Common use of Deferral of Contract Adjustment Payments Clause in Contracts

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the Deferred Contract Adjustment Payments have been paid, the Company shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Common Stock other than: (i) purchases, redemptions or acquisitions of shares of Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Equity Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear additional Contract Adjustment Payments thereon at the rate of 5.75[ ]% per year (computed on the basis of a 360-day year of twelve 12 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments accrued thereon, being referred to herein as the "“Deferred Contract Adjustment Payments"”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's ’s right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until the Stock Purchase Date, each Holder will receive on the Stock Purchase Date in lieu of a cash payment a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Adjustment Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Adjustment Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) the Applicable Market Value. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12. (e) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the Deferred Contract Adjustment Payments have been paid, the Company shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Common Stock other than: (i) purchases, redemptions or acquisitions of shares of Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's ’s Capital Stock or the exchange or conversion of one class or series of the Company's ’s Capital Stock for another class or series of the Company's ’s Capital Stock; (iii) ; the purchase of fractional interests of the Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iviii) dividends or distributions in any series of the Company's ’s Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's ’s Common Stock); or (viv) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear additional Contract Adjustment Payments thereon at the rate of 5.756.50% per year (computed on the basis of a 360-day year of twelve 12 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Contract Settlement Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, each Holder will receive on the Stock Purchase Date in lieu of a cash payment a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Adjustment Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Adjustment Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) the Applicable Market Value. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12. (e) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the Deferred Contract Adjustment Payments have been paid, the Company shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Common Capital Stock other than: (i) purchases, redemptions or acquisitions of shares of Common Capital Stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Company's Capital Stock pursuant to the conversion or exchange provisions of such Common Capital Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Capital Stock (or rights to acquire Common Capital Stock) or repurchases, acquisitions or redemptions of Common Capital Stock in connection with the issuance or of exchange of any series of the Common Company's Capital Stock (or securities convertible into or exchangeable for shares of the Company's Common Capital Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear accrue additional Contract Adjustment Payments thereon at the rate of 5.757.00% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments Payments, if any, accrued thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Settlement Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination EventEvent or Early Settlement, the Holder's right to receive Contract Adjustment Payments, if any, and any Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, each Holder will receive on the Stock Purchase Date a cash payment equal to the aggregate amount of Deferred Contract Adjustment Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Adjustment Payment, which shall be remitted to the appropriate taxing jurisdiction). (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the date on which the Deferred Contract Adjustment Payments have been paid, the Company shall not, and will not permit any subsidiary of the Company to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Common Stock Ordinary Shares other than: (i) purchasesrepurchases, redemptions or acquisitions of shares Ordinary Shares of Common Stock the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or officers, directors or agents or a stock share purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the payment of Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Company's Capital Stock pursuant to the conversion or exchange provisions of such Common Capital Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Capital Stock (or rights to acquire Common the Company's Capital Stock) or repurchases, redemptions or acquisitions or redemptions of Common the Company's Capital Stock in connection with the issuance exchange for or exchange out of the Common net cash proceeds of the sale of the Company's Capital Stock (or securities convertible into or exchangeable for shares of the Company's Common Capital Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan on the date the Company exercises its right to defer the payment of Contract Adjustment Payments or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future, or the redemption or repurchase of any rights pursuant thereto.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for (i) which an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) which an effective Early Settlement has occurred, the date Contract Adjustment Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Contract Adjustment Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment PaymentsPayments at a rate equal to 2.725% per annum, if anycompounded on each Contract Adjustment Payment Date to, together with but excluding, the Contract Adjustment Payment Date on which such deferred Contract Adjustment Payments are paid (the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is The Company may pay any such deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred (including Compounded Contract Adjustment Payments are deferred until thereon) on any scheduled Contract Adjustment Payment Date to the Stock Purchase Holder on the related Record Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datesubject to sub-section (c) below. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least one Business Day before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period (other than on the Purchase Contract Settlement Date) or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least one Business Day before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not (1) declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect toto any shares of its capital stock, (2) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company's Common Stock other than’s debt securities ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations, or (3) make any guarantee payments under any guarantee by the Company of securities of any of its subsidiaries in the case of a guarantee ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations; provided that the foregoing does not apply to: (i) purchases, redemptions or other acquisitions of shares of Common Stock the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors, agents or directors consultants or a stock purchase or dividend reinvestment plan, or the satisfaction by of the Company of its Company’s obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer that the Contract Adjustment PaymentsPayment is deferred requiring the Company to purchase, redeem or acquire its capital stock; (ii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (1) above as a result of a reclassification of the Company's Capital Stock ’s capital stock, or the exchange or conversion of all or a portion of one class or series of the Company's Capital Stock ’s capital stock, for another class or series of the Company's Capital Stock’s capital stock; (iii) the purchase of fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock the Company’s capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (iv) dividends or distributions paid or made in any series of the Company's Common Stock ’s capital stock (or rights to acquire Common Stock) the Company’s capital stock), or repurchases, redemptions or acquisitions or redemptions of Common Stock the Company’s capital stock in connection with the issuance or exchange of the Common Stock Company’s capital stock (or of securities convertible into or exchangeable for shares of the Company's Common Stock); or’s capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (v) redemptions, exchanges or repurchases of of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; (vi) payments on the Debentures, any preferred trust securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case, ranking on a parity with the CAP Obligations, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; provided that, for the avoidance of doubt, the Company will not be permitted under this Agreement to make Contract Adjustment Payments in part; or (vii) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity or junior securities.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of of (i) the next succeeding Payment Date or or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear accrue additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments Payments, if any, accrued thereon, being are referred to herein as the "“Deferred Contract Adjustment Payments"”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's ’s right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, Payments will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, each Holder will receive on the Stock Purchase Date in lieu of a cash payment a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Adjustment Payments payable to such Holder divided by (B) the Applicable Market Value. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12. (e) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments thenPayments, then until the Deferred Contract Adjustment Payments have been paid, the Company shall not, and will not permit any subsidiary of the Company to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Common ’s Capital Stock other than: (i) purchases, redemptions or acquisitions of shares of Common the Company’s Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors or directors agents or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the payment of Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's ’s Capital Stock or the exchange or conversion of one class or series of the Company's ’s Capital Stock for another class or series of the Company's ’s Capital Stock; (iii) the purchase of fractional interests of the Common Company’s Capital Stock pursuant to the conversion or exchange provisions of such Common Capital Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common ’s Capital Stock (or rights to acquire Common the Company’s Capital Stock) or repurchases, acquisitions or redemptions of Common the Company’s Capital Stock in connection with the issuance or exchange of any series of the Common Company’s Capital Stock (or securities convertible into or exchangeable for shares of the Company's Common ’s Capital Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for (i) which an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) which an effective Early Settlement has occurred, the date quarterly Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon on such deferred installments of Contract Adjustment Payments at the a rate of 5.75equal to 12.00% per year (computed on the basis of a 360-day year of twelve 30-day months)annum, compounding on each succeeding Payment Date, until such deferred installments are paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred At the end of each Extension Period, including as the same may be extended as provided above, or, in the event of an effective Early Settlement or Fundamental Change Early Settlement, on the Early Settlement Date or Fundamental Change Early Settlement Date, as the case may be, the Company shall pay all deferred Contract Adjustment PaymentsPayments (including Compounded Contract Adjustment Payments thereon) then due in the manner set forth in Section 5.11(a) (in the case of the end of an Extension Period), in the manner set forth in Section 5.08(b) (in the case of an Early Settlement) or in the manner set forth in Section 5.05(b)(ii) (in the case of a Fundamental Change Early Settlement) to the extent such amounts are not deducted from the amount otherwise payable by the Holder in the case of a Cash Settlement, any Early Settlement or any Fundamental Change Early Settlement. In the event of an Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then payable, if any, on the Purchase Contracts being settled early through the Payment Date immediately preceding the applicable Early Settlement Date. In the event of a Fundamental Change Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) due on the Purchase Contracts being settled on the Fundamental Change Early Settlement Date to but excluding such Fundamental Change Early Settlement Date. Upon termination of any Extension Period and the payment of all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) and all accrued and unpaid Contract Adjustment Payments then due, the Company may commence a new Extension Period; provided that such Extension Period, together with all extensions thereof, may not extend beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Fundamental Change Early Settlement Date). Except in the case of an Early Settlement or Fundamental Change Early Settlement, no Contract Adjustment Payments shall be due and payable during an Extension Period except at the end thereof, except that prior to the end of such Extension Period, the Company, at its option, may prepay on the next succeeding any Payment Date except to all or any portion of the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred (including Compounded Contract Adjustment Payments are deferred until thereon) accrued during the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datethen elapsed portion of such Extension Period. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least five Business Days before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least five Business Days before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect to, any shares of capital stock; provided that the Company's Common Stock other thanforegoing does not apply to: (i) purchasesany repurchase, redemptions redemption or acquisitions other acquisition of shares of Common Stock the Company’s capital stock in connection with (1) any employment contract, benefit plan Plan or other similar arrangement with or for the benefit of any one or more employees, officers officers, directors, consultants or directors independent contractors or (2) a stock purchase or dividend reinvestment or stockholder purchase plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange any exchange, redemption or conversion of one any class or series of the Company's Capital Stock ’s capital stock, or the capital stock of one of the Company’s subsidiaries, for another any other class or series of the Company's Capital Stock’s capital stock, or of any class or series of the Company’s indebtedness for any class or series of the Company’s capital stock; (iii) the any purchase of, or payment of cash in lieu of, fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock capital stock or the security securities being converted or exchanged; (iv) dividends or distributions in any series declaration of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock a dividend in connection with the issuance of rights, stock or exchange other property under any rights plan, or the redemption or repurchase of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock)rights pursuant thereto; orand (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the futureform of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to such stock.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any subsequent Payment DateDate (an “Extension Period”), but only if not beyond the Company shall give the Holders and the Agent written notice of its election Purchase Contract Settlement Date (or, with respect to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for which (i) an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) an effective Early Settlement has occurred, the date quarterly Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon on such deferred installments of Contract Adjustment Payments at the annual rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months)then in effect for Contract Adjustment Payments, compounding on each succeeding Payment Date, until such deferred installments are paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "“Compounded Contract Adjustment Payments”). The Company may pay any such Deferred Contract Adjustment Payments"). Deferred Payments (including Compounded Contract Adjustment PaymentsPayments thereon) on any scheduled Payment Date. At the end of each Extension Period, including as the same may be extended as provided above, or, in the event of an effective Early Settlement or Fundamental Change Early Settlement, on the date shares of Common Stock are delivered in respect of such Early Settlement or the Fundamental Change Early Settlement Date, as the case may be, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then due in the manner set forth in Section 5.09(a) (in the case of the end of an Extension Period), in the manner set forth in Section 5.06(b) (in the case of an Early Settlement) or in the manner set forth in Section 5.04 (in the case of a Fundamental Change Early Settlement) to the extent such amounts are not deducted from the amount otherwise payable by the Holder in the case of any Early Settlement or any Fundamental Change Early Settlement. In the event of an Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then payable, if any, on the Purchase Contracts being settled early through the Payment Date immediately preceding the applicable Early Settlement Date. In the event of a Fundamental Change Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) due on the Purchase Contracts being settled on the Fundamental Change Early Settlement Date to but excluding such Fundamental Change Early Settlement Date. Upon termination of any Extension Period and the payment of all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) and all accrued and unpaid Contract Adjustment Payments then due, the Company may commence a new Extension Period; provided that such Extension Period, together with all extensions thereof, may not extend beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Fundamental Change Early Settlement Date). Except in the case of an Early Settlement or Fundamental Change Early Settlement, no Contract Adjustment Payments shall be due on and payable during an Extension Period except at the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datethereof. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least five Business Days before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least five Business Days before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect to, any shares of the Company's Common Stock other than’s capital stock (including the Convertible Preferred Stock); provided that the foregoing does not apply to: (i) purchases, redemptions or other acquisitions of shares of Common Stock the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors, agents or directors consultants or a stock purchase or dividend reinvestment plan, or the satisfaction by of the Company of its Company’s obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer that the Contract Adjustment PaymentsPayment is deferred requiring the Company to purchase, redeem or acquire its capital stock; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange any exchange, redemption or conversion of one any class or series of the Company's Capital Stock ’s capital stock, or the capital stock of one of the Company’s Subsidiaries, for another any other class or series of the Company's Capital Stock’s capital stock; (iii) the any purchase of, or payment of Cash in lieu of, fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock capital stock or the security securities being converted or exchanged; (iv) dividends any dividend or distributions distribution in any series the form of stock, warrants, options or other rights where the Company's Common Stock (dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); orsuch stock; (v) redemptions, exchanges or repurchases of of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; (vi) payments on any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case, that rank equal in right of payment with the Contract Adjustment Payments, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; and (vii) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity or junior securities.