constitute a default under the related Purchase Contracts and hereunder by such Holder and upon the maturity of the related Pledged Treasury Securities or the Pledged Applicable Ownership Interest in a Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of such Pledged Treasury Securities or the portion of the Pledged Applicable Ownership Interest in a Treasury Portfolio corresponding to such Purchase Contracts received by the Collateral Agent shall deliver shall, upon written direction of the Company, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an aggregate amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the Pledged Treasury Securities or the Pledged Applicable Ownership Interest in a Treasury Portfolio, as the case may be, and the investment earnings earned from such investments is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent a notice, stating (i) for the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise benefit of the Put Right has occurred pursuant to Section 5.02(c) Holder of the Purchase Contract Agreementrelated Growth PRIDES or Income PRIDES when received.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate SPC Units or Treasury SPC Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. or on 11:00 a.m. (New York City time) on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date [in the case of a SPC Unit, unless a Tax Event Redemption has occurred, or on the Business Day prior to the Purchase Contract Settlement Date in the case of Treasury SPC Units or a SPC Unit, if a Tax Event Redemption has occurred,] of the Purchase Price in lawful money of the United States by certified or cashier’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i1) instruct the Securities Intermediary promptly to invest any such Cash in Permitted InvestmentsInvestments [maturing on or prior to the Contract Settlement Date]; (ii2) instruct the Securities Intermediary to release from the Pledge such Holder’s (i) in the case of a Holder of SPC Units, the related Pledged Senior Notes [or Pledged Applicable Ownership InterestsInterest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, as applicable] or (ii) in the case of a Holder of Treasury SPC Units, the related Pledged Treasury Securities with a principal amount equal to the product of (x) the Stated Amount times (y) the number of Purchase Contracts as to which such Holder has effected elected to effect a Cash Settlement pursuant to this Section 5.05(a5.5(a); and (iii3) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Notes [or Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio,] or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as , for distribution to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment directionHolder. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in excess of the Purchase Price of the interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to the such Holder in accordance with the Purchase Contract AgreementHolder. (b) If [So long as a Tax Event Redemption shall not have occurred,] if a Holder of Corporate SPC Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify notifies the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.4(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s Pledged Senior Notes in accordance with Section 5.02(b)(iiiparagraph 5.4(a)(iii) of the Purchase Contract Agreement. (c) As soon If a Holder of Treasury SPC Units [or, if a Tax Event Redemption shall have occurred, a Holder of SPC Units,] notifies the Purchase Contract Agent as practicable after 5:00 provided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with paragraph 5.4(d)(iii) of the Purchase Contract Agreement. (d) Prior to 3:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash cash that it has received with respect to the Cash Settlement of Corporate Units, SPC Units and (ii) the amount of Cash cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract AgreementSPC Units. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon Unless a Holder has effected an Early Settlement or a Merger Early Settlement or a Successful Remarketing during the Period for Early Remarketing has occurred, in the case of Corporate PIES, and unless a Termination Event has occurred prior to dates required for notice to elect the Cash Settlement right specified in the Purchase Contract Agreement and the Collateral Agent has received written notice from the Company, the Purchase Contract Agent or, in the case of a Termination Event, from the holders of at least 10% of the outstanding PIES of such Early Settlement, Merger Early Settlement, Successful Remarketing or Termination Event, as the case may be, upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent (including a copy of such notice received from the Holder substantially in the form of Exhibit F to the Purchase Contract Agreement) promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of a Corporate Units PIES or a Treasury Units PIES that such Holder it has elected, in accordance with the procedures specified in Section 5.02(b)(i5.8(a)(i) or (b)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. 11:00 a.m. (New York City time) ), on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date in the case of Corporate PIES, and the Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Treasury PIES, of the Purchase Price in lawful money of the United States by certified or cashier’s cashiers' check or wire transfer transfer, in each case of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shallshall upon receipt of written directions from the Company: (i1) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii2) instruct the Securities Intermediary to release from the Pledge such Holder’s (i) in the case of a Holder of Corporate PIES, the related Pledged Senior Notes Notes, or (ii) in the case of a Holder of Treasury PIES, the related Pledged Applicable Ownership InterestsTreasury Securities, with a principal amount or principal amount at maturity, as applicablethe case may be, equal to the product of (x) the Stated Amount times (y) the number of Purchase Contracts as to which such Holder has effected elected to effect a Cash Settlement pursuant to this Section 5.05(a)Settlement; and (iii3) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests Notes or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such HolderHolders, in each case free and clear of the Pledge created hereby, for distribution to such Holder. The Company shall instruct the Collateral Agent in writing Securities Intermediary as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 10:00 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary), the Collateral Agent shall instruct the Securities Intermediary to shall invest such Cash in the Permitted Investments described in clause (6) 6 of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of identified by the Company to provide timely written investment directionin the Account Direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in excess respect of the Purchase Price interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of a Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify PIES notifies the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(i5.8(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii5.8(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to (A) the disposition of such Holder’s the Pledged Senior Notes in the Final Remarketing Period in accordance with Section 5.02(b)(iii5.3 of the Purchase Contract Agreement or, (B) if a Failed Remarketing occurs the Collateral Agent, for the benefit of the Company, and upon written direction of the Company as provided in this Agreement, exercising all of its rights as a secured party with respect to any Pledged Senior Notes under this Agreement and, subject to applicable law, by either (i) retaining such Senior Notes in full satisfaction of such Holder's obligations under the related Purchase Contracts or (ii) selling such Senior Notes in one or more public or private sales. (c) If a Holder of a Treasury PIES notifies the Purchase Contract Agent as provided in Section 5.8(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.8(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with Section 5.8(b) hereof. (cd) As soon as practicable after 5:00 Prior to 3:00 p.m. (New York City time) ), on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract AgreementPIES. (de) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 Prior to 3:00 p.m. (New York City time) ), on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract AgreementPIES.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i) or 5.02(e)(i) of the Purchase Contract Agreement, Agreement to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (New York City time) on the fourth Business Day or the first Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Notes or Pledged Applicable Ownership Interests or the Pledged Treasury SecuritiesInterests, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with in respect to of losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds and deliver any certified or cashier’s checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract Agreement. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s Pledged Senior Notes in accordance with Section 5.02(b)(iii) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iiiii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c5.02(c)(i) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iiiii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c5.02(c)(iii) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury Normal Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.02(c)(i) of the Purchase Contract Agreement, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States of America by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related 's Pledged Applicable Ownership Interests in Senior Notes and the aggregate principal amount of Pledged Senior Notes or underlying such Pledged Applicable Ownership Interests, as applicableInterests in Senior Notes related to the Normal Units, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the in Senior Notes and such Pledged Treasury Securities, as the case may be, Senior Notes to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. A Holder of Normal Units may only affect a Cash Settlement in integral multiples of 20 Units. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with in respect to of losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of Corporate Normal Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.02(c)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.02(c)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of the Pledged Senior Notes related to such Holder’s Pledged 's Applicable Ownership Interests in Senior Notes in accordance with Section 5.02(b)(iiiparagraph 5.02(c)(iii) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Normal Units, and (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c5.02(c)(iii) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon Unless a Holder has effected an Early Settlement or a Merger Early Settlement or a Successful Remarketing has occurred, in the case of Corporate PIES, and unless a Termination Event has occurred prior to dates required for notice to elect the Cash Settlement right specified in the Purchase Contract Agreement and the Collateral Agent has received written notice from the Company, the Purchase Contract Agent or, in the case of a Termination Event, from the holders of at least 10% of the outstanding PIES of such Early Settlement, Merger Early Settlement, Successful Remarketing or Termination Event, as the case may be, upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent (including a copy of such notice received from the Holder substantially in the form of Exhibit F to the Purchase Contract Agreement) promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of a Corporate Units PIES or a Treasury Units PIES that such Holder it has elected, in accordance with the procedures specified in Section 5.02(b)(i5.8(a)(i) or (b)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. 11:00 a.m. (New York City time) ), on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date in the case of Corporate PIES, and the Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Treasury PIES, of the Purchase Price in lawful money of the United States by certified or cashier’s cashiers' check or wire transfer transfer, in each case of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shallshall upon receipt of written directions from the Company: (i1) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii2) instruct the Securities Intermediary to release from the Pledge such Holder’s (i) in the case of a Holder of Corporate PIES, the related Pledged Senior Notes Notes, or (ii) in the case of a Holder of Treasury PIES, the related Pledged Applicable Ownership InterestsTreasury Securities, with a principal amount or principal amount at maturity, as applicablethe case may be, equal to the product of (x) the Stated Amount times (y) the number of Purchase Contracts as to which such Holder has effected elected to effect a Cash Settlement pursuant to this Section 5.05(a)Settlement; and (iii3) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests Notes or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such HolderHolders, in each case free and clear of the Pledge created hereby, for distribution to such Holder. The Company shall instruct the Collateral Agent in writing Securities Intermediary as to the type of Permitted Investments in which any such Cash shall be invested; providedPROVIDED, howeverHOWEVER, that if the Company fails to deliver such written instructions by 10:30 10:00 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary), the Collateral Agent shall instruct the Securities Intermediary to shall invest such Cash in the Permitted Investments described in clause (6) 6 of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of identified by the Company to provide timely written investment directionin the Account Direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in excess respect of the Purchase Price interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of a Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify PIES notifies the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(i5.8(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii5.8(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to (A) to the disposition of such Holder’s the Pledged Senior Notes on the third Business Day prior to the Purchase Contract Settlement Date in connection with the Final Remarketing in accordance with Section 5.02(b)(iii5.3 of the Purchase Contract Agreement or, (B) if a Failed Remarketing occurs, the Collateral Agent, for the benefit of the Company, and upon written direction of the Company as provided in this Agreement, exercising all of its rights as a secured party with respect to any Pledged Senior Notes under this Agreement and, subject to applicable law, by either (i) retaining such Senior Notes in full satisfaction of such Holder's obligations under the related Purchase Contracts or (ii) selling such Senior Notes in one or more public or private sales. (c) If a Holder of a Treasury PIES notifies the Purchase Contract Agent as provided in Section 5.8(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.8(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with Section 5.8(b) hereof. (cd) As soon as practicable after 5:00 Prior to 3:00 p.m. (New York City time) ), on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract AgreementPIES. (de) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 Prior to 3:00 p.m. (New York City time) ), on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract AgreementPIES.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from that a Holder of a Corporate Units or Treasury Units that such Holder Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement, to effect a Cash Settlement settle its Purchase Contract with cash and (2ii) payment by such Holder by deposit in of the Collateral Account on or amount required to settle the Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth sixth Business Day or (if all the Remarketings during the Final Three‑Day Remarketing Period result in a Failed Remarketing) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date of Date, such payments pursuant to the Purchase Price foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashier’s cashiers’ check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct , upon written direction of the Securities Intermediary Company, promptly to invest any such cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds, if any, upon the maturity of the Permitted Investments on the Purchase Contract Settlement DateInvestments, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release DB1/ 112040219.3 shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments Investments, if any, to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holder. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (iif Applicable Ownership Interests in Debentures are components thereof) fails to notify the Purchase Contract Agent of its intention to make effect a Cash Settlement in accordance with Section 5.4(a)(i) of the Purchase Contract Agreement, or if a Holder of such Corporate Units does notify the Purchase Contract Agent as provided in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in casheffect a Cash Settlement, but fails to make such payment as required by Section 5.02(b)(ii5.4(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s the Debentures underlying the Pledged Senior Notes Applicable Ownership Interests in accordance with Debentures pursuant to the Remarketing as described in Section 5.02(b)(iii5.4(a) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on , which is incorporated herein by reference, and Section 4.6 hereof. If all the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in Remarketings during the Final Three‑Day Remarketing pursuant to Period result in a Failed Remarketing as described in Section 5.02(c5.4(a) of the Purchase Contract Agreement, each Holder of Corporate Units of which Applicable Ownership Interests in Debentures are components (as to which the related Purchase Contracts have not been settled with cash) shall be deemed to have exercised its Put Right, as described in the Officer’s Certificate, with respect to its Applicable Ownership Interests in Debentures, and to have elected that a portion of the Put Price equal to the principal amount of the relevant Debentures underlying such Applicable Ownership Interests in Debentures be applied against such Corporate Unit Holder’s obligations to pay the Purchase Price for the Common Stock issued in accordance with each related Purchase Contract on the Purchase Contract Settlement Date. Following such application, such Holder’s obligations to pay the Purchase Price for the Common Stock will be deemed to be satisfied in full, and upon receipt of written confirmation from the Company that a portion of the Put Price in the amount specified in such notice has been so applied to pay the Purchase Price for the Common Stock, the Collateral Agent shall cause the Securities Intermediary to release the Debentures underlying all such Pledged Applicable Ownership Interests in Debentures from the Collateral Account and shall promptly transfer such Debentures to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining portion of the Proceeds of such Holder’s exercise of its Put Right in excess of the aggregate Purchase Price for Common Stock to be issued in accordance with each related Purchase Contract, if any, to the Purchase Contract Agent for payment to such Holder of the Corporate Units to which such Applicable Ownership Interests in Debentures relate. (dc) If there a Holder of Treasury Units or Corporate Units (if the Applicable Ownership Interests in the Treasury Portfolio has been replaced the Applicable Ownership Interests in Debentures as a Failed Final Remarketingcomponent of the Corporate Units) fails to notify the Purchase Contract Agent of its intention to effect a Cash Settlement in accordance with Section 5.4(c)(i) of the Purchase Contract Agreement, or if a Holder of Treasury Units or Corporate Units (if the Applicable Ownership Interest in the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as soon a component of the Corporate Units) notifies the Purchase Contract Agent as practicable after 5:00 p.m. (New York City timeprovided in Section 5.4(c)(i) of the Purchase Contract Agreement of its intention to effect a Cash Settlement, but fails to make such payment as required by Section 5.4(c)(ii) of the Purchase Contract Agreement, upon the maturity of the related Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the DB1/ 112040219.3 Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of such Pledged Treasury Securities, or the portion of the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, corresponding to such Purchase Contracts received by the Collateral Agent shall deliver shall, upon written direction of the Company, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an aggregate amount equal to the Purchase Price will be remitted to the Company as payment of the Purchase Price of such Purchase Contracts. In the event the sum of the Proceeds from the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, and the investment earnings earned from the Permitted Investments, if any, is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent a notice, stating (i) for the amount benefit of Cash that it has received with respect to the Cash Settlement Holder of the related Treasury Units or Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from that a Holder of a Corporate Units or Treasury Units that such Holder Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement, to effect a Cash Settlement settle its Purchase Contract with cash and (2ii) payment by such Holder by deposit in of the Collateral Account on or amount required to settle the Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth sixth Business Day or (if all the Remarketings during the Final Three‑Day Remarketing Period result in a Failed Remarketing) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date of Date, such payments pursuant to the Purchase Price foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashier’s cashiers’ check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct , upon written direction of the Securities Intermediary Company, promptly to invest any such cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds, if any, upon the maturity of the Permitted Investments on the Purchase Contract Settlement DateInvestments, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release DB1/ 116050876.5 shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments Investments, if any, to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holder. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (iif Applicable Ownership Interests in Debentures are components thereof) fails to notify the Purchase Contract Agent of its intention to make effect a Cash Settlement in accordance with Section 5.4(a)(i) of the Purchase Contract Agreement, or if a Holder of such Corporate Units does notify the Purchase Contract Agent as provided in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in casheffect a Cash Settlement, but fails to make such payment as required by Section 5.02(b)(ii5.4(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s the Debentures underlying the Pledged Senior Notes Applicable Ownership Interests in accordance with Debentures pursuant to the Remarketing as described in Section 5.02(b)(iii5.4(a) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on , which is incorporated herein by reference, and Section 4.6 hereof. If all the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in Remarketings during the Final Three‑Day Remarketing pursuant to Period result in a Failed Remarketing as described in Section 5.02(c5.4(a) of the Purchase Contract Agreement, each Holder of Corporate Units of which Applicable Ownership Interests in Debentures are components (as to which the related Purchase Contracts have not been settled with cash) shall be deemed to have exercised its Put Right, as described in the Officer’s Certificate, with respect to its Applicable Ownership Interests in Debentures, and to have elected that a portion of the Put Price equal to the principal amount of the relevant Debentures underlying such Applicable Ownership Interests in Debentures be applied against such Corporate Unit Holder’s obligations to pay the Purchase Price for the Common Stock issued in accordance with each related Purchase Contract on the Purchase Contract Settlement Date. Following such application, such Holder’s obligations to pay the Purchase Price for the Common Stock will be deemed to be satisfied in full, and upon receipt of written confirmation from the Company that a portion of the Put Price in the amount specified in such notice has been so applied to pay the Purchase Price for the Common Stock, the Collateral Agent shall cause the Securities Intermediary to release the Debentures underlying all such Pledged Applicable Ownership Interests in Debentures from the Collateral Account and shall promptly transfer such Debentures to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining portion of the Proceeds of such Holder’s exercise of its Put Right in excess of the aggregate Purchase Price for Common Stock to be issued in accordance with each related Purchase Contract, if any, to the Purchase Contract Agent for payment to such Holder of the Corporate Units to which such Applicable Ownership Interests in Debentures relate. (dc) If there a Holder of Treasury Units or Corporate Units (if the Applicable Ownership Interests in the Treasury Portfolio has been replaced the Applicable Ownership Interests in Debentures as components of the Corporate Units) fails to notify the Purchase Contract Agent of its intention to effect a Failed Final RemarketingCash Settlement in accordance with Section 5.4(c)(i) of the Purchase Contract Agreement, or if a Holder of Treasury Units or Corporate Units (if the Applicable Ownership Interest in the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as soon components of the Corporate Units) notifies the Purchase Contract Agent as practicable after 5:00 p.m. (New York City timeprovided in Section 5.4(c)(i) of the Purchase Contract Agreement of its intention to effect a Cash Settlement, but fails to make such payment as required by Section 5.4(c)(ii) of the Purchase Contract Agreement, upon the maturity of the related Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the DB1/ 116050876.5 Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of such Pledged Treasury Securities, or the portion of the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, corresponding to such Purchase Contracts received by the Collateral Agent shall deliver shall, upon written direction of the Company, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an aggregate amount equal to the Purchase Price will be remitted to the Company as payment of the Purchase Price of such Purchase Contracts. In the event the sum of the Proceeds from the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, and the investment earnings earned from the Permitted Investments, if any, is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent a notice, stating (i) for the amount benefit of Cash that it has received with respect to the Cash Settlement Holder of the related Treasury Units or Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units MEDS or Treasury Units MEDS that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.02(c)(i) or (f)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder of Corporate MEDS or Treasury MEDS by deposit in the Collateral Account on or prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s the Corporate MEDS holder's or the Treasury MEDS holder's related Pledged Senior Notes or Notes, Pledged Applicable Ownership InterestsInterests or Pledged Treasury Securities, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to such Holder. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary), the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of Corporate Units MEDS (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate UnitsTax Event Redemption, a Successful Initial Remarketing or a Successful Interim Remarketing shall have occurred) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.02(c)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.02(c)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s 's Pledged Senior Notes in accordance with Section 5.02(b)(iiiparagraph 5.02 (c) (iii) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon (1) receipt by the Collateral Agent of (1) a notice from the Stock Purchase Contract Agent promptly after 5:00 p.m. (New York City time) on the receipt by the eleventh (11th) Business Day immediately preceding each scheduled Stock Purchase Contract Agent Date with respect to notices from Holders of a notice from a Holder of Corporate Units or Treasury Normal Common Equity Units that such Holder has Holders have elected, in accordance with the procedures specified in Section 5.02(b)(i5.2(b)(i) of the Stock Purchase Contract Agreement, to effect a Cash Settlement Settlement, and (2) payment by receipt from such Holder by deposit in the Securities Intermediary for credit to the applicable Collateral Account on at or prior to 5:00 p.m. (New York City time) on the fourth eleventh (11th) Business Day immediately preceding the applicable Stock Purchase Contract Settlement Date of the applicable Purchase Price in lawful money of the United States by certified or cashier’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then then, subject to receipt of instructions from the Company under Section 3.3(b), the Collateral Agent shall: (i) shall instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) maturing on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted InvestmentsStock Purchase Date. In no the event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon Successful Remarketing, upon receipt of Proceeds upon the maturity of the Permitted Investments on the a Stock Purchase Contract Settlement Date, the Collateral Agent shall (Ai) instruct the Securities Intermediary to pay the portion of such Proceeds and deliver any certified or cashier’s checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Contract Settlement Date, and (Bii) release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Stock Purchase Contract Agent for distribution to such Holder the Holders who elected to effect a Cash Settlement in accordance with the Stock Purchase Contract Agreement. (b) If a Holder of Corporate Normal Common Equity Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify the Purchase Contract Agent of its intention to make a duly elect Cash Settlement as provided in accordance with Section 5.02(b)(i5.2(b)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Stock Purchase Contract Agreement, then such Holder shall be deemed to have consented to the disposition of such Holder’s Pledged Senior Notes Debt Securities in accordance with Section 5.02(b)(iii5.2(b)(iii) of the Stock Purchase Contract Agreement. (ci) As soon as practicable after 5:00 p.m. No later than 11:00 a.m. (New York City time) on the fourth tenth (10th) Business Day immediately preceding the applicable Stock Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Stock Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the number of Normal Common Equity Units as to which it has received Cash Settlement notices and the amount of Cash it has received in connection with such Cash Settlement notices and (ii) the amount of Pledged Debt Securities to be remarketed in the applicable Remarketing pursuant to Section 5.2(a) of the Stock Purchase Contract Agreement, of the series that is to be remarketed in the applicable Remarketing. (ii) In the event of a Failed Remarketing that is not a Final Failed Remarketing, the Collateral Agent shall (i) promptly return the Cash that it has received with respect to the Cash Settlement of Corporate Units, Normal Common Equity Units to the Stock Purchase Contract Agent for distribution to Holders who elected to effect a Cash Settlement and (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the applicable Stock Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Stock Purchase Contract Agent a notice, stating (iA) the amount of Cash that it has received and returned with respect to the Cash Settlement of Corporate Units, Normal Common Equity Units and (iiB) the amount of Pledged Debt Securities of the series subject to the Failed Remarketing in the applicable Collateral Accounts. (iii) In the event of a Successful Remarketing, the Collateral Agent shall (i) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Debt Securities of the series subject to the Successful Remarketing as to which such Holder has effected a Cash Settlement pursuant to Section 5.6(a), and (ii) instruct the Securities Intermediary to Transfer all such Pledged Debt Securities of the series subject to the Successful Remarketing to the Stock Purchase Contract Agent for distribution to such Holder free and clear of the Pledge created hereby. (iv) In the event of a Final Failed Remarketing, the Collateral Agent shall (i) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Debt Securities of the series subject to the Final Failed Remarketing as to which such Holder has elected not to exercise its Put Right pursuant to Section 5.6(a), and (ii) instruct the Securities Intermediary to Transfer all such Pledged Debt Securities of the series subject to the Final Failed Remarketing to the Stock Purchase Contract Agent for distribution to such Holder free and clear of the Pledge created hereby; provided, however, that it the Company shall have no obligation to comply with this clause (iv) if such Holder has received failed to make the payment required by Section 5.2(b)(ii) of the Stock Purchase Contract Agreement with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract AgreementSettlement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2ii) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s 's related Pledged Senior Notes or Subordinated Notes, Pledged Applicable Ownership InterestsInterests and Pledged Treasury Securities, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a4.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Subordinated Notes, Pledged Applicable Ownership Interests or and the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6vi) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with in respect to of losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Subordinated Notes as a component of such Corporate Units) ) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s 's Pledged Senior Subordinated Notes in accordance with Section 5.02(b)(iii) of the Purchase Contract Agreement. (c) If a Holder of a Treasury Unit or a Holder of a Corporate Unit (if the Treasury Portfolio has replaced the Subordinated Notes as a component of such Corporate Unit) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(d)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent as provided in Section 5.02(d)(ii) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with Section 5.02(d)(iii) of the Purchase Contract Agreement. (d) As soon as practicable after 5:00 p.m. 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Subordinated Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c5.02(c)(i) of the Purchase Contract Agreement. (de) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. 11:00 a.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Subordinated Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c5.02(c)(iii) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Warrant Agent promptly after the receipt by the Purchase Contract Warrant Agent of a notice from a Holder of Corporate Units or Treasury Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.02(c)(i) or (f)(i) of the Purchase Contract Warrant Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Warrant Settlement Date of the Purchase Settlement Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s 's related Pledged Senior Notes or Notes, Pledged Applicable Ownership InterestsInterests or Pledged Treasury Securities, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Warrant Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with in respect to of losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Warrant Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to (A) pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Settlement Price, to the Company on the Purchase Contract Warrant Settlement Date, and (B) release any amounts in excess of the Purchase Settlement Price earned from such Permitted Investments to the Purchase Contract Warrant Agent for distribution to such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of Corporate Units (unless if the Treasury Portfolio has not replaced the Senior Notes as a component of represented by such Corporate Units) ) (i) fails to notify the Purchase Contract Warrant Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.02(c)(i) of the Purchase Contract Warrant Agreement or (ii) does notify the Purchase Contract Warrant Agent of its intention to pay the Purchase Settlement Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.02(c)(ii) of the Purchase Contract Warrant Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s 's Pledged Senior Notes in accordance with Section 5.02(b)(iiiparagraph 5.02(c)(iii) of the Purchase Contract Warrant Agreement. (c) If a Holder of a Treasury Unit or a Holder of a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Unit) (i) fails to notify the Warrant Agent of its intention to make a Cash Settlement as provided in paragraph 5.02(f)(i) of the Warrant Agreement or (ii) does notify the Warrant Agent as provided in paragraph 5.02(f)(ii) of the Warrant Agreement of its intention to pay the Settlement Price in cash, but fails to make such payment as required by paragraph 5.02(f)(ii) of the Warrant Agreement, such Holder shall be deemed to have elected to pay the Settlement Price in accordance with paragraph 5.02(f)(iii) of the Warrant Agreement. (d) As soon as practicable after 5:00 p.m. 