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of of (i) the next succeeding Payment Date or or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear accrue additional Contract Adjustment Payments thereon at the rate of 5.75____% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments Payments, if any, accrued thereon, being are referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, Payments will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, each Holder will receive on the Stock Purchase Date in lieu of a cash payment a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Adjustment Payments payable to such Holder divided by (B) the Applicable Market Value. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12. (e) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments thenPayments, then until the Deferred Contract Adjustment Payments have been paid, the Company shall not, and will not permit any subsidiary of the Company to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Common Capital Stock other than: (i) purchases, redemptions or acquisitions of shares of Common the Company's Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors or directors agents or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the payment of Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Company's Capital Stock pursuant to the conversion or exchange provisions of such Common Capital Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Capital Stock (or rights to acquire Common the Company's Capital Stock) or repurchases, acquisitions or redemptions of Common the Company's Capital Stock in connection with the issuance or exchange of any series of the Common Company's Capital Stock (or securities convertible into or exchangeable for shares of the Company's Common Capital Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for which (i) an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) an effective Early Settlement has occurred, the date Contract Adjustment Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Contract Adjustment Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments at the annual rate then in effect for Contract Adjustment Payments, if anycompounding on each succeeding Contract Adjustment Payment Date, together with to, but excluding, the date such deferred installments are paid in full (the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred The Company may pay any such deferred Contract Adjustment PaymentsPayments (including Compounded Contract Adjustment Payments thereon) on any scheduled Contract Adjustment Payment Date to the Holder on the related Record Date, subject to subsection (c) below. At the end of each Extension Period, including as the same may be extended as provided above, or, in the event of an effective Early Settlement or Fundamental Change Early Settlement, on the date shares of Common Stock are delivered in respect of such Early Settlement or the Fundamental Change Early Settlement Date, as the case may be, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then due in the manner set forth in Section 5.09(a) (in the case of the end of an Extension Period), in the manner set forth in Section 5.06(b) (in the case of an Early Settlement) or in the manner set forth in Section 5.04 (in the case of a Fundamental Change Early Settlement) to the extent such amounts are not deducted from the amount otherwise payable by the Holder in the case of any Early Settlement or any Fundamental Change Early Settlement. In the event of an Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then payable, if any, on the Purchase Contracts being settled early through the Contract Adjustment Payment Date immediately preceding the applicable Early Settlement Date. In the event of a Fundamental Change Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) due on the Purchase Contracts being settled on the Fundamental Change Early Settlement Date to, but excluding, such Fundamental Change Early Settlement Date. Upon termination of any Extension Period and the payment of all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) and all accrued and unpaid Contract Adjustment Payments then due, the Company may commence a new Extension Period; provided that such Extension Period, together with all extensions thereof, may not extend beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Fundamental Change Early Settlement Date). Except in the case of an Early Settlement or Fundamental Change Early Settlement, no Contract Adjustment Payments shall be due on and payable during an Extension Period except at the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datethereof. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least five Business Days before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Contract Adjustment Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Contract Adjustment Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Contract Adjustment Payment Date prior to the end of an Extension Period, at least five Business Days before the earlier of (i) the Record Date for the Contract Adjustment Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Contract Adjustment Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not (1) declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect to, any shares of the Company's Common Stock other than’s capital stock (including the Mandatory Convertible Preferred Stock), (2) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company’s debt securities that rank on parity with, or junior to, the Contract Adjustment Payments, or (3) make any guarantee payments under any guarantee by the Company of securities of any of its Subsidiaries if the Company’s guarantee ranks on parity with, or junior to, the Contract Adjustment Payments; provided that the foregoing does not apply to: (i) purchases, redemptions or other acquisitions of shares of Common Stock the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors, agents or directors consultants or a stock purchase or dividend reinvestment plan, or the satisfaction by of the Company of its Company’s obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer that the Contract Adjustment PaymentsPayment is deferred requiring the Company to purchase, redeem or acquire its capital stock; (ii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (i) as a result of a reclassification of the Company's Capital Stock ’s capital stock, or the exchange or conversion of all or a portion of one class or series of the Company's Capital Stock ’s capital stock, for another class or series of the Company's Capital Stock’s capital stock; (iii) the purchase of fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock the Company’s capital stock or the security being converted or exchanged; (iv) dividends or distributions paid or made in any series of the Company's Common Stock ’s capital stock (or rights to acquire Common Stock) the Company’s capital stock), or repurchases, redemptions or acquisitions or redemptions of Common Stock capital stock in connection with the issuance or exchange of the Common Stock capital stock (or of securities convertible into or exchangeable for shares of the Company's Common Stock’s capital stock); or; (v) redemptions, exchanges or repurchases of of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; (vi) payments on any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case, that rank equal in right of payment with the Contract Adjustment Payments, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; provided that, for the avoidance of doubt, the Company shall not make Contract Adjustment Payments in part; or (vii) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity or junior securities.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or and (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Security Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear additional Contract Adjustment Payments thereon at the rate of 5.756.14% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, if any, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, the Company may elect to pay each Holder on the Stock Purchase Date in respect of the Deferred Contract Adjustment Payments, in lieu of a cash payment, a number of shares of Common Stock (in addition to the number of shares of Common Stock equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Adjustment Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Adjustment Payments, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) the Applicable Market Value. (d) No fractional shares will be issued by the Company with respect to the payment of Deferred Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12. (e) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the Deferred Contract Adjustment Payments have been paid, the Company shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Common Stock other than: (i) purchases, redemptions or acquisitions of shares of Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any subsequent Payment Date (an “Extension Period”), but not beyond the Purchase Contract Settlement Date (or, with respect to Purchase Contracts for which an effective Early Settlement or Fundamental Change Early Settlement has occurred, the Early Settlement Date or Fundamental Change Early Settlement Date, as the case may be). Prior to the expiration of any Extension Period, the Company may further extend such Extension Period to any subsequent Payment Date, but only if not beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Fundamental Change Early Settlement Date). If the Company so elects to defer Contract Adjustment Payments, the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear pay additional Contract Adjustment Payments thereon on such deferred installments of Contract Adjustment Payments at the a rate of 5.75equal to 5.60% per year (computed on the basis of a 360-day year of twelve 30-day months)annum, compounding on each succeeding Payment Date, until such deferred installments are paid in full (such deferred installments of Contract Adjustment Payments, if any, Payments together with the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "“Deferred Contract Adjustment Payments"”). Deferred Contract Adjustment PaymentsAt the end of each Extension Period, if anyincluding as the same may be extended as provided above, shall be due or, in the event of an effective Early Settlement or Fundamental Change Early Settlement, on the next succeeding Payment Early Settlement Date except to or Fundamental Change Early Settlement Date, as the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments case may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Eventbe, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Company shall pay all Deferred Contract Adjustment Payments then due in the manner set forth in Section 5.10(a) (in the case of the end of an Extension Period), in the manner set forth in Section 5.07(b) (in the case of an Early Settlement) or in the manner set forth in Section 5.04(b)(ii) (in the case of a Fundamental Change Early Settlement) to the extent such amounts are deferred until not deducted from the Stock amount otherwise payable by the Holder in the case of a Cash Settlement, any Early Settlement or any Fundamental Change Early Settlement. In the event of an Early Settlement, the Company shall pay all Deferred Contract Adjustment Payments due on the Purchase Contracts being settled early through the Interest Payment Date immediately preceding the applicable Early Settlement Date. In the event of a Fundamental Change Early Settlement, the Company shall pay all payments Deferred Contract Adjustment Payments due on the Purchase Contracts being settled on the Fundamental Change Early Settlement Date to but excluding such Fundamental Change Early Settlement Date. Upon termination of any Extension Period and the payment of all Deferred Contract Adjustment Payments and all accrued and unpaid Contract Adjustment Payments then due, the Company may commence a new Extension Period; provided that such Extension Period, together with all extensions thereof, may not extend beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Fundamental Change Early Settlement Date). Except in respect thereof the case of an Early Settlement or Fundamental Change Early Settlement, no Contract Adjustment Payments shall be made in cash due and payable during an Extension Period except at the end thereof, except that prior to the end of such Extension Period, the Company, at its option, may prepay on any Interest Payment Date all or any portion of the Stock Purchase DateDeferred Contract Adjustment Payments accrued during the then elapsed portion of such Extension Period. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least five Business Days before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Interest Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period or its election to pay any portion of the Deferred Contract Adjustment Payments on an Interest Payment Date prior to the end of an Extension Period, at least five Business Days before the earlier of (i) the Record Date for the Interest Payment Date on which such Extension Period shall end or such payment of Deferred Contract Adjustment Payments shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the all Deferred Contract Adjustment Payments have been paid, the Company shall not, and shall not permit any of its subsidiaries to, declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect to, any shares of capital stock; provided that the Company's Common Stock other thanforegoing does not apply to: (i) purchasesany repurchase, redemptions redemption or acquisitions other acquisition of shares of Common Stock the Company’s capital stock in connection with (1) any employment contract, benefit plan Plan or other similar arrangement with or for the benefit of any one or more employees, officers officers, directors, consultants or directors or independent contractors, (2) a stock purchase or dividend reinvestment planor stockholder purchase Plan, or (3) the satisfaction by issuance of the Company Company’s capital stock, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable event of its obligations pursuant to any contract default, default or security outstanding on Extension Period, as the date the Company exercises its right to defer the Contract Adjustment Paymentscase may be; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange any exchange, redemption or conversion of one any class or series of the Company's Capital Stock ’s capital stock, or the capital stock of one of the Company’s subsidiaries, for another any other class or series of the Company's Capital Stock’s capital stock, or of any class or series of the Company’s indebtedness for any class or series of the Company’s capital stock; (iii) the any purchase of, or payment of cash in lieu of, fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock capital stock or the security securities being converted or exchanged;; and (iv) dividends or distributions in any series declaration of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock a dividend in connection with any rights plan, or the issuance of rights, stock or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of other property under any rights outstanding under a shareholder rights plan plan, or the declaration redemption or payment thereunder repurchase of a rights pursuant thereto; or any dividend or distribution of or with respect to rights in the futureform of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to such stock.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Contract Settlement Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred, if less than the entire amount payable) at least ten 10 Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped UnitsSecurities, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear additional Contract Adjustment Payments thereon at the rate of 5.757.125% per year (computed on the basis of a 360-day year of twelve 12 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3Section. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Contract Settlement Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will Payments shall terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Contract Settlement Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Purchase Contract Settlement Date, each Holder shall receive on the Purchase Contract Settlement Date in lieu of a cash payment a number of shares of PCS Common Stock (in addition to a number of shares of PCS Common Stock equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Adjustment Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Adjustment Payment, which shall be remitted in cash to the applicable taxing jurisdiction) divided by (B) the Applicable Market Value. (d) No fractional shares of PCS Common Stock will be issued by the Company with respect to the payment of Deferred Contract Adjustment Payments on the Purchase Contract Settlement Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Adjustment Payments, the Holder shall be entitled to receive an amount in cash as provided in Section 5.10. (e) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the Deferred Contract Adjustment Payments have been paid, the Company shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any series of the Company's PCS Common Stock other than: (i) purchases, redemptions or acquisitions of shares of Common Stock capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital any series of PCS Common Stock or the exchange or conversion of one class or series of the Company's Capital PCS Common Stock for another class or series of the Company's Capital PCS Common Stock; (iii) the purchase of fractional interests in any series of the PCS Common Stock pursuant to the conversion or exchange provisions of such series of PCS Common Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's PCS Common Stock (or rights to acquire Common Stockcapital stock) or repurchases, acquisitions or redemptions of any series of PCS Common Stock in connection with the issuance exchange for or exchange out of the net cash proceeds of the sale of any series of PCS Common Stock (or securities convertible into or exchangeable for shares of the Company's any series of PCS Common Stock); or; (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future.; or