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Warrant Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Warrant Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c5.02(c)(iii) of the Purchase Contract Warrant Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a such notice from that a Holder of Corporate Units an Type A Securities or Treasury Units that such Holder Type B Securities has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a settle its Purchase Contract with Cash Settlement and (2ii) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct the Securities Intermediary , promptly to invest any such Cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers' checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holders. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) Type A Securities fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in accordance with Section 5.02(b)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii5.4(a)(i) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s Pledged Senior Notes the pledged Debt Securities pursuant to the remarketing as described in accordance with Section 5.02(b)(iii5.4(b) of the Purchase Contract Agreement. (c, which is incorporated herein by reference. If a Holder of Type A Securities does notify the Agent as provided in Section 5.4(a)(i) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding of the Purchase Contract Settlement DateAgreement of its intention to make a Cash Settlement, the Collateral Agent shall deliver but fails to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to make such payment as required by Section 5.02(c5.4(a)(ii) of the Purchase Contract Agreement, the Debt Securities of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Debt Securities at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, such Failed Remarketing shall constitute an event of default hereunder by such Holder and the Collateral Agent, for the benefit of the Company, will also exercise its rights as a secured party with respect to such Debt Securities at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. (dc) If there has been a Failed Final RemarketingHolder of a Type B Securities fails to notify the Purchase Contract Agent of such Holder's intention to make a Cash Settlement in accordance with Section 5.4(d)(i) of the Purchase Contract Agreement, or if a Holder of a Type B Securities does notify the Agent as soon provided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlement, but fails to make such payment as practicable after 5:00 p.m. (New York City timerequired by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, upon the maturity of any Pledged Treasury Securities or the Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of the Pledged Treasury Securities or the Treasury Portfolio received by the Collateral Agent shall deliver shall, upon written direction of the Company, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the Treasury Portfolio, as the case may be, and the investment earnings earned from such investments is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent a notice, stating (i) for the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise benefit of the Put Right has occurred pursuant to Section 5.02(c) Holder of the Purchase Contract Agreementrelated Type B Securities or Type A Securities when received.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a such notice from that a Holder of a Corporate Units or Treasury Units that such Holder Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement, to effect a settle its Purchase Contract with Cash Settlement and (2ii) payment of the amount required to settle such Purchase Contract by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: shall (ix) instruct at the Securities Intermediary written direction of the Company, promptly to invest any such Cash received from a Holder in connection with a Cash Settlement in Permitted Investments; Investments and (iiy) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership InterestsPledge, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of any security interest of the Pledge created hereby. The Company shall instruct Company, the Collateral Agent in writing as Pledged Senior Notes underlying the Corporate Units and Transfer such Pledged Senior Notes to the type Holder thereof or its designee pursuant to Section 5.4(g) of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities IntermediaryPurchase Contract Agreement. Upon a release of Pledged Senior Notes, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash reflect a decrease in the Permitted Investments described in clause (6) aggregate principal amount of such Pledged Senior Notes by an endorsement on the definition of Permitted Investments. In no event shall schedule attached to the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment directioncertificate representing such Pledged Senior Notes. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers' checks receivedreceived and any funds so wired, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holders. (b) If a Holder of a Corporate Units Unit (unless the Treasury Portfolio a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has replaced the Senior Notes as a component of such Corporate Units) (ioccurred) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.4(a)(i) of the Purchase Contract Agreement, such failure shall constitute an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Senior Notes pursuant to the Final Remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of a Corporate Unit does notify the Purchase Contract Agent as provided in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s Pledged Senior Notes in accordance with Section 5.02(b)(iii) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to as required by Section 5.02(c5.4(a)(ii) of the Purchase Contract Agreement. (d) If there has been , such a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Holder shall deliver be deemed to have consented to the Purchase Contract Agent a notice, stating (i) disposition of the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to the Final Remarketing in accordance with Section 5.02(c5.4(b) of the Purchase Contract Agreement. In addition, in the event of a Failed Final Remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, such Failed Final Remarketing shall constitute an additional event of default hereunder by such Holder, and the Collateral Agent, for the benefit of the Company, will also exercise its rights as a secured party with respect to such Pledged Senior Notes at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from that a Holder of a Corporate Units or Treasury Units that such Holder Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement, to effect a Cash Settlement settle its Purchase Contract with cash and (2ii) payment by such Holder by deposit in of the Collateral Account on or amount required to settle the Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth sixth Business Day or (if all the Remarketings during the Final Three-Day Remarketing Period result in a Failed Remarketing) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date of Date, such payments pursuant to the Purchase Price foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashier’s cashiers’ check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct , upon written direction of the Securities Intermediary Company, promptly to invest any such cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds, if any, upon the maturity of the Permitted Investments on the Purchase Contract Settlement DateInvestments, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments Investments, if any, to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holder. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (iif Applicable Ownership Interests in Debentures are components thereof) fails to notify the Purchase Contract Agent of its intention to make effect a Cash Settlement in accordance with Section 5.4(a)(i) of the Purchase Contract Agreement, or if a Holder of such Corporate Units does notify the Purchase Contract Agent as provided in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in casheffect a Cash Settlement, but fails to make such payment as required by Section 5.02(b)(ii5.4(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s the Debentures underlying the Pledged Senior Notes Applicable Ownership Interests in accordance with Debentures pursuant to the Remarketing as described in Section 5.02(b)(iii5.4(a) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on , which is incorporated herein by reference, and Section 4.6 hereof. If all the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in Remarketings during the Final Three-Day Remarketing pursuant to Period result in a Failed Remarketing as described in Section 5.02(c5.4(a) of the Purchase Contract Agreement, each Holder of Corporate Units of which Applicable Ownership Interests in Debentures are components (as to which the related Purchase Contracts have not been settled with cash) shall be deemed to have exercised its Put Right, as described in the Officer’s Certificate, with respect to its Applicable Ownership Interests in Debentures, and to have elected that a portion of the Put Price equal to the principal amount of the relevant Debentures underlying such Applicable Ownership Interests in Debentures be applied against such Corporate Unit Holder’s obligations to pay the Purchase Price for the Common Stock issued in accordance with each related Purchase Contract on the Purchase Contract Settlement Date. Following such application, such Holder’s obligations to pay the Purchase Price for the Common Stock will be deemed to be satisfied in full, and upon receipt of written confirmation from the Company that a portion of the Put Price in the amount specified in such notice has been so applied to pay the Purchase Price for the Common Stock, the Collateral Agent shall cause the Securities Intermediary to release the Debentures underlying all such Pledged Applicable Ownership Interests in Debentures from the Collateral Account and shall promptly transfer such Debentures to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining portion of the Proceeds of such Holder’s exercise of its Put Right in excess of the aggregate Purchase Price for Common Stock to be issued in accordance with each related Purchase Contract, if any, to the Purchase Contract Agent for payment to such Holder of the Corporate Units to which such Applicable Ownership Interests in Debentures relate. (dc) If there a Holder of Treasury Units or Corporate Units (if the Applicable Ownership Interests in the Treasury Portfolio has been replaced the Applicable Ownership Interests in Debentures as a Failed Final Remarketingcomponent of the Corporate Units) fails to notify the Purchase Contract Agent of its intention to effect a Cash Settlement in accordance with Section 5.4(c)(i) of the Purchase Contract Agreement, or if a Holder of Treasury Units or Corporate Units (if the Applicable Ownership Interest in the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as soon a component of the Corporate Units) notifies the Purchase Contract Agent as practicable after 5:00 p.m. (New York City timeprovided in Section 5.4(c)(i) of the Purchase Contract Agreement of its intention to effect a Cash Settlement, but fails to make such payment as required by Section 5.4(c)(ii) of the Purchase Contract Agreement, upon the maturity of the related Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of such Pledged Treasury Securities, or the portion of the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, corresponding to such Purchase Contracts received by the Collateral Agent shall deliver shall, upon written direction of the Company, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an aggregate amount equal to the Purchase Price will be remitted to the Company as payment of the Purchase Price of such Purchase Contracts. In the event the sum of the Proceeds from the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, and the investment earnings earned from the Permitted Investments, if any, is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent a notice, stating (i) for the amount benefit of Cash that it has received with respect to the Cash Settlement Holder of the related Treasury Units or Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon Unless a Holder has effected an Early Settlement or a Merger Early Settlement or a Successful Remarketing has occurred, in the case of Corporate PIES, and unless a Termination Event has occurred prior to dates required for notice to elect the Cash Settlement right specified in the Purchase Contract Agreement, upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of a Corporate Units PIES or a Treasury Units PIES that such Holder it has elected, in accordance with the procedures specified in Section 5.02(b)(i5.8(a)(i) or (b)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. 11:00 a.m. (New York City time) ), on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date in the case of Corporate PIES, and the Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Treasury PIES, of the Purchase Price in lawful money of the United States by certified or cashier’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shallshall upon receipt of written directions from the Company: (i1) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii2) instruct the Securities Intermediary to release from the Pledge such Holder’s (i) in the case of a Holder of Corporate PIES, the related Pledged Senior Notes Notes, or (ii) in the case of a Holder of Treasury PIES, the related Pledged Applicable Ownership InterestsTreasury Securities, with a principal amount or principal amount at maturity, as applicablethe case may be, equal to the product of (x) the Stated Amount times (y) the number of Purchase Contracts as to which such Holder has effected elected to effect a Cash Settlement pursuant to this Section 5.05(a)Settlement; and (iii3) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests Notes or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such HolderHolders, in each case free and clear of the Pledge created hereby, for distribution to such Holder. The Company shall instruct the Collateral Agent in writing Securities Intermediary as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 10:00 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary), the Collateral Agent shall instruct the Securities Intermediary to shall invest such Cash in the Permitted Investments described in clause (6) 6 of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in excess respect of the Purchase Price interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of a Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify PIES notifies the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(i5.8(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii5.8(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to (A) to the disposition of such Holder’s the Pledged Senior Notes on the third Business Day prior to the Purchase Contract Settlement Date in connection with the Final Remarketing in accordance with Section 5.02(b)(iii5.3 of the Purchase Contract Agreement or, (B) if a Failed Remarketing occurs, the Collateral Agent, for the benefit of the Company, and upon written direction of the Company as provided in this Agreement, exercising all of its rights as a secured party with respect to any Pledged Senior Notes under this Agreement and, subject to applicable law, by either (i) retaining such Senior Notes in full satisfaction of such Holder's obligations under the related Purchase Contracts or (ii) selling such Senior Notes in one or more public or private sales. (c) If a Holder of a Treasury PIES notifies the Purchase Contract Agent as provided in Section 5.8(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.8(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with Section 5.8(b) hereof. (cd) As soon as practicable after 5:00 Prior to 3:00 p.m. (New York City time) ), on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract AgreementPIES. (de) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 Prior to 3:00 p.m. (New York City time) ), on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract AgreementPIES.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from that a Holder of a Corporate Units or Treasury Units that such Holder Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement, to effect a Cash Settlement settle its Purchase Contract with cash and (2ii) payment by such Holder by deposit in of the Collateral Account on or amount required to settle the Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth sixth Business Day or (if all the Remarketings during the Final Three-Day Remarketing Period result in Failed Remarketings) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date of Date, such payments pursuant to the Purchase Price foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashier’s cashiers’ check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct , upon written direction of the Securities Intermediary Company, promptly to invest any such cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds, if any, upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments Investments, if any, to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holder. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (iif Applicable Ownership Interests in Debentures are components thereof) fails to notify the Purchase Contract Agent of its intention to make effect a Cash Settlement in accordance with Section 5.4(a)(i) of the Purchase Contract Agreement, or if a Holder of such Corporate Units does notify the Purchase Contract Agent as provided in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in casheffect a Cash Settlement, but fails to make such payment as required by Section 5.02(b)(ii5.4(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s the Debentures underlying the Pledged Senior Notes Applicable Ownership Interests in accordance with Debentures pursuant to the Remarketing as described in Section 5.02(b)(iii5.4(a) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on , which is incorporated herein by reference, and Section 4.6 hereof. If all the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in Remarketings during the Final Three-Day Remarketing pursuant to Period result in Failed Remarketings as described in Section 5.02(c5.4(a) of the Purchase Contract Agreement, each Corporate Unit Holder of Applicable Ownership Interests in Debentures (as to which the related Purchase Contract has not been settled with cash) shall be deemed to have exercised its Put Right, as described in the Officer’s Certificate, with respect to its Applicable Ownership Interests in Debentures, and to have elected that a portion of the Put Price equal to the principal amount of the relevant Debenture underlying such Applicable Ownership Interests in Debentures be applied against such Corporate Unit Holder’s obligations to pay the Purchase Price for the Common Stock issued in accordance with each related Purchase Contract on the Purchase Contract Settlement Date. Following such application, such Holder’s obligations to pay the Purchase Price for the Common Stock will be deemed to be satisfied in full, and upon receipt of written confirmation from the Company that a portion of the Put Price in the amount specified in such notice has been so applied to pay the Purchase Price for the Common Stock, the Collateral Agent shall cause the Securities Intermediary to release the Debentures underlying all such Pledged Applicable Ownership Interests in Debentures from the Collateral Account and shall promptly transfer such Debentures to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining portion of the Proceeds of such Holder’s exercise of its Put Right in excess of the aggregate Purchase Price for Common Stock to be issued in accordance with each related Purchase Contract, if any, to the Purchase Contract Agent for payment to such Holder of the Corporate Units to which such Applicable Ownership Interests in Debentures relate. (dc) If there a Holder of Treasury Units or Corporate Units (if the Applicable Ownership Interests in the Treasury Portfolio has been replaced the Applicable Ownership Interests in Debentures as a Failed Final Remarketingcomponent of the Corporate Units) fails to notify the Purchase Contract Agent of its intention to effect a Cash Settlement in accordance with Section 5.4(c)(i) of the Purchase Contract Agreement, or if a Holder of Treasury Units or Corporate Units (if the Applicable Ownership Interest in the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as soon a component of the Corporate Units) notifies the Purchase Contract Agent as practicable after 5:00 p.m. (New York City timeprovided in Section 5.4(c)(i) of the Purchase Contract Agreement of its intention to effect a Cash Settlement, but fails to make such payment as required by Section 5.4(c)(ii) of the Purchase Contract Agreement, upon the maturity of the related Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of such Pledged Treasury Securities, or the portion of the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, corresponding to such Purchase Contracts received by the Collateral Agent shall deliver shall, upon written direction of the Company, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an aggregate amount equal to the Purchase Price will be remitted to the Company as payment of the Purchase Price of such Purchase Contracts. In the event the sum of the Proceeds from the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, and the investment earnings earned from the Permitted Investments, if any, is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent a notice, stating (i) for the amount benefit of Cash that it has received with respect to the Cash Settlement Holder of the related Treasury Units or Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury PEPS Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.02(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date Date, in the case of a PEPS Unit, of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i) in accordance with the written instructions of the Company, instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s the PEPS Unit holder's related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, Preferred Shares as to which such Holder has effected elected to effect a Cash Settlement pursuant to this Section 5.05(a5.03(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, Preferred Shares to the Purchase Contract Agent for distribution to the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to such Holder. The Company shall instruct the Collateral Agent Securities Intermediary in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediaryany Business Day, the Collateral Agent shall instruct the Securities Intermediary to shall invest such Cash in the Permitted Investments described in clause (6) 7 of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of Corporate PEPS Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify notifies the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.02(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.02(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s 's Pledged Senior Notes Preferred Shares in accordance with Section 5.02(b)(iiiparagraph 5.02(a)(iii) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. 11:00 a.m. (New York City time) on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E A hereto, stating (i) the amount of Cash cash that it has received with respect to the Cash Settlement of Corporate PEPS Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i) of the Purchase Contract Agreement, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on at or prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fourth sixth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds and deliver any certified or cashier’s checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract Agreement. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s Pledged Senior Notes in accordance with Section 5.02(b)(iii) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth sixth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c5.02(a) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c5.02(a) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) in the case of New PEPS Units, a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate New PEPS Units prior to or Treasury Units at 11:00 a.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.03(b)(i) of the Purchase Contract Agreement, Agreement to effect a Cash Settlement, or (ii) in the case of Treasury Units, receipt of such notice on the second Business Day immediately preceding the Purchase Contract Settlement Date that such Holder has elected, in accordance with the procedures specified in Section 5.03(h)(i) of the Purchase Contract Agreement to effect a Cash Settlement, and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. or at 11:00 a.m. (New York City time) (i) in the case of New PEPS Units, on the fourth sixth Business Day immediately preceding the Purchase Contract Settlement Date Date, or (ii) in the case of Treasury Units, on the Business Day immediately preceding the Purchase Contract Settlement Date, of the Purchase Price in lawful money of the United States by certified or cashier’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i1) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii2) instruct the Securities Intermediary to release from the Pledge such Holderthe New PEPS Unit holder’s or the Treasury Unit holder’s related Pledged Senior Notes or Pledged Applicable Ownership InterestsTreasury Securities, as applicable, as to which such Holder has effected elected to effect a Cash Settlement pursuant to this Section 5.05(a5.5(a); and (iii3) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests Notes or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to such Holder. The Company shall instruct the Collateral Agent in writing Securities Intermediary as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary), the Collateral Agent shall instruct the Securities Intermediary to shall invest such Cash in the Permitted Investments described cash escrow product referred to in clause (62) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds and deliver any certified or cashier’s checks receivedproceeds, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of Corporate New PEPS Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify notifies the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.03(b)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.03(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s Pledged Senior Notes in accordance with Section 5.02(b)(iiithe remarketing procedures as described in paragraph 5.03(b)(iii) of the Purchase Contract Agreement. (c) If a Holder of a Treasury Unit notifies the Purchase Contract Agent as provided in paragraph 5.03(h)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.03(h)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with paragraph 5.03(h)(iii) of the Purchase Contract Agreement. (d) In the event of a Failed Final Remarketing as described in Section 5.03(c) of the Purchase Contract Agreement, the Collateral Agent, for the benefit of the Company, will also exercise its rights as a secured party with respect to such Pledged Notes at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. (e) As soon as practicable after 5:00 p.m. 11:00 a.m. (New York City time) (i) in the case of New PEPS Units, on the fourth sixth Business Day immediately preceding the Purchase Contract Settlement Date, and (ii) in the case of Treasury Units, on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) New PEPS Units or the amount of Cash cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract Agreement. (d) If there has been a Failed Final RemarketingUnits, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreementcase may be.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a such notice from that a Holder of Corporate Units an Income Unit or Treasury Units that such Holder Growth Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement settle its Purchase Contract with cash and (2ii) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct , upon the Securities Intermediary written direction of the Purchase Contract Agent, promptly to invest any such Cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers' checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreement.relevant Holders. 15 (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) an Income Unit fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with paragraph 5.4(a)(i) of the Purchase Contract Agreement, such failure shall constitute an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the pledged Preferred Securities pursuant to the remarketing as described in paragraph 5.4(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of an Income Unit does notify the Agent as provided in Section 5.02(b)(iparagraph 5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.4(a)(ii) of the Purchase Contract Agreement, the Preferred Securities of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Preferred Securities at the direction of the Company. In addition, in the event of a Failed Remarketing as described in paragraph 5.4(b) of the Purchase Contract Agreement, such Failed Remarketing shall constitute an event of default hereunder by such Holder shall be deemed and the Collateral Agent, for the benefit of the Company, will also exercise its rights as a secured party with respect to have consented such Preferred Securities at the direction of the Company. (c) If a Holder of a Growth Unit fails to notify the disposition Purchase Contract Agent of such Holder’s Pledged Senior Notes 's intention to make a Cash Settlement in accordance with Section 5.02(b)(iiiparagraph 5.4(d)(i) of the Purchase Contract Agreement. , or if a Holder of an Income Unit does notify the Agent as provided in paragraph (cd)(i) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding of the Purchase Contract Settlement Date, the Collateral Agent shall deliver Agreement of its intention to pay the Purchase Contract Agent a noticePrice in cash, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect but fails to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(cmake such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) such failure shall constitute an event of default hereunder by such Holder and upon the maturity of any Pledged Treasury Securities or the Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of the Pledged Treasury Securities or the Treasury Portfolio received by the Collateral Agent shall deliver shall, upon written direction of the Purchase Contract Agent, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the Treasury Portfolio, as the case may be, and the investment earnings earned from such investments is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent a notice, stating (i) for the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise benefit of the Put Right has occurred pursuant to Section 5.02(c) Holder of the Purchase Contract Agreementrelated Growth Units or Income Units when received.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from that a Holder of Corporate Units Income PRIDES or Treasury Units that such Holder Growth PRIDES has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a settle the related Purchase Contracts with Cash Settlement and (2ii) payment by such Holder by deposit in of the Collateral Account on or amount required to settle such Purchase Contracts prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: shall (i) instruct the Securities Intermediary promptly to invest any such Cash received from the Holder in connection with a Cash Settlement in Permitted Investments; Investments and (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledge, (a) the Pledged Senior Notes Debt Securities or Pledged Applicable Ownership InterestsInterests in a Treasury Portfolio (in the case of a Holder of Income PRIDES) or (b) the Pledged Treasury Securities (in the case of a Holder of Growth PRIDES), as applicablein each case that had been components of such Securities, as to which and shall transfer such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Debt Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged or Applicable Ownership Interests in a Treasury Portfolio or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as , to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Purchase Contract Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection benefit of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment directionsuch Holder. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers' checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holder. (b) If a Holder of Corporate Units Income PRIDES (unless the a Treasury Portfolio has replaced the Senior Notes Debt Securities as a component of such Corporate Units) (ithe Income PRIDES) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.4(a)(i) of the Purchase Contract Agreement, such failure shall constitute a default under the related Purchase Contract and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Debt Securities pursuant to the remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, which is incorporated herein by reference and Section 4.6 hereof, and the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to applicable Pledged Debt Securities at the direction of the Company to cause the remarketing of such Pledged Debt Securities. If a Holder of Income PRIDES does notify the Purchase Contract Agent as provided in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cashmake a Cash Settlement, but fails to make such payment as required by Section 5.02(b)(ii5.4(a)(ii) of the Purchase Contract Agreement, such Holder failure shall be deemed to have consented to constitute a default under the disposition related Purchase Contract and hereunder, and the Pledged Debt Securities of such Holder’s Pledged Senior Notes a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Debt Securities at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Remarketing as described in Section 5.02(b)(iii5.4(b) of the Purchase Contract Agreement, such Failed Remarketing shall constitute a default hereunder by such Holder, and the Collateral Agent, for the benefit of the Company, will also exercise its rights as a secured party with respect to such Debt Securities at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. (c) As soon If a Holder of Growth PRIDES or Income PRIDES (if a Treasury Portfolio has replaced the Debt Securities as practicable after 5:00 p.m. (New York City timea component of the Income PRIDES) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver fails to notify the Purchase Contract Agent of such Holder's intention to make a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received in accordance with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c5.4(d)(i) of the Purchase Contract Agreement. , or if a Holder of Growth PRIDES or Income PRIDES (dif a Treasury Portfolio has replaced the Debt Securities as a component of the Income PRIDES) If there has been notifies the Purchase Contract Agent as provided in Section 5.4(d)(i) of the Purchase Contract Agreement of its intention to make a Failed Final RemarketingCash Settlement but fails to make such payment as required by Section 5.4(d)(ii) of the Purchase Contract Agreement, as soon as practicable after 5:00 p.m. (New York City time) such failure shall constitute a default under the related Purchase Contracts and hereunder by such Holder and upon the maturity of the related Pledged Treasury Securities or the Pledged Applicable Ownership Interests in a Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of such Pledged Treasury Securities or Pledged Applicable Ownership Interests in a Treasury Portfolio (as specified in clauses (1)(i) or (2)(i) of the definition of the term "Applicable Ownership Interest") corresponding to such Purchase Contracts received by the Collateral Agent shall deliver shall, upon written direction of the Company, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an aggregate amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in a Treasury Portfolio (as specified in clauses (1)(i) or (2) (i) of the definition of the term "Applicable Ownership Interest"), as the case may be, and the investment earnings earned from such investments, is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent a notice, stating (i) for the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise benefit of the Put Right has occurred pursuant to Section 5.02(c) Holder of the Purchase Contract Agreementrelated Growth PRIDES or Income PRIDES when received.

Cash Settlement. (a) Upon Unless a Holder has effected an Early Settlement or a Successful Remarketing or a Tax Event Redemption has occurred, in the case of Corporate Units, and unless a Termination Event has occurred before dates required for notice to elect the Cash Settlement right specified in the Purchase Contract Agreement, upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from that a Holder of a Corporate Units Unit or Treasury Units that such Holder Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.9(B)(a)(i) or (B)(b)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by to the Securities Intermediary for deposit in the Collateral Account on or prior to 5:00 p.m. before 11:00 a.m. (New York City time) on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date in the case of Corporate Units, and the Business Day immediately preceding the Purchase Contract Settlement Date in the case of the Treasury Units, of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shallshall upon receipt of written directions from the Company: (i1) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii2) instruct the Securities Intermediary to release from the Pledge such Holder’s (i) in the case of a Holder of Corporate Units, the related Pledged Senior Notes Notes, or (ii) in the case of a Holder of Treasury Units, the related Pledged Applicable Ownership InterestsTreasury Securities, with a principal amount or principal amount at maturity, as applicablethe case may be, equal to the product of (x) the Stated Amount times (y) the number of Purchase Contracts as to which such Holder has effected elected to effect a Cash Settlement pursuant to under this Section 5.05(a5.5(a); and (iii3) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests Notes or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such HolderHolders, in each case free and clear of the Pledge created hereby, for distribution to such Holder. The Company shall instruct the Collateral Agent in writing Securities Intermediary as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 10:00 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary), the Collateral Agent shall instruct the Securities Intermediary to shall invest such Cash in the Permitted Investments described in clause (6) 6 of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in excess respect of the Purchase Price interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of a Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify Unit notifies the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(i5.9(B)(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii5.9(B)(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented (A) to the disposition of such Holder’s the Pledged Senior Notes of such Holder in accordance with Section 5.02(b)(iii5.9(B)(a)(iii) of the Purchase Contract Agreement or, (B) if a Failed Remarketing occurs, to the Collateral Agent, for the benefit of the Company, and upon written direction of the Company as provided in this Agreement, exercising all of its rights as a secured party with respect to any Pledged Senior Notes under this Agreement and, subject to applicable law, either (i) retaining such Senior Notes in full satisfaction of such Holder's obligations under the related Purchase Contracts or (ii) selling such Senior Notes in one or more public or private sales. (c) If a Holder of a Treasury Unit notifies the Purchase Contract Agent as provided in Section 5.9(B)(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.9(B)(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with Section 5.9(B)(b)(iii) of the Purchase Contract Agreement. (cd) As soon as practicable after 5:00 Before 3:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract Agreement. (de) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 Before 3:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract AgreementUnits.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a such notice from that a Holder of Corporate Units an Type A Securities or Treasury Units that such Holder Type B Securities has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a settle its Purchase Contract with Cash Settlement and (2ii) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (New York City 11:00 a.m., ___________________ time) , on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct the Securities Intermediary , promptly to invest any such Cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers' checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holders. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) Type A Securities fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.4(a)(i) of the Purchase Contract Agreement, such failure shall constitute an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the pledged Debt Securities pursuant to the remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of Type A Securities does notify the Agent as provided in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cashmake a Cash Settlement, but fails to make such payment as required by Section 5.02(b)(ii5.4(a)(ii) of the Purchase Contract Agreement, the Debt Securities of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Debt Securities at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, such Failed Remarketing shall constitute an event of default hereunder by such Holder shall be deemed and the Collateral Agent, for the benefit of the Company, will also exercise its rights as a secured party with respect to have consented such Debt Securities at the direction of the Company to retain or dispose of the disposition Collateral in accordance with applicable law. (c) If a Holder of a Type B Securities fails to notify the Purchase Contract Agent of such Holder’s Pledged Senior Notes 's intention to make a Cash Settlement in accordance with Section 5.02(b)(iii5.4(d)(i) of the Purchase Contract Agreement. (c, or if a Holder of a Type B Securities does notify the Agent as provided in paragraph 5.4(d)(i) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding of the Purchase Contract Settlement DateAgreement of its intention to make a Cash Settlement, the Collateral Agent shall deliver but fails to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(cmake such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) such failure shall constitute an event of default hereunder by such Holder and upon the maturity of any Pledged Treasury Securities or the Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of the Pledged Treasury Securities or the Treasury Portfolio received by the Collateral Agent shall deliver shall, upon written direction of the Company, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the Treasury Portfolio, as the case may be, and the investment earnings earned from such investments is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent a notice, stating (i) for the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise benefit of the Put Right has occurred pursuant to Section 5.02(c) Holder of the Purchase Contract Agreementrelated Type B Securities or Type A Securities when received.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury Stock Purchase Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.02(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date, in the case of a Stock Purchase Unit, unless a Tax Event Redemption has occurred, or on the Business Day prior to the Purchase Contract Settlement Date in the case of Treasury Stock Purchase or a Stock Purchase Unit, if a Tax Event Redemption has occurred, of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s the Stock Purchase Unit holder's or the Treasury Stock Purchase Unit holder's related Pledged Senior Preferred Securities, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged [Subordinated] Notes or Pledged Applicable Ownership InterestsTreasury Securities, as applicable, as to which such Holder has effected elected to effect a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior NotesPreferred Securities, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, Pledged Applicable Ownership Interests [Subordinated] Notes or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to such Holder. The Upon the request of the Securities Intermediary, the Company shall instruct the Collateral Agent Securities Intermediary in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary), the Collateral Agent shall instruct the Securities Intermediary to shall invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of Corporate Stock Purchase Units (unless the Treasury Portfolio has replaced the Senior Notes as if a component of such Corporate UnitsTax Event Redemption shall not have occurred) (i) fails to notify notifies the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.02(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.02(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s 's Pledged Senior Preferred Securities or Pledged [Subordinated] Notes in accordance with Section 5.02(b)(iiiparagraph 5.02(a)(iii) of the Purchase Contract Agreement. (c) If a Holder of a Treasury Stock Purchase Unit or a Holder of Stock Purchase Unit (if a Tax Event Redemption shall have occurred) notifies the Purchase Contract Agent as provided in paragraph 5.02(d)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.02(d)(ii) of the Purchase Contract Agreement, 18 such Holder shall be deemed to have elected to pay the Purchase Price in accordance with paragraph 5.02(d)(iii) of the Purchase Contract Agreement. (d) As soon as practicable after 5:00 p.m. 11:00 a.m. (New York City time) on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash cash that it has received with respect to the Cash Settlement of Corporate Units, Stock Purchase Units and (ii) the amount of Cash cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Stock Purchase Contract AgreementUnits. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon Unless a Successful Initial Remarketing or a Tax Event Redemption has occurred, upon receipt by the Collateral Agent of (1i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a such notice from that a Holder of a Corporate Units or Treasury Units that such Holder Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.04(a)(i) of the Purchase Contract Agreement, Agreement to effect a settle its Purchase Contract with Cash Settlement and (2ii) payment of the amount required to settle such Purchase Contract by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct , at the Securities Intermediary written direction of the Company, promptly to invest any such Cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers' checks receivedreceived and any funds so wired, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holders. (b) If a Holder of a Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) Unit fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.04(a)(i) of the Purchase Contract Agreement, such failure shall constitute an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in Section 5.04(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of a Corporate Unit does notify the Purchase Contract Agent as provided in Section 5.02(b)(i5.04(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii5.04(a)(ii) of the Purchase Contract Agreement, the Pledged Notes of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Notes at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Secondary Remarketing as described in Section 5.04(b) of the Purchase Contract Agreement, such Failed Secondary Remarketing shall constitute an additional event of default hereunder by such Holder shall be deemed and the Collateral Agent, for the benefit of the Company, will also exercise its rights as a secured party with respect to have consented such Pledged Notes at the direction of the Company to retain or dispose of the disposition of such Holder’s Pledged Senior Notes Collateral in accordance with Section 5.02(b)(iii) of the Purchase Contract Agreementapplicable law. (c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate SPC Units or Treasury PEP Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. or on 11:00 a.m. (New York City time) on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i1) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii2) instruct the Securities Intermediary to release from the Pledge such Holder’s (i) in the case of a Holder of SPC Units, the related Pledged Senior Notes or (ii) in the case of a Holder of Treasury SPC Units, the related Pledged Applicable Ownership Interests, as applicable, Treasury Securities with a principal amount equal to the product of (x) the Stated Amount times (y) the number of Purchase Contracts as to which such Holder has effected elected to effect a Cash Settlement pursuant to this Section 5.05(a5.5(a); and (iii3) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests Notes or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as , for distribution to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment directionHolder. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in excess respect of the Purchase Price interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to the such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of Corporate SPC Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify notifies the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.4(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s 's Pledged Senior Notes in accordance with Section 5.02(b)(iiiparagraph 5.4(a)(iii) of the Purchase Contract Agreement. (c) As soon If a Holder of Treasury SPC Units notifies the Purchase Contract Agent as practicable after 5:00 provided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with paragraph 5.4(d)(iii) of the Purchase Contract Agreement. (d) Prior to 3:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash cash that it has received with respect to the Cash Settlement of Corporate Units, SPC Units and (ii) the amount of Cash cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract AgreementSPC Units. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (ai) Upon receipt Unless a Holder has effected an Early Settlement pursuant to Section 5.9 or a Merger Early Settlement pursuant to Section 5.10, a Termination Event shall have occurred pursuant to Section 5.7 or a Successful Remarketing shall have occurred, Holders of Corporate Units may settle their Purchase Contracts in cash by the Collateral Agent of (1) a notice from delivering to the Purchase Contract Agent promptly after a notice in substantially the receipt by form of Exhibit F hereto regarding its intention to pay in cash ("Cash Settlement") the Purchase Contract Agent Price for the shares of a notice from a Holder of Corporate Units or Treasury Units Common Stock to be purchased pursuant to the related Purchase Contract; provided that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i) of the Purchase Contract Agreement, to effect a Cash Settlement and (2) payment notice must be given by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fourth sixth Business Day immediately preceding the Purchase Contract Settlement Date. (ii) A Holder of a Corporate Unit who has so notified the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with paragraph (a) (i) above shall pay the Purchase Price to the Securities Intermediary for deposit in the Collateral Account prior to 11:00 a.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s cashiers' check or wire transfer of transfer, in each case in immediately available funds payable to or upon the order of the Securities Intermediary, then Intermediary and the Securities Intermediary shall instruct the Collateral Agent shall: (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent the Pledged Debt Securities, for distribution delivery to such Holder, in each case free and clear the Holders of the Pledge created herebyrelated Corporate Units who have complied with this Section. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is Any cash received by the Collateral Agent or to shall be reinvested invested promptly by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds and deliver any certified or cashier’s checks received, in an aggregate amount equal to the Purchase Price, paid to the Company on the Purchase Contract Settlement Date, and (B) release any amounts Date in excess settlement of the Purchase Price earned Contract in accordance with the terms of this Agreement and the Pledge Agreement. Any funds received by the Securities Intermediary in respect of the investment earnings from the investment in such Permitted Investments shall be distributed to the Purchase Contract Agent when received for distribution payment, on a pro rata basis based on the number of Corporate Units formerly held by such Holder, to such Holder in accordance with the Holders of the related Corporate Units on the Purchase Contract AgreementSettlement Date. (biii) If a Holder of a Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) Unit fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iaccordance with paragraph (a)(i) of the Purchase Contract Agreement above, or (ii) does notify notifies the Purchase Contract Agent as provided in paragraph (a)(i) above of its intention to pay the Purchase Price in cash, cash but fails to make such payment as required by Section 5.02(b)(iiparagraph (a)(ii) of the Purchase Contract Agreementabove, such Holder shall be deemed to have consented (A) to the disposition of such Holder’s the Pledged Senior Notes in accordance with Section 5.02(b)(iii) of Debt Securities on the third Business Day prior to the Purchase Contract Settlement Date pursuant to the Final Remarketing as described in Section 5.3 or, (B) if a Failed Remarketing occurs, to the Collateral Agent, for the benefit of the Company, and upon written direction of the Company as provided in the Pledge Agreement, exercising all of its rights as a secured party with respect to any Pledged Debt Securities under the Pledge Agreement and, subject to applicable law and Section 5.3(i), by either (i) retaining such Debt Securities in full satisfaction of such Holder's obligations under the related Purchase Contracts or (ii) selling such Debt Securities in one or more public or private sales. (civ) As soon as practicable after 5:00 p.m. By 11:00 a.m. (New York City time) ), on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to Purchase Contract Agent, based on notices received by the Purchase Contract Agent pursuant to Section 5.8(a)(i) hereof and notice from the Securities Intermediary regarding cash received by it prior to such time, shall notify the Remarketing Agent, the Collateral Agent, the Trustee and the Company, by use of a notice, notice substantially in the form of Exhibit E G hereto, stating of the aggregate principal amount of Pledged Debt Securities to be remarketed on the Final Remarketing Date in accordance with the procedures set forth in Section 5.3(c). (i) the amount Unless a Holder of Cash that it a Treasury Unit has received with respect to the Cash effected an Early Settlement of Corporate Unitsthe related Purchase Contract in the manner described in Section 5.9 or a Merger Early Settlement of the related Purchase Contract in the manner described in Section 5.10, (ii) the amount of Cash that it has received with respect a Termination Event shall have occurred pursuant to the Cash Settlement Section 5.7 or a Successful Remarketing shall have occurred, Holders of Treasury Units and (iii) the amount may settle their Purchase Contracts in cash by delivering to each Holder of Pledged Senior Notes a Treasury Unit who intends to be remarketed pay in the Final Remarketing pursuant cash to Section 5.02(c) of satisfy such Holder's obligation under the Purchase Contract Agreement. (d) If there has been shall notify the Purchase Contract Agent by use of a Failed Final Remarketingnotice in substantially the form of Exhibit F hereto regarding its intention to pay in cash the Purchase Price for the shares of Common Stock to be purchased pursuant to the related Purchase Contract. To settle its Purchase Contracts in cash pursuant to this Section, as soon as practicable after such notice must be given prior to 5:00 p.m. (New York City time), on the second Business Day immediately preceding the Purchase Contract Settlement Date. Prior to 11:00 a.m. (New York City time), on the next succeeding Business Day, the Purchase Contract Agent shall notify the Collateral Agent of the receipt of such notices from such Holders intending to make a Cash Settlement. (ii) A Holder of a Treasury Unit who has so notified the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with paragraph (b)(i) above shall pay the Purchase Price to the Securities Intermediary for deposit in the Collateral Account prior to 11:00 a.m. (New York City time), on the Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by certified or cashiers' check or wire transfer, in each case, in immediately available funds payable to or upon the order of the Securities Intermediary and the Securities Intermediary shall instruct the Collateral Agent to release to the Purchase Contract Agent the Pledged Treasury Securities for delivery to the Holders of the related Treasury Units who have complied with this Section. Any cash received by the Collateral Agent shall be invested promptly by the Securities Intermediary in Permitted Investments and paid to the Company on the Purchase Contract Settlement Date in settlement of the Purchase Contract in accordance with the terms of this Agreement and the Pledge Agreement. Any funds received by the Securities Intermediary in respect of the investment earnings from the investment in such Permitted Investments shall be distributed to the Purchase Contract Agent when received for payment to the Holder of the related Treasury Units on the Purchase Contract Settlement Date. (iii) If a Holder of a Treasury Unit fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with paragraph (b)(i) above, or does notify the Purchase Contract Agent as provided in paragraph (b)(i) above of its intention to pay the Purchase Price in cash but fails to make such payment as required by paragraph (b)(ii) above, then upon the maturity of the Pledged Treasury Securities held by the Securities Intermediary, the principal amount of the Treasury Securities received by the Securities Intermediary shall be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price shall be remitted to the Company as payment thereof without receiving any instructions from the Holder of the related Treasury Units. In the event the sum of the Proceeds from the related Pledged Treasury Securities and the investment earnings earned from such investments is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall deliver cause the Securities Intermediary to distribute such excess to the Purchase Contract Agent a notice, stating for the benefit of the Holder of the related Treasury Units when received. (c) Upon Cash Settlement of any Purchase Contract: (i) the amount Collateral Agent will in accordance with the terms of Cash that it has received with respect the Pledge Agreement cause the Pledged Debt Securities or the Pledged Treasury Securities, as the case may be, relating to the Cash Settlement relevant Units to be released from the Pledge, free and clear of Corporate Unitsany security interest of the Company, and transferred to the Purchase Contract Agent for delivery to the Holder thereof or its designee as soon as practicable; (ii) subject to the amount receipt thereof, the Purchase Contract Agent shall, by book-entry transfer or other appropriate procedures, in accordance with written instructions provided by the Holder thereof, transfer such Debt Securities or such Treasury Securities, as the case may be (or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Debt Securities or such Treasury Securities, as the case may be, and any interest payment thereon, in the name of Cash that it has received the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the abandoned property laws of the relevant State) and, in connection with such Debt Securities, the Purchase Contract Agent shall have no responsibility to vote or take any other consensual action with respect to the Cash Settlement of Treasury Units and thereto; and (iii) the amount Company shall cause the number of Pledged Senior Notes with respect to which an automatic deemed exercise shares of Common Stock issuable upon Cash Settlement of the Put Right has occurred related Purchase Contracts pursuant to Section 5.02(c) 5.4, together with any payment in lieu of any fraction of a share, as provided in Section 5.12, to the Purchase Contract AgreementHolder which has exercised its right to Cash Settlement, in accordance with Section 5.4.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from that a Holder of a Corporate Units Unit or Treasury Units that such Holder Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement settle its Purchase Contract with cash and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: shall (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; Investments and (ii) instruct the Securities Intermediary to release from the Pledge (1) Pledged Debentures in the case of a Holder of Corporate Units, or (2) Pledged Treasury Securities in the case of a Holder of Treasury Units, in each case with a principal amount at maturity equal to the product of (x) the Stated Amount times (y) the number of such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, Purchase Contracts as to which such Holder has effected Holders have elected to effect a Cash Settlement cash settlement pursuant to this Section 5.05(a); and (iii5.5(a) and shall instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests Debentures or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such HolderHolders, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent Pledge, for distribution to such Holders in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability accordance with respect to losses incurred as a result of the failure of the Company to provide timely written investment directiontheir respective interests. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in excess respect of the Purchase Price interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder the relevant Holders in accordance with the Purchase Contract Agreementtheir respective interests. (b) If a Holder of a Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify Unit notifies the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii5.4(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s Pledged Senior Notes in accordance with Section 5.02(b)(iii) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.the

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a such notice from that a Holder of Corporate Units an Income PRIDES or Treasury Units that such Holder Growth PRIDES has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a settle the applicable portion of its Purchase Contract with Cash Settlement and (2ii) payment by such Holder by deposit in of the Collateral Account amount required to settle the applicable portion of such Purchase Contract on or prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth Business Day immediately preceding the a Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct the Securities Intermediary shall promptly to invest any such Cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the such Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers' checks received, in an aggregate amount equal to the Purchase Price, to the Company on the such Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holder. (b) If in connection with a Purchase Contract Settlement Date a Holder of Corporate Units an Income PRIDES (unless the Treasury Portfolio a Tax Event Redemption has replaced the Senior Notes as a component of such Corporate Units) (ioccurred) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in accordance with Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or Agreement, such failure shall constitute a default under the related Purchase Contract and hereunder, the Holder shall be deemed to have consented to the disposition of the related Pledged Debt Securities pursuant to the remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, which is incorporated herein by reference, and Section 4.6 hereof, and the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to applicable Pledged Debt Securities (iiwhich shall be the Series D Notes in connection with the First Purchase Contract Settlement Date and the Series E Notes in connection with the Second Purchase Contract Settlement Date) at the direction of the Company to cause the remarketing of such Pledged Debt Securities. If a Holder of an Income PRIDES (unless a Tax Event Redemption has occurred) does notify the Purchase Contract Agent as provided in Section 5.4(a)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cashmake a Cash Settlement, but fails to make such payment as required by Section 5.02(b)(ii5.4(a)(ii) of the Purchase Contract Agreement, such Holder failure shall be deemed to have consented to constitute a default under the disposition related Purchase Contract and hereunder, and the applicable Pledged Debt Securities of such Holder’s Pledged Senior Notes a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Debt Securities at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Remarketing as described in Section 5.02(b)(iii5.4(b) of the Purchase Contract Agreement, such Failed Remarketing shall constitute a default hereunder by such Holder, and the Collateral Agent, for the benefit of the Company, will also exercise its rights as a secured party with respect to such Debt Securities at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. (c) As soon If in connection with a Purchase Contract Settlement Date a Holder of a Growth PRIDES or, if a Tax Event Redemption has occurred, an Income PRIDES, fails to notify the Purchase Contract Agent of such Holder's intention to make a Cash Settlement in accordance with Section 5.4(d)(i) of the Purchase Contract Agreement, or if a Holder of a Growth PRIDES or, if a Tax Event Redemption has occurred, an Income PRIDES, notifies the Purchase Contract Agent as practicable after 5:00 p.m. (New York City timeprovided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlement, but fails to make such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such failure shall constitute a default under the related Purchase Contract and hereunder by such Holder and upon the maturity of the related Pledged Treasury Securities or the Treasury Portfolio, if any, held by the Collateral Agent on the fourth Business Day immediately preceding the applicable Purchase Contract Settlement Date, the principal amount of such Pledged Treasury Securities or the portion of the Treasury Portfolio corresponding to such Purchase Contract received by the Collateral Agent shall, upon written direction of the Company, be invested promptly in Permitted Investments. On the applicable Purchase Contract Settlement Date, an amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the appropriate related Pledged Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio (which shall be, in the case of the First Purchase Contract Settlement Date, the 3-Year Treasury Securities or the portion of the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (A) of the definition thereof), and in the case of the Second Purchase Contract Settlement Date, the 4-Year Treasury Securities or the Applicable Ownership Interest in the Treasury Portfolio (specified in clause (B) of such definition), as the case may be, and the investment earnings earned from such investments is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent for the benefit of the Holder of the related Growth PRIDES or Income PRIDES when received. (d) Series D Notes, 3-Year Treasury Securities and the Applicable Ownership Interest in the Treasury Portfolio in U.S. Treasury Securities maturing on or prior to August 15, 2001 are pledged to secure Holders' obligations under the Purchase Contracts on the First Purchase Contract Settlement Date. Series E Notes, 4-Year Treasury Securities and the Applicable Ownership Interest in the Treasury Portfolio in U.S. Treasury Securities maturing on or prior to August 15, 2002 are pledged to secure Holders' obligations under the Purchase Contracts on the Second Purchase Contract Settlement Date. On the First Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received exercise remedies with respect to (and have remarketed or otherwise sell in accordance with this Agreement) only the Cash Series D Notes, 3-Year Treasury Securities (or the corresponding Applicable Ownership Interest in the Treasury Portfolio) and associated payments and Proceeds; on the Second Purchase Contract Settlement of Corporate Units, (ii) Date the amount of Cash that it has received Collateral Agent may exercise remedies with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed all then remaining Collateral. A default by a Holder in the Final Remarketing pursuant to Section 5.02(c) performance of the its obligations under a Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on in connection with the Business Day immediately preceding the First Purchase Contract Settlement Date, shall not in itself constitute a default in the Collateral Agent shall deliver to the performance of its obligations under such Purchase Contract Agent a notice, stating (i) on the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Second Purchase Contract AgreementSettlement Date (except in connection with Early Settlement).