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for (i) which an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) which an effective Early Settlement has occurred, the date Contract Adjustment Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Contract Adjustment Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment PaymentsPayments at a rate equal to 6.75% per annum, if anycompounded on each Contract Adjustment Payment Date to, together with but excluding, the Contract Adjustment Payment Date on which such deferred Contract Adjustment Payments are paid (the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is The Company may pay any such deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred (including Compounded Contract Adjustment Payments are deferred until thereon) on any scheduled Contract Adjustment Payment Date to the Stock Purchase Holder on the related Record Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datesubject to sub-section (c) below. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least one Business Day before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period (other than on the Purchase Contract Settlement Date) or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least one Business Day before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not (1) declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect toto any shares of its capital stock, (2) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company's Common Stock other than’s debt securities ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations, or (3) make any guarantee payments under any guarantee by the Company of securities of any of its subsidiaries in the case of a guarantee ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations; provided that the foregoing does not apply to: (i) purchases, redemptions or other acquisitions of shares of Common Stock the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors, agents or directors consultants or a stock purchase or dividend reinvestment plan, or the satisfaction by of the Company of its Company’s obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer that the Contract Adjustment PaymentsPayment is deferred requiring the Company to purchase, redeem or acquire its capital stock; (ii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (1) above as a result of a reclassification of the Company's Capital Stock ’s capital stock, or the exchange or conversion of all or a portion of one class or series of the Company's Capital Stock ’s capital stock, for another class or series of the Company's Capital Stock’s capital stock; (iii) the purchase of fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock the Company’s capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (iv) dividends or distributions paid or made in any series of the Company's Common Stock ’s capital stock (or rights to acquire Common Stock) the Company’s capital stock), or repurchases, redemptions or acquisitions or redemptions of Common Stock the Company’s capital stock in connection with the issuance or exchange of the Common Stock Company’s capital stock (or of securities convertible into or exchangeable for shares of the Company's Common Stock); or’s capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (v) redemptions, exchanges or repurchases of of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; (vi) payments on the Notes, any trust preferred securities, subordinated notes or junior subordinated notes, or any guarantees of any of the foregoing, in each case, ranking on a parity with the CAP Obligations, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; provided that, for the avoidance of doubt, the Company will not be permitted under this Agreement to make Contract Adjustment Payments in part; or (vii) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity or junior securities.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear accrue additional Contract Adjustment Payments thereon at the rate of 5.750.505% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments Payments, if any, accrued thereon, being referred to herein as the "“Deferred Contract Adjustment Payments"”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.35.03. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Settlement Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination EventEvent or Early Settlement, the Holder's ’s right to receive Contract Adjustment Payments, if any, and any Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, each Holder will receive on the Stock Purchase Date in lieu of a cash payment a number of Common Stock (in addition to a number of Common Stock equal to the Settlement Rate) equal to a number of shares of Common Stock equal to the sum of the “share amounts” calculated for each of the 20 Trading Days beginning on April 15, 2008. For each of such 20 Trading Days, the share amount shall be equal to (a) the aggregate amount of deferred contract adjustment payments payable to the holder divided by (b) the product of 20 multiplied by the Closing Price of the Common Stock for the respective trading day. (d) No fractional shares of Common Stock will be issued by the Company with respect to settlement or payment of Deferred Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable, the Holder will be entitled to receive an amount in cash as provided in Section 5.12. (e) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the date on which the Deferred Contract Adjustment Payments have been paid, the Company shall not, and will not permit any subsidiary of the Company to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's ’s Common Stock other than: (i) purchasesrepurchases, redemptions or acquisitions of shares of Common Stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or officers, directors or agents or a stock share purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the payment of Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's ’s Capital Stock or the exchange or conversion of one class or series of the Company's ’s Capital Stock for another class or series of the Company's ’s Capital Stock; (iii) the purchase of fractional interests of the Common Company’s Capital Stock pursuant to the conversion or exchange provisions of such Common Capital Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common ’s Capital Stock (or rights to acquire Common the Company’s Capital Stock) or repurchases, redemptions or acquisitions or redemptions of Common the Company’s Capital Stock in connection with the issuance exchange for or exchange out of the Common net cash proceeds of the sale of the Company’s Capital Stock (or securities convertible into or exchangeable for shares of the Company's Common ’s Capital Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan on the date the Company exercises its right to defer the payment of Contract Adjustment Payments or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future, or the redemption or repurchase of any rights pursuant thereto. (f) In the event that the Company elects to defer the payment of Contract Adjustment Payments then, the Company’s subsidiaries shall not be restricted from making payments similar to those specified in 5.03(e) on their respective capital stock.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any subsequent Payment DateDate (an “Extension Period”), but only if not beyond the Company shall give the Holders and the Agent written notice of its election Purchase Contract Settlement Date (or, with respect to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for which (i) an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) an effective Early Settlement has occurred, the date quarterly Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon on such deferred installments of Contract Adjustment Payments at the a rate of 5.75equal to 7.25% per year (computed on the basis of a 360-day year of twelve 30-day months)annum, compounding on each succeeding Payment Date, until such deferred installments are paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred The Company may pay any such deferred Contract Adjustment PaymentsPayments (including Compounded Contract Adjustment Payments thereon) on any scheduled Payment Date. At the end of each Extension Period, including as the same may be extended as provided above, or, in the event of an effective Early Settlement or Fundamental Change Early Settlement, on the date shares of Common Stock are delivered in respect of such Early Settlement or the Fundamental Change Early Settlement Date, as the case may be, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then due in the manner set forth in Section 5.09(a) (in the case of the end of an Extension Period), in the manner set forth in Section 5.06(b) (in the case of an Early Settlement) or in the manner set forth in Section 5.04 (in the case of a Fundamental Change Early Settlement) to the extent such amounts are not deducted from the amount otherwise payable by the Holder in the case of any Early Settlement or any Fundamental Change Early Settlement. In the event of an Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then payable, if any, on the Purchase Contracts being settled early through the Payment Date immediately preceding the applicable Early Settlement Date. In the event of a Fundamental Change Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) due on the Purchase Contracts being settled on the Fundamental Change Early Settlement Date to but excluding such Fundamental Change Early Settlement Date. Upon termination of any Extension Period and the payment of all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) and all accrued and unpaid Contract Adjustment Payments then due, the Company may commence a new Extension Period; provided that such Extension Period, together with all extensions thereof, may not extend beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Fundamental Change Early Settlement Date). Except in the case of an Early Settlement or Fundamental Change Early Settlement, no Contract Adjustment Payments shall be due on and payable during an Extension Period except at the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datethereof. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least five Business Days before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least five Business Days before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not (1) declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect to, any shares of the Company's Common Stock other than’s capital stock (including the Convertible Preferred Stock), (2) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company’s debt securities that rank on parity with, or junior to, the Contract Adjustment Payments, or (3) make any guarantee payments under any guarantee by the Company of securities of any of the Company’s Subsidiaries if the Company’s guarantee ranks on parity with, or junior to, the Contract Adjustment Payments; provided that the foregoing does not apply to: (i) purchases, redemptions or other acquisitions of shares of Common Stock the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors, agents or directors consultants or a stock purchase or dividend reinvestment plan, or the satisfaction by of the Company of its Company’s obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer that the Contract Adjustment PaymentsPayment is deferred requiring the Company to purchase, redeem or acquire its capital stock; (ii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (1) above as a result of a reclassification of the Company's Capital Stock ’s capital stock, or the exchange or conversion of all or a portion of one class or series of the Company's Capital Stock ’s capital stock, for another class or series of the Company's Capital Stock’s capital stock; (iii) the purchase of fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock the Company’s capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (iv) dividends or distributions paid or made in any series of the Company's Common Stock ’s capital stock (or rights to acquire Common Stock) the Company’s capital stock), or repurchases, redemptions or acquisitions or redemptions of Common Stock the Company’s capital stock in connection with the issuance or exchange of the Common Stock Company’s capital stock (or of securities convertible into or exchangeable for shares of the Company's Common Stock); or’s capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (v) redemptions, exchanges or repurchases of of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; (vi) payments on any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case, that rank equal in right of payment with the Contract Adjustment Payments, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; provided that, for avoidance of doubt, the Company shall not make Contract Adjustment Payments in part; or (vii) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity or junior securities.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for (i) which an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) which an effective Early Settlement has occurred, the date Contract Adjustment Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Contract Adjustment Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment PaymentsPayments at a rate equal to 6.50% per annum, if anycompounded on each Contract Adjustment Payment Date to, together with but excluding, the Contract Adjustment Payment Date on which such deferred Contract Adjustment Payments are paid (the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is The Company may pay any such deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred (including Compounded Contract Adjustment Payments are deferred until thereon) on any scheduled Contract Adjustment Payment Date to the Stock Purchase Holder on the related Record Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datesubject to sub-section (c) below. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least one Business Day before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period (other than on the Purchase Contract Settlement Date) or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least one Business Day before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not (1) declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect toto any shares of its capital stock, (2) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company's Common Stock other than’s debt securities ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations, or (3) make any guarantee payments under any guarantee by the Company of securities of any of its subsidiaries in the case of a guarantee ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations; provided that the foregoing does not apply to: (i) purchases, redemptions or other acquisitions of shares of Common Stock the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors, agents or directors consultants or a stock purchase or dividend reinvestment plan, or the satisfaction by of the Company of its Company’s obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer that the Contract Adjustment PaymentsPayment is deferred requiring the Company to purchase, redeem or acquire its capital stock; (ii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (1) above as a result of a reclassification of the Company's Capital Stock ’s capital stock, or the exchange or conversion of all or a portion of one class or series of the Company's Capital Stock ’s capital stock, for another class or series of the Company's Capital Stock’s capital stock; (iii) the purchase of fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock the Company’s capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (iv) dividends or distributions paid or made in any series of the Company's Common Stock ’s capital stock (or rights to acquire Common Stock) the Company’s capital stock), or repurchases, redemptions or acquisitions or redemptions of Common Stock the Company’s capital stock in connection with the issuance or exchange of the Common Stock Company’s capital stock (or of securities convertible into or exchangeable for shares of the Company's Common Stock); or’s capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (v) redemptions, exchanges or repurchases of of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; (vi) payments on the Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case, ranking on a parity with the CAP Obligations, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; provided that, for the avoidance of doubt, the Company will not be permitted under this Agreement to make Contract Adjustment Payments in part; or (vii) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity or junior securities.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Equity Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear additional Contract Adjustment Payments thereon at the rate of 5.75[ ]% per year (computed on the basis of a 360-day year of twelve 12 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until the Stock Purchase Date, each Holder will receive on the Stock Purchase Date in lieu of a cash payment a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Adjustment Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Adjustment Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) the Applicable Market Value. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12. (e) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the Deferred Contract Adjustment Payments have been paid, the Company shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Common Stock other than: (i) purchases, redemptions or acquisitions of shares of Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) ; the purchase of fractional interests of the Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iviii) dividends or distributions in any series of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (viv) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Share Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear accrue additional Contract Adjustment Payments thereon at the rate of 5.75% -% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments Payments, if any, accrued thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Settlement Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Share Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company exercises its option elects to defer the payment of Contract Adjustment Payments then, on the Purchase Contracts until the Share Purchase Date, each Holder will receive on the Share Purchase Date in lieu of a cash payment a number of Common Shares (in addition to a number of Common Shares equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Adjustment Payments have been paidpayable to such Holder (net of any required tax withholding on such Deferred Contract Adjustment Payment, which shall be remitted to the Company shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of appropriate taxing jurisdiction) divided by (B) the Company's Common Stock other than:Applicable Market Value. (id) purchases, redemptions or acquisitions of shares of No fractional Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction Shares will be issued by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future.payment of Deferred Contract Adjustment Payments on the Share

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for (i) which an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) which an effective Early Settlement has occurred, the date quarterly Contract Adjustment Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Contract Adjustment Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment PaymentsPayments at a rate equal to 7.50% per annum, if anycompounded on each Contract Adjustment Payment Date, together with to, but excluding the Contract Adjustment Payment Date on which such deferred installments are paid (the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "“Compounded Contract Adjustment Payments”). The Company may pay any such Deferred Contract Adjustment Payments"). Deferred Payments (including Compounded Contract Adjustment PaymentsPayments thereon) on any scheduled Contract Adjustment Payment Date. At the end of each Extension Period, including as the same may be extended as provided above, or, in the event of an effective Early Settlement or Fundamental Change Early Settlement, on the Early Settlement Date or Fundamental Change Early Settlement Date, as the case may be, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then due in the manner set forth in Section 5.11(a) (in the case of the end of an Extension Period), in the manner set forth in Section 5.08(b) (in the case of an Early Settlement) or in the manner set forth in Section 5.05(b)(ii) (in the case of a Fundamental Change Early Settlement) to the extent such amounts are not deducted from the amount otherwise payable by the Holder in the case of a Cash Settlement, any Early Settlement or any Fundamental Change Early Settlement. In the event of an Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then payable, if any, on the Purchase Contracts being settled early to but excluding the Contract Adjustment Payment Date immediately preceding the applicable Early Settlement Date. In the event of a Fundamental Change Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) due on the Purchase Contracts being settled on the Fundamental Change Early Settlement Date to but excluding such Fundamental Change Early Settlement Date. Upon termination of any Extension Period and the payment of all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) and all accrued and unpaid Contract Adjustment Payments then due, the Company may commence a new Extension Period; provided that such Extension Period, together with all extensions thereof, may not extend beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Fundamental Change Early Settlement Date). Except in the case of an Early Settlement or Fundamental Change Early Settlement, no Contract Adjustment Payments shall be due on and payable during an Extension Period except at the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datethereof. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least one Business Day before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least one Business Day before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not (1) declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect to any shares of capital stock, (2) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of our debt securities that upon our liquidation rank pari passu with, or junior in interest to, the Contract Adjustment Payments, or (3) make any guarantee payments under any guarantee by us of securities of any of our subsidiaries if its guarantee ranks pari passu with, or junior in interest to, the Company's Common Stock other thanContract Adjustment Payments; provided that the foregoing does not apply to: (i) purchasesany repurchase, redemptions redemption or acquisitions other acquisition of shares of Common Stock the Company’s capital stock in connection with (1) any employment contract, benefit Plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors or (2) a dividend reinvestment or stockholder purchase plan; (ii) any issuance of options or other awards in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers officers, directors, consultants or directors or a stock purchase or dividend reinvestment plan, independent contractors or the satisfaction by the Company exercise of its obligations pursuant to any contract such options or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Paymentsother awards; (iiiii) as a result of a reclassification of the Company's Capital Stock or the exchange any exchange, redemption, recapitalization or conversion of one any class or series of the Company's Capital Stock ’s capital stock, or the capital stock of one of the Company’s subsidiaries, for another any other class or series of the Company's Capital Stock’s capital stock, (iv) any exchange, redemption, recapitalization or conversion of any class or series of the Company’s indebtedness for any class or series of the Company’s capital stock; (iiiv) the any purchase of, or payment of cash in lieu of, fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock capital stock or the security securities being converted or exchanged; (ivvi) dividends or distributions in any series declaration of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock a dividend in connection with the issuance of rights, stock or exchange other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; (vii) any dividend in the Common Stock form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to such stock; (viii) any payment of current interest or deferred interest on pari passu securities convertible into during a deferral period that is made pro rata to the amounts due on pari passu securities and Contract Adjustment Payments; (ix) any purchase or exchangeable for repurchase of shares of the Company's Common Stock); or’s capital stock pursuant to contractually binding requirements to buy such capital stock existing prior to the commencement of the deferral period; (vx) redemptions, exchanges or repurchases the payment of any rights outstanding under dividend during an Extension Period within 90 days after the date of declaration thereof, if at the date of declaration no Extension Period was in effect; (xi) any payment of deferred interest or principal on pari passu or junior securities, or dividends or distributions on shares of preferred stock that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu or junior securities or preferred stock; and (xii) the repayment, repurchase or redemption of any security necessary to avoid a shareholder rights plan or breach of the declaration or payment thereunder of a dividend or distribution of or with respect to rights in instrument governing the futuresame.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, at any time prior to the Stock Purchase Date, right to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on any Payment in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date (or, in the event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be), but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer each such deferred Contract Adjustment Payment payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped UnitsHolders, but in any event not less than one Business Day prior to such Record Date. Any If the Company so elects to defer Contract Adjustment Payments so deferred shallPayments, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon on such deferred installments of Contract Adjustment Payments at the a rate of 5.75equal to [ ]% per year (computed on the basis of a 360-day year of twelve 30-day months)annum, compounding on each succeeding Payment Date, until such deferred installments are paid in full (such deferred installments of Contract Adjustment Payments, if any, Payments together with the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred Contract Adjustment PaymentsDEFERRED CONTRACT ADJUSTMENT PAYMENTS"). Deferred Contract Adjustment Payments, if any, Payments shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase DateSection. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment the Purchase Contract Settlement Date prior to (or, in the Stock Purchase event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, then all as the case may be), each Holder will receive on the Purchase Contract Settlement Date, Early Settlement Date or Cash Merger Early Settlement Date, as applicable, the aggregate amount of Deferred Contract Adjustment Payments, if any, shall be payable Payments to the registered Holders as extent such amounts are not deducted from the Stated Amount in the case of the close of business a Cash Settlement, any Early Settlement or any Cash Merger Early Settlement. The Company shall pay such amount on the Record Purchase Contract Settlement Date immediately preceding such Payment (or, in the event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be) in the manner described in Section 5.11(a). (c) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the all Deferred Contract Adjustment Payments have been paid, the Company shall not, and shall not permit any of its subsidiaries to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock or their capital stock; provided that the Company's Common Stock other than: (i) purchases, redemptions subsidiaries will not be restricted from declaring or acquisitions of shares of Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment planpaying such dividends, or the satisfaction by making such distributions, to the Company or any of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) Company's other subsidiaries as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the futureforegoing.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for (i) which an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) which an effective Early Settlement has occurred, the date Contract Adjustment Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Contract Adjustment Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment PaymentsPayments at a rate equal to 7.75% per annum, if anycompounded on each Contract Adjustment Payment Date to, together with but excluding, the Contract Adjustment Payment Date on which such deferred Contract Adjustment Payments are paid (the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is The Company may pay any such deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred (including Compounded Contract Adjustment Payments are deferred until thereon) on any scheduled Contract Adjustment Payment Date to the Stock Purchase Holder on the related Record Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datesubject to sub-section (c) below. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least one Business Day before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period (other than on the Purchase Contract Settlement Date) or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least one Business Day before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not (1) declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect toto any shares of its capital stock, (2) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company's Common Stock other than’s debt securities ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations, or (3) make any guarantee payments under any guarantee by the Company of securities of any of its subsidiaries in the case of a guarantee ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations; provided that the foregoing does not apply to: (i) purchases, redemptions or other acquisitions of shares of Common Stock the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors, agents, consultants or directors independent contractors or a stock purchase or dividend reinvestment plan, or the satisfaction by of the Company of its Company’s obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer that the Contract Adjustment PaymentsPayment is deferred requiring the Company to purchase, redeem or acquire its capital stock; (ii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (1) above as a result of a reclassification of the Company's Capital Stock ’s capital stock, or the exchange or conversion of all or a portion of one class or series of the Company's Capital Stock ’s capital stock, for another class or series of the Company's Capital Stock’s capital stock; (iii) the purchase of fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock the Company’s capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (iv) dividends or distributions paid or made in any series of the Company's Common Stock ’s capital stock (or rights to acquire Common Stock) the Company’s capital stock), or repurchases, redemptions or acquisitions or redemptions of Common Stock the Company’s capital stock in connection with the issuance or exchange of the Common Stock Company’s capital stock (or of securities convertible into or exchangeable for shares of the Company's Common Stock); or’s capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (v) redemptions, exchanges or repurchases of of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; (vi) payments on the Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case, ranking on a parity with the CAP Obligations, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; provided that, for the avoidance of doubt, the Company shall not make Contract Adjustment Payments in part; (vii) purchases of any Notes upon exercise of the Put Right in the event of a Failed Final Remarketing; or (viii) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity or junior securities.

Deferral of Contract Adjustment Payments. (a) The Company shall have Issuer has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any subsequent Payment Date (an Extension Period), but not beyond the Purchase Contract Settlement Date (or, with respect to Purchase Contracts for which an effective Early Settlement or Cash Merger Early Settlement has occurred, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be). Prior to the expiration of any Extension Period, the Issuer may further extend such Extension Period to any subsequent Payment Date, but only if not beyond the Company shall give Purchase Contract Settlement Date (or any applicable Early Settlement Date or Cash Merger Early Settlement Date). If the Holders and the Agent written notice of its election Issuer so elects to defer each such deferred Contract Adjustment Payment (specifying Payments, the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Issuer shall pay additional Contract Adjustment Payments thereon on such deferred installments of Contract Adjustment Payments at a rate equal to the rate of 5.75% percentage per year (computed on annum designated in the basis of a 360-day year of twelve 30-day months)applicable Issuer Order, compounding on each succeeding Payment Date, until such deferred installments are paid in full (such deferred installments of Contract Adjustment Payments, if any, Payments together with the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment PaymentsAt the end of each Extension Period, if anyincluding as the same may be extended as provided above, shall be due or, in the event of an effective Early Settlement or Cash Merger Early Settlement, on the next succeeding Payment Early Settlement Date except to or Cash Merger Early Settlement Date, as the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments case may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Eventbe, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Issuer shall pay all Deferred Contract Adjustment Payments then due in the manner set forth in Section 5.11(a) (in the case of the end of an Extension Period), in the manner set forth in Section 5.7(b) (in the case of an Early Settlement) or in the manner set forth in Section 5.4(b)(ii) (in the case of a Cash Merger Early Settlement) to the extent such amounts are deferred until not deducted from the Stock amount otherwise payable by the Holder in the case of a Cash Settlement, any Early Settlement or any Cash Merger Early Settlement. In the event of an Early Settlement, the Issuer shall pay all Deferred Contract Adjustment Payments due on the Purchase Contracts being settled early through the Payment Date immediately preceding the applicable Early Settlement Date. In the event of a Cash Merger Early Settlement, the Issuer shall pay all payments Deferred Contract Adjustment Payments due on the Purchase Contracts being settled on the Cash Merger Early Settlement Date to but excluding such Cash Merger Early Settlement Date. Upon termination of any Extension Period and the payment of all Deferred Contract Adjustment Payments and all accrued and unpaid Contract Adjustment Payments then due, the Issuer may commence a new Extension Period, provided that such Extension Period, together with all extensions thereof, may not extend beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Cash Merger Early Settlement Date). Except in respect thereof the case of an Early Settlement or Cash Merger Early Settlement, no Contract Adjustment Payments shall be made in cash due and payable during an Extension Period except at the end thereof, except that prior to the end of such Extension Period, the Issuer, at its option, may prepay on any Payment Date all or any portion of the Stock Purchase DateDeferred Contract Adjustment Payments accrued during the then elapsed portion of such Extension Period. (b) In The Issuer shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least five Business Days before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Issuer shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period or its election to pay any portion of the Deferred Contract Adjustment Payments on a payment date prior to the end of an Extension Period, at least five Business Days before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of Deferred Contract Adjustment Payments shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company Issuer exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the all Deferred Contract Adjustment Payments have been paid, the Company Issuer shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock or their capital stock; provided that the CompanyIssuer's Common Stock subsidiaries will not be restricted from declaring or paying such dividends, or making such distributions, to the Issuer or any of the Issuer's other than: subsidiaries as a result of the foregoing. Notwithstanding the foregoing, the Issuer may (i1) purchases, redemptions purchase or acquisitions of shares of Common Stock acquire its capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company it of its obligations under any employee benefit plans or pursuant to any contract or security outstanding on the date the Company exercises first day of any such event requiring it to purchase its right to defer the Contract Adjustment Payments; capital stock; (ii2) as a result of a reclassification of the Company's Capital Stock reclassify its capital stock or the exchange or conversion of convert one class or series of the Company's Capital Stock its capital stock for another class or series of the Company's Capital Stock; its capital stock; (iii3) the purchase of fractional interests in shares of the Common Stock its capital stock pursuant to the conversion or exchange provisions of such Common Stock capital stock or the security being converted or exchanged; ; and (iv4) dividends redeem or distributions in any series of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of repurchase any rights outstanding under pursuant to a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the futureagreement.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for (i) which an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) which an effective Early Settlement has occurred, the date quarterly Contract Adjustment Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Contract Adjustment Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment PaymentsPayments at a rate equal to 8.75% per annum, if anycompounding on each succeeding Contract Adjustment Payment Date, together with until such deferred installments are paid in full (the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "“Compounded Contract Adjustment Payments”). The Company may pay any such Deferred Contract Adjustment Payments"). Deferred Payments (including Compounded Contract Adjustment PaymentsPayments thereon) on any scheduled Contract Adjustment Payment Date. At the end of each Extension Period, including as the same may be extended as provided above, or, in the event of an effective Early Settlement or Fundamental Change Early Settlement, on the Early Settlement Date or Fundamental Change Early Settlement Date, as the case may be, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then due in the manner set forth in Section 5.11(a) (in the case of the end of an Extension Period), in the manner set forth in Section 5.08(b) (in the case of an Early Settlement) or in the manner set forth in Section 5.05(b)(ii) (in the case of a Fundamental Change Early Settlement) to the extent such amounts are not deducted from the amount otherwise payable by the Holder in the case of a Cash Settlement, any Early Settlement or any Fundamental Change Early Settlement. In the event of an Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then payable, if any, on the Purchase Contracts being settled early through the Contract Adjustment Payment Date immediately preceding the applicable Early Settlement Date. In the event of a Fundamental Change Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) due on the Purchase Contracts being settled on the Fundamental Change Early Settlement Date to but excluding such Fundamental Change Early Settlement Date. Upon termination of any Extension Period and the payment of all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) and all accrued and unpaid Contract Adjustment Payments then due, the Company may commence a new Extension Period; provided that such Extension Period, together with all extensions thereof, may not extend beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Fundamental Change Early Settlement Date). Except in the case of an Early Settlement or Fundamental Change Early Settlement, no Contract Adjustment Payments shall be due on and payable during an Extension Period except at the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datethereof. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least five Business Days before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least five Business Days before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect to, any shares of capital stock; provided that the Company's Common Stock other thanforegoing does not apply to: (i) purchasesany repurchase, redemptions redemption or acquisitions other acquisition of shares of Common Stock the Company’s capital stock in connection with (1) any employment contract, benefit plan Plan or other similar arrangement with or for the benefit of any one or more employees, officers officers, directors, consultants or directors independent contractors or (2) a stock purchase or dividend reinvestment or stockholder purchase plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange any exchange, redemption or conversion of one any class or series of the Company's Capital Stock ’s capital stock, or the capital stock of one of the Company’s subsidiaries, for another any other class or series of the Company's Capital Stock’s capital stock, or of any class or series of the Company’s indebtedness for any class or series of the Company’s capital stock; (iii) the any purchase of, or payment of cash in lieu of, fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock capital stock or the security securities being converted or exchanged; (iv) dividends or distributions in any series declaration of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock a dividend in connection with the issuance of rights, stock or exchange other property under any rights plan, or the redemption or repurchase of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock)rights pursuant thereto; orand (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the futureform of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to such stock.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, at any time prior to the Stock Purchase Date, right to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on any Payment in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date, but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer each such deferred Contract Adjustment Payment payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped UnitsSecurities, but in any event not less than one Business Day prior to such Record Date. Any If the Company so elects to defer Contract Adjustment Payments so deferred shallPayments, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon on such deferred installments of Contract Adjustment Payments at the a rate of 5.75equal to o % per year (computed on the basis of a 360-day year of twelve 30-day months)annum, compounding on each succeeding Payment Datequarterly, until such deferred installments are paid in full (such deferred installments of Contract Adjustment Payments, if any, Payments together with the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, Payments shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3Section. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Settlement Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Contract Settlement Date, then all each Holder will receive on the Purchase Contract Settlement Date the aggregate amount of accrued and unpaid Contract Adjustment Payments and Deferred Contract Adjustment Payments, if any, . The Company shall be payable to the registered Holders as of the close of business pay such amounts on the Record Purchase Contract Settlement Date immediately preceding such Payment Datein the manner described in Section 5.02(d). (c) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the all Deferred Contract Adjustment Payments have been paid, the Company shall not, and shall not permit any of its subsidiaries to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock or their capital stock; provided that the Company's Common Stock other than: (i) purchases, redemptions subsidiaries will not be restricted from declaring or acquisitions of shares of Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment planpaying such dividends, or the satisfaction by making such distributions, to the Company or any of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) Company's other subsidiaries as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the futureforegoing.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear additional Contract Adjustment Payments thereon at the rate of 5.75______% per year (computed on the basis of a 360-day year of twelve 12 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Contract Settlement Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, each Holder will receive on the Stock Purchase Date in lieu of a cash payment a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Adjustment Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Adjustment Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) the Applicable Market Value. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12. (e) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the Deferred Contract Adjustment Payments have been paid, the Company shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Common Capital Stock other than: (i) purchases, redemptions or acquisitions of shares of Common Capital Stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase 34 or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Company's Capital Stock pursuant to the conversion or exchange provisions of such Common Capital Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Capital Stock (or rights to acquire Common Capital Stock) or repurchases, acquisitions or redemptions of Common Capital Stock in connection with the issuance or of exchange of any series of the Common Company's Capital Stock (or securities convertible into or exchangeable for shares of the Company's Common Capital Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-self- regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear additional Contract Adjustment Payments thereon at the rate of 5.75__% (Insert sum of Contract Adjustment payment rate and Notes interest rate.) per year (computed on the basis of a 360-360- day year of twelve 12 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the Deferred Contract Adjustment Payments have been paid, the Company shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Common Stock other than: (i) purchases, redemptions or acquisitions of shares of Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Contract Settlement Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred, if less than the entire amount payable) at least ten 10 Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped UnitsSecurities, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear additional Contract Adjustment Payments thereon at the rate of 5.75[ ]% per year (computed on the basis of a 360-day year of twelve 12 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3Section. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Contract Settlement Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, Payments will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Contract Settlement Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Purchase Contract Settlement Date, each Holder will receive on the Purchase Contract Settlement Date in lieu of a cash payment a number of shares of PCS Common Stock (in addition to a number of shares of PCS Common Stock equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Adjustment Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Adjustment Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) the Applicable Market Value. (d) No fractional shares of PCS Common Stock will be issued by the Company with respect to the payment of Deferred Contract Adjustment Payments on the Purchase Contract Settlement Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.10. (e) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the Deferred Contract Adjustment Payments have been paid, the Company shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any series of the Company's PCS Common Stock other than: (i) purchases, redemptions or acquisitions of shares of Common Stock capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital any series of PCS Common Stock or the exchange or conversion of one class or series of the Company's Capital PCS Common Stock for another class or series of the Company's Capital PCS Common Stock; (iii) the purchase of fractional interests in any series of the PCS Common Stock pursuant to the conversion or exchange provisions of such series of PCS Common Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's PCS Common Stock (or rights to acquire Common Stockcapital stock) or repurchases, acquisitions or redemptions of any series of PCS Common Stock in connection with the issuance exchange for or exchange out of the net cash proceeds of the sale of any series of PCS Common Stock (or securities convertible into or exchangeable for shares of the Company's any series of PCS Common Stock); or; (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future.; or

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for (i) which an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) which an effective Early Settlement has occurred, the date Contract Adjustment Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Contract Adjustment Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment PaymentsPayments at a rate equal to 5.25% per annum, if anycompounded on each Contract Adjustment Payment Date to, together with but excluding, the Contract Adjustment Payment Date on which such deferred Contract Adjustment Payments are paid (the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is The Company may pay any such deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred (including Compounded Contract Adjustment Payments are deferred until thereon) on any scheduled Contract Adjustment Payment Date to the Stock Purchase Holder on the related Record Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datesubject to sub-section (c) below. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least one Business Day before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period (other than on the Purchase Contract Settlement Date) or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least one Business Day before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not (1) declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect toto any shares of its capital stock, (2) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company's Common Stock other than’s debt securities ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations, or (3) make any guarantee payments under any guarantee by the Company of securities of any of its subsidiaries in the case of a guarantee ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations; provided that the foregoing does not apply to: (i) purchases, redemptions or other acquisitions of shares of Common Stock the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors, agents or directors consultants or a stock purchase or dividend reinvestment plan, or the satisfaction by of the Company of its Company’s obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer that the Contract Adjustment PaymentsPayment is deferred requiring the Company to purchase, redeem or acquire its capital stock; (ii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (1) above as a result of a reclassification of the Company's Capital Stock ’s capital stock, or the exchange or conversion of all or a portion of one class or series of the Company's Capital Stock ’s capital stock, for another class or series of the Company's Capital Stock’s capital stock; (iii) the purchase of fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock the Company’s capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (iv) dividends or distributions paid or made in any series of the Company's Common Stock ’s capital stock (or rights to acquire Common Stock) the Company’s capital stock), or repurchases, redemptions or acquisitions or redemptions of Common Stock the Company’s capital stock in exchange for the Company’s capital stock and distributions in connection with the issuance or exchange settlement of stock purchase contracts outstanding on the Common Stock (or securities convertible into or exchangeable for shares of date that the Company's Common Stock); orContract Adjustment Payment is deferred; (v) redemptions, exchanges or repurchases of of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; (vi) payments on the Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case, ranking on a parity with the CAP Obligations, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; provided that, for the avoidance of doubt, the Company shall not make Contract Adjustment Payments in part; (vii) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity or junior securities; or (viii) any derivative transaction entered into to effect any transaction permitted pursuant to clauses (i) through (vii) above.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for (i) which an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) which an effective Early Settlement has occurred, the date Contract Adjustment Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Contract Adjustment Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment PaymentsPayments at a rate equal to 6.25% per annum, if anycompounded on each Contract Adjustment Payment Date to, together with but excluding, the Contract Adjustment Payment Date on which such deferred Contract Adjustment Payments are paid (the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred The Company may pay any such deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on any scheduled Contract Adjustment Payment Date to the Holder on the related Record Date, subject to sub-section (c) below. (a) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be due on at least one Business Day before the next succeeding earlier of (i) the Record Date for the Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No on which Contract Adjustment Payments may be deferred would have been payable except for the election to a begin or extend the Extension Period or (ii) the date that the Purchase Contract Agent is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward required to give notice to any securities exchange or to Holders of Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase such Record Date or such Payment Date. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of the payment end of an Extension Period (other than on the Purchase Contract Settlement Date) or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Dateend of an Extension Period, then all Deferred Contract Adjustment Payments, if any, shall be payable to at least one Business Day before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not (1) declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect toto any shares of its capital stock, (2) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company's Common Stock other than’s debt securities ranking equally with the CAP Obligations or ranking junior to the CAP Obligations, or (3) make any guarantee payments under any guarantee by the Company of securities of any of its subsidiaries in the case of a guarantee ranking equally with the CAP Obligations or ranking junior to the CAP Obligations; provided that the foregoing does not apply to: (i) purchases, redemptions or other acquisitions of shares of Common Stock the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors, agents or directors consultants or a stock purchase or dividend reinvestment plan, or the satisfaction by of the Company of its Company’s obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer that the Contract Adjustment PaymentsPayment is deferred requiring the Company to purchase, redeem or acquire its capital stock; (ii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (1) above as a result of a reclassification of the Company's Capital Stock ’s capital stock, or the exchange or conversion of all or a portion of one class or series of the Company's Capital Stock ’s capital stock, for another class or series of the Company's Capital Stock’s capital stock; (iii) the purchase of fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock the Company’s capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (iv) dividends or distributions paid or made in any series of the Company's Common Stock ’s capital stock (or rights to acquire Common Stock) the Company’s capital stock), or repurchases, redemptions or acquisitions or redemptions of Common Stock the Company’s capital stock in exchange for the Company’s capital stock and distributions in connection with the issuance or exchange settlement of stock purchase contracts outstanding on the Common Stock (or securities convertible into or exchangeable for shares of date that the Company's Common Stock); orContract Adjustment Payment is deferred; (v) redemptions, exchanges or repurchases of of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; (vi) payments on any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case, ranking equally with the CAP Obligations, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; provided that, for the avoidance of doubt, the Company shall not make Contract Adjustment Payments in part; or (vii) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity or junior securities.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, at any time prior to the Stock Purchase Date, right to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on any Payment in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date (or, in the event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be), but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer each such deferred Contract Adjustment Payment payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped UnitsHolders, but in any event not less than one Business Day prior to such Record Date. Any If the Company so elects to defer Contract Adjustment Payments so deferred shallPayments, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon on such deferred installments of Contract Adjustment Payments at the a rate of 5.75equal to 7.00% per year (computed on the basis of a 360-day year of twelve 30-day months)annum, compounding on each succeeding Payment Date, until such deferred installments are paid in full (such deferred installments of Contract Adjustment Payments, if any, Payments together with the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred Contract Adjustment PaymentsDEFERRED CONTRACT ADJUSTMENT PAYMENTS"). Deferred Contract Adjustment Payments, if any, Payments shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase DateSection. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment the Purchase Contract Settlement Date prior to (or, in the Stock Purchase event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, then all as the case may be), each Holder will receive on the Purchase Contract Settlement Date, Early Settlement Date or Cash Merger Early Settlement Date, as applicable, the aggregate amount of Deferred Contract Adjustment Payments, if any, shall be payable Payments to the registered Holders as extent such amounts are not deducted from the Stated Amount in the case of the close of business a Cash Settlement, any Early Settlement or any Cash Merger Early Settlement. The Company shall pay such amount on the Record Purchase Contract Settlement Date immediately preceding such Payment (or, in the event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be) in the manner described in Section 5.11(a). (c) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the all Deferred Contract Adjustment Payments have been paid, the Company shall not, and shall not permit any of its subsidiaries to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock or their capital stock; provided that the Company's Common Stock other than: (i) purchases, redemptions subsidiaries will not be restricted from declaring or acquisitions of shares of Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment planpaying such dividends, or the satisfaction by making such distributions, to the Company or any of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) Company's other subsidiaries as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the futureforegoing.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any subsequent Payment DateDate (an “Extension Period”), but only if not beyond the Company shall give the Holders and the Agent written notice of its election Purchase Contract Settlement Date (or, with respect to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for which (i) an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) an effective Early Settlement has occurred, the date Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon on such deferred installments of Contract Adjustment Payments at the annual rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months)then in effect for Contract Adjustment Payments, compounding on each succeeding Payment Date, until to, but excluding, the date such deferred installments are paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred The Company may pay any such deferred Contract Adjustment PaymentsPayments (including Compounded Contract Adjustment Payments thereon) on any scheduled Payment Date. At the end of each Extension Period, including as the same may be extended as provided above, or, in the event of an effective Early Settlement or Fundamental Change Early Settlement, on the date shares of Common Stock are delivered in respect of such Early Settlement or the Fundamental Change Early Settlement Date, as the case may be, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then due in the manner set forth in Section 5.09(a) (in the case of the end of an Extension Period), in the manner set forth in Section 5.06(b) (in the case of an Early Settlement) or in the manner set forth in Section 5.04 (in the case of a Fundamental Change Early Settlement) to the extent such amounts are not deducted from the amount otherwise payable by the Holder in the case of any Early Settlement or any Fundamental Change Early Settlement. In the event of an Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then payable, if any, on the Purchase Contracts being settled early through the Payment Date immediately preceding the applicable Early Settlement Date. In the event of a Fundamental Change Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) due on the Purchase Contracts being settled on the Fundamental Change Early Settlement Date to, but excluding, such Fundamental Change Early Settlement Date. Upon termination of any Extension Period and the payment of all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) and all accrued and unpaid Contract Adjustment Payments then due, the Company may commence a new Extension Period; provided that such Extension Period, together with all extensions thereof, may not extend beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Fundamental Change Early Settlement Date). Except in the case of an Early Settlement or Fundamental Change Early Settlement, no Contract Adjustment Payments shall be due on and payable during an Extension Period except at the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datethereof. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least five Business Days before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least five Business Days before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect to, any shares of the Company's Common ’s capital stock (including the Convertible Preferred Stock other thanand Series B Preferred Stock); provided that the foregoing does not apply to: (i) purchases, redemptions or other acquisitions of shares of Common Stock the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors, agents or directors consultants or a stock purchase or dividend reinvestment plan, or the satisfaction by of the Company of its Company’s obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer that the Contract Adjustment PaymentsPayment is deferred requiring the Company to purchase, redeem or acquire its capital stock; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange any exchange, redemption or conversion of one any class or series of the Company's Capital Stock ’s capital stock, or the capital stock of one of the Company’s Subsidiaries, for another any other class or series of the Company's Capital Stock’s capital stock; (iii) the any purchase of, or payment of Cash in lieu of, fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock capital stock or the security securities being converted or exchanged; (iv) dividends any dividend or distributions distribution in any series the form of stock, warrants, options or other rights where the Company's Common Stock (dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); orsuch stock; (v) redemptions, exchanges or repurchases of of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; (vi) payments on any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case, that rank equal in right of payment with the Contract Adjustment Payments, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; (vii) delivery of Series B Preferred Stock and (if applicable) Common Stock, and/or payment of cash in lieu of any fractional share of Common Stock, in each case, upon conversion of the Convertible Preferred Stock; (viii) payments on the Convertible Preferred Stock or the Series B Preferred Stock (if any), in each case so long as the amount of payments made on account of such Convertible Preferred Stock or Series B Preferred Stock (if any) and the Purchase Contracts is paid on all such Convertible Preferred Stock or Series B Preferred Stock (if any) and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each such Convertible Preferred Stock, Series B Preferred Stock or Purchase Contract is then entitled if paid in full; and (ix) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity or junior securities.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any subsequent Payment Date (an "Extension Period"), but not beyond the Purchase Contract Settlement Date (or, with respect to Purchase Contracts for which an effective Early Settlement or Cash Merger Early Settlement has occurred, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be). Prior to the expiration of any Extension Period, the Company may further extend such Extension Period to any subsequent Payment Date, but only if not beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Cash Merger Early Settlement Date). If the Company so elects to defer Contract Adjustment Payments, the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear pay additional Contract Adjustment Payments thereon on such deferred installments of Contract Adjustment Payments at the a rate of 5.75equal to [__]% per year (computed on the basis of a 360-day year of twelve 30-day months)annum, compounding on each succeeding Payment Date, until such deferred installments are paid in full (such deferred installments of Contract Adjustment Payments, if any, Payments together with the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment PaymentsAt the end of each Extension Period, if anyincluding as the same may be extended as provided above, shall be due or, in the event of an effective Early Settlement or Cash Merger Early Settlement, on the next succeeding Payment Early Settlement Date except to or Cash Merger Early Settlement Date, as the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments case may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Eventbe, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Company shall pay all Deferred Contract Adjustment Payments then due in the manner set forth in Section 5.11(a) (in the case of the end of an Extension Period), in the manner set forth in Section 5.07(b) (in the case of an Early Settlement) or in the manner set forth in Section 5.04(b)(2) (in the case of a Cash Merger Early Settlement) to the extent such amounts are deferred until not deducted from the Stock amount otherwise payable by the Holder in the case of a Cash Settlement, any Early Settlement or any Cash Merger Early Settlement. In the event of an Early Settlement, the Company shall pay all Deferred Contract Adjustment Payments due on the Purchase Contracts being settled early through the Payment Date immediately preceding the applicable Early Settlement Date. In the event of a Cash Merger Early Settlement, the Company shall pay all payments Deferred Contract Adjustment Payments due on the Purchase Contracts being settled on the Cash Merger Early Settlement Date to but excluding such Cash Merger Early Settlement Date. Upon termination of any Extension Period and the payment of all Deferred Contract Adjustment Payments and all accrued and unpaid Contract Adjustment Payments then due, the Company may commence a new Extension Period, provided that such Extension Period, together with all extensions thereof, may not extend beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Cash Merger Early Settlement Date). Except in respect thereof the case of an Early Settlement or Cash Merger Early Settlement, no Contract Adjustment Payments shall be made in cash due and payable during an Extension Period except at the end thereof, except that prior to the end of such Extension Period, the Company, at its option, may prepay on any Payment Date all or any portion of the Stock Purchase DateDeferred Contract Adjustment Payments accrued during the then elapsed portion of such Extension Period. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least five Business Days before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period or its election to pay any portion of the Deferred Contract Adjustment Payments on a payment date prior to the end of an Extension Period, at least five Business Days before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of Deferred Contract Adjustment Payments shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the all Deferred Contract Adjustment Payments have been paid, the Company shall not, and shall not permit any of its subsidiaries to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock or their capital stock; provided that the Company's Common Stock other than: (i) purchases, redemptions subsidiaries will not be restricted from declaring or acquisitions of shares of Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment planpaying such dividends, or the satisfaction by making such distributions, to the Company or any of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) Company's other subsidiaries as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the futureforegoing.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for (i) which an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) which an effective Early Settlement has occurred, the date Contract Adjustment Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Contract Adjustment Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment PaymentsPayments at a rate equal to 6.00% per annum, if anycompounded on each Contract Adjustment Payment Date to, together with but excluding, the Contract Adjustment Payment Date on which such deferred Contract Adjustment Payments are paid (the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is The Company may pay any such deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred (including Compounded Contract Adjustment Payments are deferred until thereon) on any scheduled Contract Adjustment Payment Date to the Stock Purchase Holder on the related Record Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datesubject to sub-section (c) below. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least one Business Day before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period (other than on the Purchase Contract Settlement Date) or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least one Business Day before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not (1) declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect toto any shares of its capital stock, (2) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company's Common Stock other than’s debt securities ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations, or (3) make any guarantee payments under any guarantee by the Company of securities of any of its subsidiaries in the case of a guarantee ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations; provided that the foregoing does not apply to: (i) purchases, redemptions or other acquisitions of shares of Common Stock the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors, agents or directors consultants or a stock purchase or dividend reinvestment plan, or the satisfaction by of the Company of its Company’s obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer that the Contract Adjustment PaymentsPayment is deferred requiring the Company to purchase, redeem or acquire its capital stock; (ii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (1) above as a result of a reclassification of the Company's Capital Stock ’s capital stock, or the exchange or conversion of all or a portion of one class or series of the Company's Capital Stock ’s capital stock, for another class or series of the Company's Capital Stock’s capital stock; (iii) the purchase of fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock the Company’s capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (iv) dividends or distributions paid or made in any series of the Company's Common Stock ’s capital stock (or rights to acquire Common Stock) the Company’s capital stock), or repurchases, redemptions or acquisitions or redemptions of Common Stock the Company’s capital stock in connection with the issuance or exchange of the Common Stock Company’s capital stock (or of securities convertible into or exchangeable for shares of the Company's Common Stock); or’s capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (v) redemptions, exchanges or repurchases of of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; (vi) payments on the Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case, ranking on a parity with the CAP Obligations, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; provided that, for the avoidance of doubt, the Company will not be permitted under this Agreement to make Contract Adjustment Payments in part; or (vii) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity or junior securities.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear accrue additional Contract Adjustment Payments thereon at the rate of 5.7510.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments Payments, if any, accrued thereon, being referred to herein as the "“Deferred Contract Adjustment Payments"”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Settlement Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination EventEvent or Early Settlement, the Holder's right to receive Contract Adjustment Payments, if any, and any Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, each Holder will receive on the Stock Purchase Date a cash payment equal to the aggregate amount of Deferred Contract Adjustment Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Adjustment Payment, which shall be remitted to the appropriate taxing jurisdiction). (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the date on which the Deferred Contract Adjustment Payments have been paid, the Company shall not, and will not permit any subsidiary of the Company to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Common Stock Ordinary Shares other than: (i) purchasesrepurchases, redemptions or acquisitions of shares Ordinary Shares of Common Stock the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or officers, directors or agents or a stock share purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the payment of Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Company's Capital Stock pursuant to the conversion or exchange provisions of such Common Capital Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Capital Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Capital Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan on the date the Company exercises its right to defer the payment of Contract Adjustment Payments or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future, or the redemption or repurchase of any rights pursuant thereto.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any subsequent Payment Date (an “Extension Period”), but not beyond the Purchase Contract Settlement Date (or, with respect to Purchase Contracts for which an effective Early Settlement or Merger Early Settlement has occurred, the Early Settlement Date or Merger Early Settlement Date, as the case may be). Prior to the expiration of any Extension Period, the Company may further extend such Extension Period to any subsequent Payment Date, but only if not beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Merger Early Settlement Date). If the Company so elects to defer Contract Adjustment Payments, the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear pay additional Contract Adjustment Payments thereon on such deferred installments of Contract Adjustment Payments at the a rate of 5.75equal to 7.0% per year (computed on the basis of a 360-day year of twelve 30-day months)annum, compounding on each succeeding Payment Date, until such deferred installments are paid in full (such deferred installments of Contract Adjustment Payments, if any, Payments together with the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "“Deferred Contract Adjustment Payments"”). Deferred Contract Adjustment PaymentsAt the end of each Extension Period, if anyincluding as the same may be extended as provided above, shall be due or, in the event of an effective Early Settlement or Merger Early Settlement, on the next succeeding Payment Early Settlement Date except to or Merger Early Settlement Date, as the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments case may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Eventbe, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Company shall pay all Deferred Contract Adjustment Payments then due in the manner set forth in Section 5.10(a) (in the case of the end of an Extension Period), in the manner set forth in Section 5.07(b) (in the case of an Early Settlement) or in the manner set forth in Section 5.04(b)(ii) (in the case of a Merger Early Settlement) to the extent such amounts are deferred until not deducted from the Stock amount otherwise payable by the Holder in the case of a Cash Settlement, any Early Settlement or any Merger Early Settlement. In the event of an Early Settlement, the Company shall pay all Deferred Contract Adjustment Payments due on the Purchase Contracts being settled early through the Payment Date immediately preceding the applicable Early Settlement Date. In the event of a Merger Early Settlement, the Company shall pay all payments Deferred Contract Adjustment Payments due on the Purchase Contracts being settled on the Merger Early Settlement Date to but excluding such Merger Early Settlement Date. Upon termination of any Extension Period and the payment of all Deferred Contract Adjustment Payments and all accrued and unpaid Contract Adjustment Payments then due, the Company may commence a new Extension Period, provided that such Extension Period, together with all extensions thereof, may not extend beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Merger Early Settlement Date). Except in respect thereof the case of an Early Settlement or Merger Early Settlement, no Contract Adjustment Payments shall be made in cash due and payable during an Extension Period except at the end thereof, except that prior to the end of such Extension Period, the Company, at its option, may prepay on any Payment Date all or any portion of the Stock Purchase DateDeferred Contract Adjustment Payments accrued during the then elapsed portion of such Extension Period. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least five Business Days before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period or its election to pay any portion of the Deferred Contract Adjustment Payments on a payment date prior to the end of an Extension Period, at least five Business Days before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of Deferred Contract Adjustment Payments shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the all Deferred Contract Adjustment Payments have been paid, the Company shall not, and shall not permit any of its subsidiaries to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock or their capital stock or make guarantee payments with respect to the Company's Common Stock other than: foregoing; provided that, (i) purchases, redemptions the Company will not be restricted from paying or acquisitions distributing shares of Common Stock on the outstanding shares of Common Stock in connection per share amounts and at such times as is consistent with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; Company’s past practice and (ii) the Company’s subsidiaries will not be restricted from declaring or paying any dividends, or making any distributions, to the Company or any of the Company’s other subsidiaries as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the futureforegoing.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear additional Contract Adjustment Payments thereon at the rate of 5.755.25% per year (computed on the basis of a 360-day year of twelve 12 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, each Holder will receive on the Stock Purchase Date in lieu of a cash payment a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Adjustment Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Adjustment Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) the Applicable Market Value. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12. (e) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the Deferred Contract Adjustment Payments have been paid, the Company shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Common Stock other than: (i) purchases, redemptions or acquisitions of shares of Common Stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Common Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Common Stock; (iii) the purchase of fractional interests of the Company's Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of any series of the Company's Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) or redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for (i) which an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) which an effective Early Settlement has occurred, the date Contract Adjustment Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Contract Adjustment Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment PaymentsPayments at a rate equal to 8.75% per annum, if anycompounded on each Contract Adjustment Payment Date to, together with but excluding, the Contract Adjustment Payment Date on which such deferred Contract Adjustment Payments are paid (the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is The Company may pay any such deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred (including Compounded Contract Adjustment Payments are deferred until thereon) on any scheduled Contract Adjustment Payment Date to the Stock Purchase Holder on the related Record Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datesubject to sub-section (c) below. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least one Business Day before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period (other than on the Purchase Contract Settlement Date) or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least one Business Day before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not (1) declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect toto any shares of its capital stock, (2) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company's Common Stock other than’s debt securities ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations, or (3) make any guarantee payments under any guarantee by the Company of securities of any of its subsidiaries in the case of a guarantee ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations; provided that the foregoing does not apply to: (i) purchases, redemptions or other acquisitions of shares of Common Stock the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors, agents, consultants or directors independent contractors or a stock purchase or dividend reinvestment plan, or the satisfaction by of the Company of its Company’s obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer that the Contract Adjustment PaymentsPayment is deferred requiring the Company to purchase, redeem or acquire its capital stock; (ii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (1) above as a result of a reclassification of the Company's Capital Stock ’s capital stock, or the exchange or conversion of all or a portion of one class or series of the Company's Capital Stock ’s capital stock, for another class or series of the Company's Capital Stock’s capital stock; (iii) the purchase of fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock the Company’s capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (iv) dividends or distributions paid or made in any series of the Company's Common Stock ’s capital stock (or rights to acquire Common Stock) the Company’s capital stock), or repurchases, redemptions or acquisitions or redemptions of Common Stock the Company’s capital stock in connection with the issuance or exchange of the Common Stock Company’s capital stock (or of securities convertible into or exchangeable for shares of the Company's Common Stock); or’s capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (v) redemptions, exchanges or repurchases of of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; (vi) payments on the Notes, the 2018 Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case, ranking on a parity with the CAP Obligations, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; provided that, for the avoidance of doubt, the Company shall not make Contract Adjustment Payments in part; (vii) purchases of any Notes upon exercise of the Put Right or purchases of any 2018 Notes upon exercise of the “Put Right” (as defined in the First Supplemental Indenture); or (viii) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity or junior securities.