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from that a Holder of a Corporate Units Unit or Treasury Units that such Holder Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (c)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement settle its Purchase Contract with cash and (2ii) payment by such Holder by deposit in of the Collateral Account on or amount required to settle the Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth sixth Business Day or one Business Day, respectively, immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s cashiers’ check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct , upon written direction of the Securities Intermediary Company, promptly to invest any such cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holder. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (iif Applicable Ownership Interests in Debentures are components thereof) fails to notify the Purchase Contract Agent of its intention to make effect a Cash Settlement in accordance with Section 5.4(a)(i) of the Purchase Contract Agreement, such failure shall constitute a default under the related Purchase Contracts, and the Holder shall be deemed to have consented to the disposition of the Debentures underlying the Pledged Applicable Ownership Interests in Debentures pursuant to the Remarketing as described in Section 5.4(a) of the Purchase Contract Agreement, which is incorporated herein by reference, and Section 4.6 hereof, and the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to the Pledged Applicable Ownership Interests in Debentures at the direction of the Company to cause the Remarketing of the Debentures underlying such Pledged Applicable Ownership Interests in Debentures. If a Holder of Corporate Units does notify the Purchase Contract Agent as provided in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in casheffect a Cash Settlement, but fails to make such payment as required by Section 5.02(b)(ii5.4(a)(ii) of the Purchase Contract Agreement, such Holder failure shall be deemed to have consented to constitute a default under the disposition related Purchase Contracts, and the Pledged Applicable Ownership Interests in Debentures of such Holder’s Pledged Senior Notes a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Applicable Ownership Interest in Debentures at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. If all the Remarketings during the Final Three-Day Remarketing Period result in Failed Remarketings as described in Section 5.02(b)(iii5.4(a) of the Purchase Contract Agreement, such Failed Remarketings shall constitute a default under the related Purchase Contracts by such Holder, and the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Debentures underlying the Applicable Ownership Interests in Debentures at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. (c) As soon If a Holder of Treasury Units or Corporate Units (if the Applicable Ownership Interests in the Treasury Portfolio has replaced the Applicable Ownership Interests in Debentures as practicable after 5:00 p.m. (New York City timea component of the Corporate Units) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver fails to notify the Purchase Contract Agent of its intention to effect a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received in accordance with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c5.4(c)(i) of the Purchase Contract Agreement. , or if a Holder of Treasury Units or Corporate Units (dif the Applicable Ownership Interest in the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of the Corporate Units) If there has been notifies the Purchase Contract Agent as provided in Section 5.4(c)(i) of the Purchase Contract Agreement of its intention to effect a Failed Final RemarketingCash Settlement, but fails to make such payment as soon as practicable after 5:00 p.m. (New York City timerequired by Section 5.4(c)(ii) of the Purchase Contract Agreement, such failure shall constitute a default under the related Purchase Contracts by such Holder and upon the maturity of the related Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of such Pledged Treasury Securities, or the portion of the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, corresponding to such Purchase Contracts received by the Collateral Agent shall deliver shall, upon written direction of the Company, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an aggregate amount equal to the Purchase Price will be remitted to the Company as payment of the Purchase Price of such Purchase Contracts. In the event the sum of the Proceeds from the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, and the investment earnings earned from the Permitted Investments is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent a notice, stating (i) for the amount benefit of Cash that it has received with respect to the Cash Settlement Holder of the related Treasury Units or Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from that a Holder of a Corporate Units or Treasury Units that such Holder Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement, to effect a Cash Settlement settle its Purchase Contract with cash and (2ii) payment by such Holder by deposit in of the Collateral Account on or amount required to settle the Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth sixth Business Day or (if all the Remarketings during the Final Three‑Day Remarketing Period result in Failed Remarketings) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date of Date, such payments pursuant to the Purchase Price foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashier’s cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct , upon written direction of the Securities Intermediary Company, promptly to invest any such cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds, if any, upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers' checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments Investments, if any, to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holder. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (iif Applicable Ownership Interests in Debentures are components thereof) fails to notify the Purchase Contract Agent of its intention to make effect a Cash Settlement in accordance with Section 5.4(a)(i) of the Purchase Contract Agreement, or if a Holder of such Corporate Units does notify the Purchase Contract Agent as provided in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in casheffect a Cash Settlement, but fails to make such payment as required by Section 5.02(b)(ii5.4(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s the Debentures underlying the Pledged Senior Notes Applicable Ownership Interests in accordance with Debentures pursuant to the Remarketing as described in Section 5.02(b)(iii5.4(a) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on , which is incorporated herein by reference, and Section 4.6 hereof. If all the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in Remarketings during the Final Three‑Day Remarketing pursuant to Period result in Failed Remarketings as described in Section 5.02(c5.4(a) of the Purchase Contract Agreement, each Corporate Unit Holder of Applicable Ownership Interests in Debentures (as to which the related Purchase Contract has not been settled with cash) shall be deemed to have exercised its Put Right, as described in the Officer's Certificate, with respect to its Applicable Ownership Interests in Debentures, and to have elected that a portion of the Put Price equal to the principal amount of the relevant Debenture underlying such Applicable Ownership Interests in Debentures be applied against such Corporate Unit Holder's obligations to pay the Purchase Price for the Common Stock issued in accordance with each related Purchase Contract on the Purchase Contract Settlement Date. Following such application, such Holder's obligations to pay the Purchase Price for the Common Stock will be deemed to be satisfied in full, and upon receipt of written confirmation from the Company that a portion of the Put Price in the amount specified in such notice has been so applied to pay the Purchase Price for the Common Stock, the Collateral Agent shall cause the Securities Intermediary to release the Debentures underlying all such Pledged Applicable Ownership Interests in Debentures from the Collateral Account and shall promptly transfer such Debentures to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining portion of the Proceeds of such Holder's exercise of its Put Right in excess of the aggregate Purchase Price for Common Stock to be issued in accordance with each related Purchase Contract, if any, to the Purchase Contract Agent for payment to such Holder of the Corporate Units to which such Applicable Ownership Interests in Debentures relate. (dc) If there a Holder of Treasury Units or Corporate Units (if the Applicable Ownership Interests in the Treasury Portfolio has been replaced the Applicable Ownership Interests in Debentures as a Failed Final Remarketingcomponent of the Corporate Units) fails to notify the Purchase Contract Agent of its intention to effect a Cash Settlement in accordance with Section 5.4(c)(i) of the Purchase Contract Agreement, or if a Holder of Treasury Units or Corporate Units (if the Applicable Ownership Interest in the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as soon a component of the Corporate Units) notifies the Purchase Contract Agent as practicable after 5:00 p.m. (New York City timeprovided in Section 5.4(c)(i) of the Purchase Contract Agreement of its intention to effect a Cash Settlement, but fails to make such payment as required by Section 5.4(c)(ii) of the Purchase Contract Agreement, upon the maturity of the related Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of such Pledged Treasury Securities, or the portion of the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, corresponding to such Purchase Contracts received by the Collateral Agent shall deliver shall, upon written direction of the Company, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an aggregate amount equal to the Purchase Price will be remitted to the Company as payment of the Purchase Price of such Purchase Contracts. In the event the sum of the Proceeds from the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, and the investment earnings earned from the Permitted Investments, if any, is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent a notice, stating (i) for the amount benefit of Cash that it has received with respect to the Cash Settlement Holder of the related Treasury Units or Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from that a Holder of a Corporate Units or Treasury Units that such Holder Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement, to effect a Cash Settlement settle its Purchase Contract with cash and (2ii) payment by such Holder by deposit in of the Collateral Account on or amount required to settle the Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth sixth Business Day or (if all the Remarketings during the Final Remarketing Period result in a Failed Remarketing) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date of Date, such payments pursuant to the Purchase Price foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashier’s cashiers’ check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct , upon the Securities Intermediary written direction of the Company, promptly to invest any such cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds, if any, upon the maturity of the Permitted Investments on the Purchase Contract Settlement DateDB 1/ 148045215.3 Investments, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments Investments, if any, to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holder. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (iif Applicable Ownership Interests in Debentures are components thereof) fails to notify the Purchase Contract Agent of its intention to make effect a Cash Settlement in accordance with Section 5.4(a)(i) of the Purchase Contract Agreement, or if a Holder of such Corporate Units does notify the Purchase Contract Agent as provided in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in casheffect a Cash Settlement, but fails to make such payment as required by Section 5.02(b)(ii5.4(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s the Debentures underlying the Pledged Senior Notes Applicable Ownership Interests in accordance with Debentures pursuant to the Remarketing as described in Section 5.02(b)(iii5.4(a) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on , which is incorporated herein by reference, and Section 4.6 hereof. If all the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in Remarketings during the Final Remarketing pursuant to Period result in a Failed Remarketing as described in Section 5.02(c5.4(a) of the Purchase Contract Agreement, each Holder of Corporate Units of which Applicable Ownership Interests in Debentures are components (as to which the related Purchase Contracts have not been settled with cash) shall be deemed to have exercised its Put Right, as described in the Officer’s Certificate, with respect to its Applicable Ownership Interests in Debentures, and to have elected that a portion of the Put Price equal to the principal amount of the relevant Debentures underlying such Applicable Ownership Interests in Debentures be applied against such Corporate Unit Holder’s obligations to pay the Purchase Price for the Common Stock issued in accordance with each related Purchase Contract on the Purchase Contract Settlement Date. Following such application, such Holder’s obligations to pay the Purchase Price for the Common Stock will be deemed to be satisfied in full, and upon receipt of written confirmation from the Company that a portion of the Put Price in the amount specified in such notice has been so applied to pay the Purchase Price for the Common Stock, the Collateral Agent shall cause the Securities Intermediary to release the Debentures underlying all such Pledged Applicable Ownership Interests in Debentures from the Collateral Account and shall promptly transfer such Debentures to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining portion of the Proceeds of such Holder’s exercise of its Put Right in excess of the aggregate Purchase Price for Common Stock to be issued in accordance with each related Purchase Contract, if any, to the Purchase Contract Agent for payment to such Holder of the Corporate Units to which such Applicable Ownership Interests in Debentures relate. (dc) If there a Holder of Treasury Units or Corporate Units (if the Applicable Ownership Interests in the Treasury Portfolio has been replaced the Applicable Ownership Interests in Debentures as components of the Corporate Units) fails to notify the Purchase Contract Agent of its intention to effect a Failed Final RemarketingCash Settlement in accordance with Section 5.4(c)(i) of the Purchase Contract Agreement, or if a Holder of Treasury Units or Corporate Units (if the Applicable Ownership Interest in the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as soon components of the Corporate Units) notifies the Purchase Contract Agent as practicable after 5:00 p.m. (New York City timeDB 1/ 148045215.3 provided in Section 5.4(c)(i) of the Purchase Contract Agreement of its intention to effect a Cash Settlement, but fails to make such payment as required by Section 5.4(c)(ii) of the Purchase Contract Agreement, upon the maturity of the related Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of such Pledged Treasury Securities, or the portion of the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, corresponding to such Purchase Contracts received by the Collateral Agent shall deliver shall, upon the written direction of the Company, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an aggregate amount equal to the Purchase Price will be remitted to the Company as payment of the Purchase Price of such Purchase Contracts. In the event the sum of the Proceeds from the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, and the investment earnings earned from the Permitted Investments, if any, is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent a notice, stating (i) for the amount benefit of Cash that it has received with respect to the Cash Settlement Holder of the related Treasury Units or Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from that a Holder of a Corporate Units PIES or Treasury Units that such Holder PIES has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement settle its Purchase Contract with cash and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: shall (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; Investments and (ii) instruct the Securities Intermediary to release from the Pledge (1) Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such Holder’s related Pledged Senior Notes term) of the Treasury Portfolio or Pledged Applicable Ownership InterestsDebentures in the case of a Holder of Corporate PIES, as applicable, or (2) Pledged Treasury Securities in the case of a Holder of Treasury PIES with a liquidation or principal amount equal to the product of (x) the Stated Amount times (y) the number of such Purchase Contracts as to which such Holder has effected Holders have elected to effect a Cash Settlement cash settlement pursuant to this Section 5.05(a); and (iii5.5(a) and shall instruct the Securities Intermediary to Transfer all such Pledged Senior NotesPreferred Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, Pledged Applicable Ownership Interests Debentures or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such HolderHolders, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent , for distribution to such Holders in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability accordance with respect to losses incurred as a result of the failure of the Company to provide timely written investment directiontheir respective interests. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in excess respect of the Purchase Price interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder the relevant Holders in accordance with the Purchase Contract Agreementtheir respective interests. (b) If a Holder of a Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify PIES notifies the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.4(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of the Pledged Preferred Securities or Pledged Debentures of such Holder’s Pledged Senior Notes Holder in accordance with Section 5.02(b)(iiiparagraph 5.4(a)(iii) of the Purchase Contract Agreement. (c) As soon If a Holder of a Treasury PIES or Corporate PIES (if a Tax Event Redemption has occurred) notifies the Purchase Contract Agent as practicable after 5:00 p.m. provided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with paragraph 5.4(d)(iii) of the Purchase Contract Agreement. (d) Prior to 3:00 p.m., New York City time) , on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash cash that it has received with respect to the Cash Settlement of Corporate Units, PIES and (ii) the amount of Cash cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract AgreementPIES. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.02(c)(i) or (f)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s 's related Pledged Senior Notes or Notes, Pledged Applicable Ownership InterestsInterests and Pledged Treasury Securities, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or and the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with in respect to of losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of Corporate Units (unless if the Treasury Portfolio has not replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.02(c)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.02(c)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s 's Pledged Senior Notes in accordance with Section 5.02(b)(iiiparagraph 5.02(c)(iii) of the Purchase Contract Agreement. (c) If a Holder of a Treasury Unit or a Holder of a Corporate Unit (if the Treasury Portfolio has replaced the Notes as a component of such Corporate Unit) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in paragraph 5.02(f)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent as provided in paragraph 5.02(f)(ii) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.02(f)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with paragraph 5.02(f)(iii) of the Purchase Contract Agreement. (d) As soon as practicable after 5:00 p.m. 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c5.02(c)(iii) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i) of the Purchase Contract Agreement, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s 's related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract Agreement. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) ) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s 's Pledged Senior Notes in accordance with Section 5.02(b)(iii) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from that a Holder of a Corporate Units PIES or Treasury Units that such Holder PIES has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement settle its Purchase Contract with cash and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: shall (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; Investments and (ii) instruct the Securities Intermediary to release from the Pledge Pledge, (1) Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such Holder’s related Pledged Senior Notes term) of the Treasury Portfolio or Pledged Applicable Ownership InterestsDebentures in the case of a Holder of Corporate PIES or (2) Pledged Treasury Securities in the case of a Holder of Treasury PIES, as applicablethe case may be, with a liquidation or principal amount equal to the product of (x) the Stated Amount times (y) the number of such Purchase Contracts as to which such Holder has effected Holders have elected to effect a Cash Settlement cash settlement pursuant to this Section 5.05(a); and (iii5.5(a) and shall instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Preferred Securities or the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or the Pledged Debentures or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such HolderHolders, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent , for distribution to such Holders in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability accordance with respect to losses incurred as a result of the failure of the Company to provide timely written investment directiontheir respective interests. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in excess respect of the Purchase Price interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder the relevant Holders in accordance with the Purchase Contract Agreementtheir respective interests. (b) If a Holder of a Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify PIES notifies the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.4(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of the Pledged Preferred Securities or Pledged Debentures of such Holder’s Pledged Senior Notes Holder in accordance with Section 5.02(b)(iiiparagraph 5.4(a)(iii) of the Purchase Contract Agreement. (c) As soon If a Holder of a Treasury PIES or Corporate PIES (if a Tax Event Redemption has occurred) notifies the Purchase Contract Agent as practicable after 5:00 p.m. provided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with paragraph 5.4(d)(iii) of the Purchase Contract Agreement.. (d) Prior to 3:00 p.m., New York City time) , on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash cash that it has received with respect to the Cash Settlement of Corporate Units, PIES and (ii) the amount of Cash cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract AgreementPIES. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of the certificate evidencing the Corporate Units or Treasury Units, as the case may be, at the offices of the Purchase Contract Agent with a notice from a Holder of Corporate Units or Treasury Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.02(c)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted InvestmentsInvestments consistent with the instructions of the Company as provided for below in this Section 5.05(a); (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or underlying the Pledged Applicable Ownership InterestsInterest in Senior Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio and Pledged Treasury Securities, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable Ownership Interests or in the Treasury Portfolio and the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with in respect to of losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) cause the Securities Intermediary to release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of Corporate Units (unless the Applicable Ownership Interests in the Treasury Portfolio has have replaced the Applicable Ownership Interests in Senior Notes as a component of such Corporate Units) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(i5.02(c)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii5.02(c)(iv) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of exercised such Holder’s Pledged Senior Notes in accordance with Section 5.02(b)(iii) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.Right