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, at any time prior to the Stock Purchase Date, right to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on any Payment in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date (or, in the event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be), but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer each such deferred Contract Adjustment Payment payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped UnitsHolders, but in any event not less than one Business Day prior to such Record Date. Any If the Company so elects to defer Contract Adjustment Payments so deferred shallPayments, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon on such deferred installments of Contract Adjustment Payments at the a rate of 5.75% equal to [C]% per year (computed on the basis of a 360-day year of twelve 30-day months)annum, compounding on each succeeding Payment Date, until such deferred installments are paid in full (such deferred installments of Contract Adjustment Payments, if any, Payments together with the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred Contract Adjustment PaymentsDEFERRED CONTRACT ADJUSTMENT PAYMENTS"). Deferred Contract Adjustment Payments, if any, Payments shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase DateSection. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts Contract s until a Payment the Purchase Contract Settlement Date prior to (or, in the Stock Purchase event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, then all as the case may be), each Holder will receive on the Purchase Contract Settlement Date, Early Settlement Date or Cash Merger Early Settlement Date, as applicable, the aggregate amount of Deferred Contract Adjustment Payments, if any, shall be payable Payments to the registered Holders as extent such amounts are not deducted from the Settlement Price in the case of the close of business a Cash Settlement, any Early Settlement or any Cash Merger Early Settlement. The Company shall pay such amount on the Record Purchase Contract Settlement Date immediately preceding such Payment (or, in the event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be) in the manner described in Section ?. (c) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the all Deferred Contract Adjustment Payments have been paid, the Company shall not, and shall not permit any of its subsidiaries to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock or their capital stock; provided that the Company's Common Stock other than: (i) purchases, redemptions subsidiaries will not be restricted from declaring or acquisitions of shares of Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment planpaying such dividends, or the satisfaction by making such distributions, to the Company or any of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) Company's other subsidiaries as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the futureforegoing.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any subsequent Payment DateDate (an “Extension Period”), but only if not beyond the Company shall give the Holders and the Agent written notice of its election Purchase Contract Settlement Date (or, with respect to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for which (i) an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) an effective Early Settlement has occurred, the Payment Date immediately preceding the Early Settlement Date) (such latest date through which the Extension Period may extend, the “Extension Period Cutoff Date”) . Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Payment Date, but not beyond the Record Date or Payment Date with respect applicable Extension Period Cutoff Date. If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon on such deferred installments of Contract Adjustment Payments at the annual rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months)7.25%, compounding on each succeeding Payment Date, until to, but excluding, the date such deferred installments are paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the accrued additional Contract Adjustment Payments accrued thereon, thereon being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred The Company may pay any such deferred Contract Adjustment PaymentsPayments (including Compounded Contract Adjustment Payments thereon) on any scheduled Payment Date (or, if such Payment Date is not a Business Day, the next Business Day). At the end of each Extension Period, including as the same may be extended as provided above, or, in the event of an effective Early Settlement or Fundamental Change Early Settlement, on the date shares of Common Stock are delivered in respect of such Early Settlement or the Fundamental Change Early Settlement Date, as the case may be, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then due in the manner set forth in Section 5.09(a) (in the case of the end of an Extension Period), in the manner set forth in Section 5.06(b) (in the case of an Early Settlement) or in the manner set forth in Section 5.04 (in the case of a Fundamental Change Early Settlement) to the extent such amounts are not deducted from the amount otherwise payable by the Holder in the case of any Early Settlement or any Fundamental Change Early Settlement. In the event of an Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then payable, if any, on the Purchase Contracts being settled early through the Payment Date immediately preceding the applicable Early Settlement Date. In the event of a Fundamental Change Early Settlement, the Company shall be pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) due on the next succeeding Payment Purchase Contracts being settled on the Fundamental Change Early Settlement Date except to to, but excluding, such Fundamental Change Early Settlement Date. Upon termination of any Extension Period and the extent that payment is of all deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred (including Compounded Contract Adjustment Payments are deferred until thereon) and all accrued and unpaid Contract Adjustment Payments then due, the Stock Purchase DateCompany may commence a new Extension Period; provided that such Extension Period, together with all payments in respect thereof shall be made in cash on extensions thereof, may not extend beyond the Stock Purchase applicable Extension Period Cutoff Date. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least five Business Days before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least five Business Days before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect to, any shares of the Company's Common ’s capital stock (including the Convertible Preferred Stock other thanand Series B Preferred Stock); provided that the foregoing does not apply to: (i) purchases, redemptions or other acquisitions of shares of Common Stock the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers officers, directors, agents or directors consultants (including, for the avoidance of doubt, the forfeiture of unvested shares of restricted stock, or any withholdings (including withholdings effected by a repurchase or similar transaction), or other surrender, of capital stock that would otherwise be deliverable upon exercise, delivery or vesting of equity awards under any such contract, plan or arrangement, in each case whether for payment of applicable taxes or the exercise price, or otherwise) or a stock purchase or dividend reinvestment plan, or the satisfaction by of the Company of its Company’s obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer that the Contract Adjustment PaymentsPayment is deferred requiring the Company to purchase, redeem or acquire its capital stock; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange any exchange, redemption or conversion of one any class or series of the Company's Capital Stock ’s capital stock, or the capital stock of one of the Company’s Subsidiaries, for another any other class or series of the Company's Capital Stock’s capital stock; (iii) the any purchase of, or payment of cash in lieu of, fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock capital stock or the security securities being converted or exchangedexchanged or pursuant to the exercise of any other right to acquire the Company’s capital stock; (iv) dividends any dividend or distributions distribution in any series the form of the Company's Common Stock stock (or payment of cash in lieu of any fractional interests in shares of such stock), warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same class of stock as that on which the dividend is being paid or ranks equally with or junior to acquire Common Stock) such class of stock (including, for the avoidance of doubt, the declaration and payment of any dividends on the Convertible Preferred Stock or repurchases, acquisitions or redemptions of Common the Series B Preferred Stock in connection with the issuance or exchange shares of the Common Stock (or securities convertible into or exchangeable for shares together with cash in lieu of any fractional share of the Company's Common Stock); or; (v) redemptions, exchanges or repurchases of of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; (vi) payments on any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case, that rank equal in right of payment with the Contract Adjustment Payments, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; (vii) delivery of Series B Preferred Stock and (if applicable) Common Stock, and/or payment of cash in lieu of any fractional share of Common Stock, in each case, upon conversion of the Convertible Preferred Stock; (viii) the settlement of any convertible note hedge transactions or capped call transactions entered into in connection with the issuance, by the Company or any of the Company’s Subsidiaries, of any debt securities that are convertible into, or exchangeable for, the Common Stock (or into or for any combination of cash and the Common Stock based on the value of the Common Stock), provided such convertible note hedge transactions or capped call transactions, as applicable, are on customary terms and were entered into before the date that the relevant Contract Adjustment Payment is deferred; (ix) payments on the Convertible Preferred Stock or the Series B Preferred Stock (if any), in each case so long as the amount of payments made on account of such Convertible Preferred Stock or Series B Preferred Stock (if any) and the Purchase Contracts is paid on all such Convertible Preferred Stock or Series B Preferred Stock (if any) and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each such Convertible Preferred Stock, Series B Preferred Stock or Purchase Contract is then entitled if paid in full; and (x) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity or junior securities.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for (i) which an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) which an effective Early Settlement has occurred, the date Contract Adjustment Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Contract Adjustment Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment PaymentsPayments at a rate equal to 6.75% per annum, if anycompounded on each Contract Adjustment Payment Date to, together with but excluding, the Contract Adjustment Payment Date on which such deferred Contract Adjustment Payments are paid (the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is The Company may pay any such deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred (including Compounded Contract Adjustment Payments are deferred until thereon) on any scheduled Contract Adjustment Payment Date to the Stock Purchase Holder on the related Record Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datesubject to sub-section (c) below. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least one Business Day before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period (other than on the Purchase Contract Settlement Date) or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least one Business Day before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not (1) declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect toto any shares of its capital stock, (2) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company's Common Stock other than’s debt securities ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations, or (3) make any guarantee payments under any guarantee by the Company of securities of any of its subsidiaries in the case of a guarantee ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations; provided that the foregoing does not apply to: (i) purchases, redemptions or other acquisitions of shares of Common Stock the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors, agents or directors consultants or a stock purchase or dividend reinvestment plan, or the satisfaction by of the Company of its Company’s obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer that the Contract Adjustment PaymentsPayment is deferred requiring the Company to purchase, redeem or acquire its capital stock; (ii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (1) above as a result of a reclassification of the Company's Capital Stock ’s capital stock, or the exchange or conversion of all or a portion of one class or series of the Company's Capital Stock ’s capital stock, for another class or series of the Company's Capital Stock’s capital stock; (iii) the purchase of fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock the Company’s capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (iv) dividends or distributions paid or made in any series of the Company's Common Stock ’s capital stock (or rights to acquire Common Stock) the Company’s capital stock), or repurchases, redemptions or acquisitions or redemptions of Common Stock the Company’s capital stock in connection with the issuance or exchange of the Common Stock Company’s capital stock (or of securities convertible into or exchangeable for shares of the Company's Common Stock); or’s capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (v) redemptions, exchanges or repurchases of of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; (vi) payments on the Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case, ranking on a parity with the CAP Obligations, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; provided that, for the avoidance of doubt, the Company shall not make Contract Adjustment Payments in part; or (vii) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity or junior securities.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to 39 the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear additional Contract Adjustment Payments thereon at the rate of 5.756.50% per year (computed on the basis of a 360-day year of twelve 12 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Contract Settlement Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, each Holder will receive on the Stock Purchase Date in lieu of a cash payment a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Adjustment Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Adjustment Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) the Applicable Market Value. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12. (e) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the Deferred Contract Adjustment Payments have been paid, the Company shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Common Capital Stock other than: (i) purchases, redemptions or acquisitions of shares of Common Capital Stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Company's Capital Stock pursuant to the conversion or exchange provisions of such Common Capital Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Capital Stock (or rights to acquire Common Capital Stock) or repurchases, acquisitions or redemptions of Common Capital Stock in connection with the issuance or of exchange of any series of the Common Company's Capital Stock (or securities convertible into or exchangeable for shares of the Company's Common Capital Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for (i) which an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) which an effective Early Settlement has occurred, the date Contract Adjustment Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Contract Adjustment Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment PaymentsPayments at a rate equal to 7.5% per annum, if anycompounded on each Contract Adjustment Payment Date to, together with but excluding, the Contract Adjustment Payment Date on which such deferred Contract Adjustment Payments are paid (the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is The Company may pay any such deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred (including Compounded Contract Adjustment Payments are deferred until thereon) on any scheduled Contract Adjustment Payment Date to the Stock Purchase Holder on the related Record Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datesubject to sub-section (c) below. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least one Business Day before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period (other than on the Purchase Contract Settlement Date) or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least one Business Day before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not (1) declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect toto any shares of its capital stock, (2) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company's Common Stock other than’s debt securities ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations, or (3) make any guarantee payments under any guarantee by the Company of securities of any of its subsidiaries in the case of a guarantee ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations; provided that the foregoing does not apply to: (i) purchases, redemptions or other acquisitions of shares of Common Stock the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors, agents or directors consultants or a stock purchase or dividend reinvestment plan, or the satisfaction by of the Company of its Company’s obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer that the Contract Adjustment PaymentsPayment is deferred requiring the Company to purchase, redeem or acquire its capital stock; (ii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (1) above as a result of a reclassification of the Company's Capital Stock ’s capital stock, or the exchange or conversion of all or a portion of one class or series of the Company's Capital Stock ’s capital stock, for another class or series of the Company's Capital Stock’s capital stock; (iii) the purchase of fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock the Company’s capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (iv) dividends or distributions paid or made in any series of the Company's Common Stock ’s capital stock (or rights to acquire Common Stock) the Company’s capital stock), or repurchases, redemptions or acquisitions or redemptions of Common Stock the Company’s capital stock in connection with the issuance or exchange of the Common Stock Company’s capital stock (or of securities convertible into or exchangeable for shares of the Company's Common Stock); or’s capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (v) redemptions, exchanges or repurchases of of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; (vi) payments on any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case, ranking on a parity with the CAP Obligations, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; provided that, for the avoidance of doubt, the Company shall not make Contract Adjustment Payments in part; or (vii) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity or junior securities.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for (i) which an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) which an effective Early Settlement has occurred, the date quarterly Contract Adjustment Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Contract Adjustment Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment PaymentsPayments at a rate equal to 9.50% per annum, if anycompounding on each succeeding Contract Adjustment Payment Date, together with until such deferred installments are paid in full (the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "“Compounded Contract Adjustment Payments”). The Company may pay any such Deferred Contract Adjustment Payments"). Deferred Payments (including Compounded Contract Adjustment PaymentsPayments thereon) on any scheduled Contract Adjustment Payment Date. At the end of each Extension Period, including as the same may be extended as provided above, or, in the event of an effective Early Settlement or Fundamental Change Early Settlement, on the Early Settlement Date or Fundamental Change Early Settlement Date, as the case may be, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then due in the manner set forth in Section 5.11(a) (in the case of the end of an Extension Period), in the manner set forth in Section 5.08(b) (in the case of an Early Settlement) or in the manner set forth in Section 5.05(b)(ii) (in the case of a Fundamental Change Early Settlement) to the extent such amounts are not deducted from the amount otherwise payable by the Holder in the case of a Cash Settlement, any Early Settlement or any Fundamental Change Early Settlement. In the event of an Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then payable, if any, on the Purchase Contracts being settled early through the Contract Adjustment Payment Date immediately preceding the applicable Early Settlement Date. In the event of a Fundamental Change Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) due on the Purchase Contracts being settled on the Fundamental Change Early Settlement Date to but excluding such Fundamental Change Early Settlement Date. Upon termination of any Extension Period and the payment of all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) and all accrued and unpaid Contract Adjustment Payments then due, the Company may commence a new Extension Period; provided that such Extension Period, together with all extensions thereof, may not extend beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Fundamental Change Early Settlement Date). Except in the case of an Early Settlement or Fundamental Change Early Settlement, no Contract Adjustment Payments shall be due on and payable during an Extension Period except at the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datethereof. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least five Business Days before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least five Business Days before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect to, any shares of capital stock; provided that the Company's Common Stock other thanforegoing does not apply to: (i) purchasesany repurchase, redemptions redemption or acquisitions other acquisition of shares of Common Stock the Company’s capital stock in connection with (1) any employment contract, benefit plan Plan or other similar arrangement with or for the benefit of any one or more employees, officers officers, directors, consultants or directors independent contractors or (2) a stock purchase or dividend reinvestment or stockholder purchase plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange any exchange, redemption or conversion of one any class or series of the Company's Capital Stock ’s capital stock, or the capital stock of one of the Company’s subsidiaries, for another any other class or series of the Company's Capital Stock’s capital stock, or of any class or series of the Company’s indebtedness for any class or series of the Company’s capital stock; (iii) the any purchase of, or payment of cash in lieu of, fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock capital stock or the security securities being converted or exchanged; (iv) dividends or distributions in any series declaration of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock a dividend in connection with the issuance of rights, stock or exchange other property under any rights plan, or the redemption or repurchase of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock)rights pursuant thereto; orand (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the futureform of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to such stock.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, at any time prior to the Stock Purchase Date, right to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on any Payment in respect of each Forward Purchase Contract until no later than the Forward Purchase Contract Settlement Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped UnitsSecurities, but in any event not less than one Business Day prior to such Record Date. Any If the Company so elects to defer Contract Adjustment Payments so deferred shallPayments, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment PaymentsPayments at a rate equal to [ ]% per annum, if anycompounding quarterly, together with the additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred Contract Adjustment Payments")until such deferred installments are paid in full. Deferred Contract Adjustment Payments, if any, Payments shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3Section. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end on a date other than on a Payment Date. If Except as otherwise provided in Section 5.12(d), in the case of any Security with respect to which Early Settlement of the underlying Forward Purchase Contracts are terminated upon the occurrence of a Termination EventContract is effected on an Early Settlement Date, the Holder's Holder will have no right to receive any accrued or deferred Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In Subject to Section 5.13(c), in the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment the Forward Purchase Contract Settlement Date, each Holder will receive on the Forward Purchase Contract Settlement Date the aggregate amount of accrued and unpaid Contract Adjustment Payments. The Company shall pay such amounts on the Forward Purchase Contract Settlement Date in the manner described in Section 5.3(d). (c) The Company has the right to elect, by giving written notice to the Holders and the Agent at least ten Business Days prior to the Stock Forward Purchase Contract Settlement Date, then all in lieu of a cash payment to issue to each Holder a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the Settlement Rate) equal to (x) the aggregate amount of Deferred Contract Adjustment Payments payable to such Holder divided by (y) the Applicable Market Value; provided that at such time there is in effect a registration statement with respect to the shares of Common Stock to be delivered in connection with such deferred Contract Adjustment Payment, if such a registration statement is required (in the view of counsel, which need not be in the form of a written opinion, for either the Company or the Agent) under the Securities Act. If the Company elects to pay such deferred Contract Adjustment Payments in shares of Common Stock in lieu of cash, no fractional shares of Common Stock will be issued by the Company. In lieu of fractional shares otherwise issuable with respect to such payment of deferred Contract Adjustment Payments, if any, shall the Holder will be payable entitled to receive an amount in cash equal to the registered Holders fraction of a share times the Applicable Market Value as of the close of business on the Record Date immediately preceding such Payment Dateprovided in Section 5.10 hereof. (cd) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments have been paid, the Company shall not, and shall not permit any of its subsidiaries to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Common Stock capital stock other than: (i) purchases, redemptions or acquisitions of shares of Common Stock capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock capital stock or the exchange or conversion of one class or series of the Company's Capital Stock capital stock for another class or series of the Company's Capital Stockcapital stock; (iii) the purchase of fractional interests in shares of the Common Stock Company's capital stock pursuant to the conversion or exchange provisions of such Common Stock capital stock or the security being converted or exchanged; (iv) dividends or distributions in any series capital stock of the Company's Common Stock Company (or rights to acquire Common Stockcapital stock) or repurchases, acquisitions or redemptions of Common Stock capital stock in connection with the issuance or exchange of the Common Stock Company's capital stock (or securities convertible into or exchangeable for shares of the Company's Common Stockcapital stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for (i) which an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) which an effective Early Settlement has occurred, the date Contract Adjustment Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Contract Adjustment Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment PaymentsPayments at a rate equal to 6.50% per annum, if anycompounded on each Contract Adjustment Payment Date to, together with but excluding, the Contract Adjustment Payment Date on which such deferred Contract Adjustment Payments are paid (the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is The Company may pay any such deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred (including Compounded Contract Adjustment Payments are deferred until thereon) on any scheduled Contract Adjustment Payment Date to the Stock Purchase Holder on the related Record Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects subject to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. sub-section (c) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the Deferred Contract Adjustment Payments have been paid, the Company shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Common Stock other than: (i) purchases, redemptions or acquisitions of shares of Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the futurebelow.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear accrue additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments Payments, if any, accrued thereon, being referred to herein as the "“Deferred Contract Adjustment Payments"”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.35.03. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Settlement Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination EventEvent or Early Settlement, the Holder's ’s right to receive Contract Adjustment Payments, if any, and any Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, each Holder will receive on the Stock Purchase Date in lieu of a cash payment a number of Common Stock (in addition to a number of Common Stock equal to the Settlement Rate) equal to a number of shares of Common Stock equal to the sum of the “share amounts” calculated for each of the 20 Trading Days beginning on , 2008. For each of such 20 Trading Days, the share amount shall be equal to (a) the aggregate amount of deferred contract adjustment payments payable to the holder divided by (b) the product of 20 multiplied by the Closing Price of the Common Stock for the respective trading day. (d) No fractional shares of Common Stock will be issued by the Company with respect to settlement or payment of Deferred Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable, the Holder will be entitled to receive an amount in cash as provided in Section 5.12. (e) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the date on which the Deferred Contract Adjustment Payments have been paid, the Company shall not, and will not permit any subsidiary of the Company to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's ’s Common Stock other than: (i) purchasesrepurchases, redemptions or acquisitions of shares of Common Stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or officers, directors or agents or a stock share purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the payment of Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's ’s Capital Stock or the exchange or conversion of one class or series of the Company's ’s Capital Stock for another class or series of the Company's ’s Capital Stock; (iii) the purchase of fractional interests of the Common Company’s Capital Stock pursuant to the conversion or exchange provisions of such Common Capital Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common ’s Capital Stock (or rights to acquire Common the Company’s Capital Stock) or repurchases, redemptions or acquisitions or redemptions of Common the Company’s Capital Stock in connection with the issuance exchange for or exchange out of the Common net cash proceeds of the sale of the Company’s Capital Stock (or securities convertible into or exchangeable for shares of the Company's Common ’s Capital Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan on the date the Company exercises its right to defer the payment of Contract Adjustment Payments or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future, or the redemption or repurchase of any rights pursuant thereto. (f) In the event that the Company elects to defer the payment of Contract Adjustment Payments then, the Company’s subsidiaries shall not be restricted from making payments similar to those specified in 5.03(e) on their respective capital stock.

Deferral of Contract Adjustment Payments. (a) The Company shall have Corporation has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for (i) which an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) which an effective Early Settlement has occurred, the date Contract Adjustment Payment Date immediately preceding the Company is required Early Settlement Date). Prior to give notice the expiration of any Extension Period, the Record Corporation may further extend such Extension Period to any subsequent Contract Adjustment Payment Date, but not beyond the Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Corporation so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Corporation shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment PaymentsPayments at a rate equal to 7.75% per annum, if anycompounded on each Contract Adjustment Payment Date to, together with but excluding, the Contract Adjustment Payment Date on which such deferred Contract Adjustment Payments are paid (the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is The Corporation may pay any such deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred (including Compounded Contract Adjustment Payments are deferred until thereon) on any scheduled Contract Adjustment Payment Date to the Stock Purchase Holder on the related Record Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datesubject to sub-section (c) below. (b) In The Corporation shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least one Business Day before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Corporation shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period (other than on the Purchase Contract Settlement Date) or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least one Business Day before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company Corporation exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company Corporation shall not (1) declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect toto any shares in the capital of the Corporation, (2) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company's Common Stock other thanCorporation’s debt securities ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations, or (3) make any guarantee payments under any guarantee by the Corporation of securities of any of its subsidiaries in the case of a guarantee ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations; provided that the foregoing does not apply to: (i) purchases, redemptions or other acquisitions of shares in the capital of Common Stock the Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors, agents, consultants or directors independent contractors or a stock purchase or dividend reinvestment plan, or the satisfaction by of the Company of its Corporation’s obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer that the Contract Adjustment PaymentsPayment is deferred requiring the Corporation to purchase, redeem or acquire shares in the capital of the Corporation; (ii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (1) above as a result of a reclassification of the Company's Capital Stock shares in the capital of the Corporation, or the exchange or conversion of all or a portion of one class or series of shares in the Company's Capital Stock capital of the Corporation, for another class or series of shares in the Company's Capital Stockcapital of the Corporation; (iii) the purchase of fractional interests in shares in the capital of the Common Stock Corporation pursuant to the conversion or exchange provisions of such Common Stock the shares in the capital of the Corporation or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (iv) dividends or distributions paid or made in any series shares in the capital of the Company's Common Stock Corporation (or rights to acquire Common Stock) shares in the capital of the Corporation), or repurchases, redemptions or acquisitions or redemptions of Common Stock shares in the capital of the Corporation in connection with the issuance or exchange of shares in the Common Stock capital of the Corporation (or of securities convertible into or exchangeable for shares in the capital of the Company's Common Stock); orCorporation) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (v) redemptions, exchanges or repurchases of of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to such rights in the future; (vi) payments on any preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes (including, for the avoidance of doubt, the Corporation’s Series 2018-A subordinated notes and Series 2019-A subordinated notes), or any guarantees of any of the foregoing, in each case, ranking on a parity with the CAP Obligations, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; provided that, for the avoidance of doubt, the Corporation shall not make Contract Adjustment Payments in part; (vii) [Reserved]; or (viii) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Corporation to breach the terms of the instrument governing such parity or junior securities.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any subsequent Payment DateDate (an “Extension Period”), but only if not beyond the Company shall give the Holders and the Agent written notice of its election Purchase Contract Settlement Date (or, with respect to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for which (i) an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) an effective Early Settlement has occurred, the date quarterly Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon on such deferred installments of Contract Adjustment Payments at the a rate of 5.75equal to 6.25% per year (computed on the basis of a 360-day year of twelve 30-day months)annum, compounding on each succeeding Payment Date, until such deferred installments are paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "“Compounded Contract Adjustment Payments”). The Company may pay any such Deferred Contract Adjustment Payments"). Deferred Payments (including Compounded Contract Adjustment PaymentsPayments thereon) on any scheduled Payment Date. At the end of each Extension Period, including as the same may be extended as provided above, or, in the event of an effective Early Settlement or Fundamental Change Early Settlement, on the Early Settlement Date or Fundamental Change Early Settlement Date, as the case may be, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then due in the manner set forth in Section 5.09(a) (in the case of the end of an Extension Period), in the manner set forth in Section 5.06(b) (in the case of an Early Settlement) or in the manner set forth in Section 5.04 (in the case of a Fundamental Change Early Settlement) to the extent such amounts are not deducted from the amount otherwise payable by the Holder in the case of any Early Settlement or any Fundamental Change Early Settlement. In the event of an Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) then payable, if any, on the Purchase Contracts being settled early through the Payment Date immediately preceding the applicable Early Settlement Date. In the event of a Fundamental Change Early Settlement, the Company shall pay all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) due on the Purchase Contracts being settled on the Fundamental Change Early Settlement Date to but excluding such Fundamental Change Early Settlement Date. Upon termination of any Extension Period and the payment of all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) and all accrued and unpaid Contract Adjustment Payments then due, the Company may commence a new Extension Period; provided that such Extension Period, together with all extensions thereof, may not extend beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Fundamental Change Early Settlement Date). Except in the case of an Early Settlement or Fundamental Change Early Settlement, no Contract Adjustment Payments shall be due on and payable during an Extension Period except at the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datethereof. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least five Business Days before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least five Business Days before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect to, any shares of the Company's Common Stock other than’s capital stock; provided that