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a such notice from that a Holder of Corporate Units an Income PRIDES or Treasury Units that such Holder Growth PRIDES has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a settle its Purchase Contract with Cash Settlement and (2ii) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct the Securities Intermediary , promptly to invest any such Cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers' checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments Invest ments to the Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holders. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) an Income PRIDES fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.4(a)(i) of the Purchase Contract Agreement, such failure shall constitute an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the pledged Capital Securities pursuant to the remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of an Income PRIDES does notify the Agent as provided in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii5.4(a)(ii) of the Purchase Contract Agreement, the Capital Securities of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Capital Securities at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, such Failed Remarketing shall constitute an event of default hereunder by such Holder shall be deemed and the Collateral Agent, for the benefit of the Company, will also exercise its rights as a secured party with respect to have consented such Capital Securities at the direction of the Company to retain or dispose of the disposition Collateral in accordance with applicable law. (c) If a Holder of a Growth PRIDES fails to notify the Purchase Contract Agent of such Holder’s Pledged Senior Notes 's intention to make a Cash Settlement in accordance with Section 5.02(b)(iii5.4(d)(i) of the Purchase Contract Agreement. , or if a Holder of an Income PRIDES does notify the Agent as provided in paragraph (cd)(i) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding of the Purchase Contract Settlement Date, the Collateral Agent shall deliver Agreement of its intention to pay the Purchase Contract Agent a noticePrice in cash, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect but fails to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(cmake such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) such failure shall constitute an event of default hereunder by such Holder and upon the maturity of any Pledged Treasury Securities or the Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of the Pledged Treasury Securities or the Treasury Portfolio received by the Collateral Agent shall deliver shall, upon written direction of the Company, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the Treasury Portfolio, as the case may be, and the investment earnings earned from such investments is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent a notice, stating (i) for the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise benefit of the Put Right has occurred pursuant to Section 5.02(c) Holder of the Purchase Contract Agreementrelated Growth PRIDES or Income PRIDES when received.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1i) a notice from the Forward Purchase Contract Agent promptly after the receipt by the Forward Purchase Contract Agent of a such notice from that a Holder of Corporate Units or Treasury Units that such Holder an Upper DECS has elected, in accordance with the procedures specified in Section 5.02(b)(i5.5(a)(i) of the Forward Purchase Contract Agreement, Agreement to effect a settle its Forward Purchase Contract with Cash Settlement and (2ii) payment of the amount required to settle such Forward Purchase Contract by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth Business Day immediately preceding the Forward Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall: (i) instruct , at the Securities Intermediary written direction of the Company, promptly to invest any such Cash received from a Holder in connection with a Cash Settlement in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Forward Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s cashiers' checks receivedreceived and any funds so wired, in an aggregate amount equal to the Purchase Price, to the Company on the Forward Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments to the Forward Purchase Contract Agent for distribution payment to such Holder in accordance with the Purchase Contract Agreementrelevant Holders. (b) If a Holder of Corporate Units an Upper DECS (unless the Treasury Portfolio a Tax Event Redemption or a Successful Initial Remarketing has replaced the Senior Notes as a component of such Corporate Units) (ioccurred) fails to notify the Forward Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.5(a)(i) of the Forward Purchase Contract Agreement, such failure shall constitute an event of default under the Forward Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in Section 5.5(b) of the Forward Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of an Upper DECS does notify the Forward Purchase Contract Agent as provided in Section 5.02(b)(i5.5(a)(i) of the Forward Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii5.5(a)(ii) of the Forward Purchase Contract Agreement, the Pledged Notes of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Notes at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Secondary Remarketing as described in Section 5.5(b) of the Forward Purchase Contract Agreement, such Failed Secondary Remarketing shall constitute an additional event of default hereunder by such Holder shall be deemed and the Collateral Agent, for the benefit of the Company, will also exercise its rights as a secured party with respect to have consented such Pledged Notes at the direction of the Company to retain or dispose of the disposition of such Holder’s Pledged Senior Notes Collateral in accordance with Section 5.02(b)(iii) of the Purchase Contract Agreementapplicable law. (c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury PEPS Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. or on 11:00 a.m. (New York City time) on the fourth fifth Business Day immediately preceding August 18, 2003, in the Purchase Contract Settlement Date case of a PEPS Unit, unless a Tax Event Redemption has occurred, or on the Business Day prior to August 18, 2003 in the case of Treasury PEPS or a PEPS Unit, if a Tax Event Redemption has occurred, of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i1) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii2) instruct the Securities Intermediary to release from the Pledge such Holder’s the PEPS Unit holder's or the Treasury PEPS Unit holder's related Pledged Preferred Securities, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Senior Deferrable Notes or Pledged Applicable Ownership InterestsTreasury Securities, as applicable, as to which such Holder has effected elected to effect a Cash Settlement pursuant to this Section 5.05(a5.5(a); and (iii3) instruct the Securities Intermediary to Transfer all such Pledged Senior NotesPreferred Securities, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, Pledged Applicable Ownership Interests Senior Deferrable Notes or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to such Holder. The Upon the request of the Securities Intermediary, the Company shall instruct the Collateral Agent in writing Securities Intermediary as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds and deliver any certified or cashier’s checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract Agreement. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s Pledged Senior Notes in accordance with Section 5.02(b)(iii) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.;

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s 's related Pledged Senior Notes or Notes, Pledged Applicable Ownership InterestsInterests and Pledged Treasury Securities, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or and the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with in respect to of losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) ) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s 's Pledged Senior Notes in accordance with Section 5.02(b)(iii) of the Purchase Contract Agreement. (c) If a Holder of a Treasury Unit or a Holder of a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(d)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent as provided in Section 5.02(d)(ii) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with Section 5.02(d)(iii) of the Purchase Contract Agreement. (d) As soon as practicable after 5:00 p.m. 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c5.02(b)(iii) of the Purchase Contract Agreement. (de) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. 11:00 a.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c5.02(c)(iii) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury PEPS Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. or on 11:00 a.m. (New York City time) on the fourth fifth Business Day immediately preceding November 16, 2002, in the Purchase Contract Settlement Date case of a PEPS Unit, unless a Tax Event Redemption has occurred, or on the Business Day prior to November 16, 2002, in the case of Treasury PEPS or a PEPS Unit, if a Tax Event Redemption has occurred of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i1) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii2) instruct the Securities Intermediary to release from the Pledge such Holder’s the PEPS Unit holder's or the Treasury PEPS Unit holder's related Pledged Preferred Securities, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Senior Deferrable Notes or Pledged Applicable Ownership InterestsTreasury Securities, as applicable, as to which such Holder has effected elected to effect a Cash Settlement pursuant to this Section 5.05(a5.5(a); and (iii3) instruct the Securities Intermediary to Transfer all such Pledged Senior NotesPreferred Securities, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, Pledged Applicable Ownership Interests Senior Deferrable Notes or the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as , for distribution to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment directionHolder. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to the such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of Corporate PEPS Units (unless the Treasury Portfolio has replaced the Senior Notes as if a component of such Corporate UnitsTax Event Redemption shall not have occurred) (i) fails to notify notifies the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.4(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s 's Pledged Preferred Securities or Pledged Senior Deferrable Notes in accordance with Section 5.02(b)(iiiparagraph 5.4(a)(iii) of the Purchase Contract Agreement. (c) If a Holder of a Treasury PEPS Unit or a Holder of PEPS Unit (if a Tax Event Redemption shall have occurred) notifies the Purchase Contract Agent as provided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with paragraph 5.4(d)(iii) of the Purchase Contract Agreement. (d) As soon as practicable after 5:00 p.m. 11:00 a.m. (New York City time) on the fourth fifth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash cash that it has received with respect to the Cash Settlement of Corporate Units, PEPS Units and (ii) the amount of Cash cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract AgreementPEPS Units. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury PEPS Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. or on 11:00 a.m. (New York City time) on the fourth fifth Business Day immediately preceding August 16, 2002, in the Purchase Contract Settlement Date case of a PEPS Unit, unless a Tax Event Redemption has occurred, or on the Business Day prior to November 16, 2002, in the case of Treasury PEPS or a PEPS Unit, if a Tax Event Redemption has occurred of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i1) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii2) instruct the Securities Intermediary to release from the Pledge such Holder’s a PEPS Unit holder's related Pledged Senior Notes or Pledged Preferred Securities, Applicable Ownership InterestsInterest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as applicable, or all the Pledged Debentures as to which such Holder has effected elected to effect a Cash Settlement pursuant to this Section 5.05(a5.5(a); and (iii3) instruct the Securities Intermediary to Transfer all such Pledged Senior NotesPreferred Securities, Pledged Applicable Ownership Interests 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, as the case may be, to the Purchase Contract Agent for distribution to the benefit of such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as , for distribution to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment directionHolder. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to the such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of Corporate PEPS Units (unless the Treasury Portfolio has replaced the Senior Notes as if a component of such Corporate UnitsTax Event Redemption shall not have occurred) (i) fails to notify notifies the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.4(a)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.4(a)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s 's Pledged Senior Notes Preferred Securities or Pledged Debentures in accordance with Section 5.02(b)(iiiparagraph 5.4(a)(iii) of the Purchase Contract Agreement. (c) As soon If a Holder of PEPS Units (if a Tax Event Redemption shall have occurred) notifies the Purchase Contract Agent as practicable after 5:00 provided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with paragraph 5.4(d)(iii) of the Purchase Contract Agreement. (d) Prior to 3:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash cash that it has received with respect to the Cash Settlement of Corporate Units, PEPS Units and (ii) the amount of Cash cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c) of the Purchase Contract AgreementPEPS Units. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury Hybrid Capital Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i5.02(c)(i) of the Purchase Contract Agreement, Agreement to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. 11:00 a.m. (New York City time) on or before the fourth Business fifth Trading Day immediately preceding the Purchase Contract Settlement Date, or on the Trading Day immediately preceding the Purchase Contract Settlement Date in the case of a Failed Remarketing, of the Purchase Price in lawful money of the United States of America by certified or cashier’s 's check or wire transfer of transfer, in each case in immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shallshall instruct the Securities Intermediary to: (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s 's related Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable, Convertible Preferred Shares as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or the Pledged Treasury Securities, as the case may be, Convertible Preferred Shares to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with in respect to of losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract AgreementCompany. (b) If a Holder of Corporate Hybrid Capital Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.02(c)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.02(c)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s 's Pledged Senior Notes Convertible Preferred Shares in accordance with Section 5.02(b)(iiiparagraph 5.02(c)(iii) of the Purchase Contract Agreement. (c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business fifth Trading Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E C hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, Hybrid Capital Units and (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes Convertible Preferred Shares to be remarketed in the Final Remarketing pursuant to Section 5.02(c5.02(c)(iv) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units or Treasury Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i[5.02 (c) (i) or (f)[(i)] of the Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date of the Purchase Price in lawful money of the United States by certified or cashier’s 's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall: (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments; (ii) instruct the Securities Intermediary to release from the Pledge such Holder’s 's related Pledged Senior Notes or Notes, Pledged Applicable Ownership InterestsInterests and Pledged Treasury Securities, as applicable, as to which such Holder has effected a Cash Settlement pursuant to this Section 5.05(a); and (iii) instruct the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged Applicable Ownership Interests or and the Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary), the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. In no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of Proceeds the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier’s 's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to such Holder in accordance with the Purchase Contract AgreementHolder. (b) If a Holder of Corporate Units (unless a Special Event Redemption prior to the Treasury Portfolio has replaced Purchase Contract Settlement Date or a Successful Remarketing of the Senior Notes as a component of such Corporate Unitsprior to the Final Remarketing Date shall have occurred) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(iparagraph 5.02(c)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.02(c)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s 's Pledged Senior Notes in accordance with Section 5.02(b)(iiiparagraph 5.02(c)(iii) of the Purchase Contract Agreement. (c) If a Holder of a Treasury Unit or a Holder of Corporate Unit (if a Special Event Redemption prior to the Purchase Contract Settlement Date or a Successful Remarketing of the Senior Notes prior to the Final Remarketing Date shall have occurred) (i) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement as provided in paragraph 5.02(f)(i) of the Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent as provided in paragraph 5.02(f)(ii) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.02(f)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay the Purchase Price in accordance with paragraph 5.02(f)(iii) of the Purchase Contract Agreement. (d) As soon as practicable after 5:00 p.m. 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes to be remarketed in the Final Remarketing pursuant to Section 5.02(c5.02(c)(iii) of the Purchase Contract Agreement. (d) If there has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Senior Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement.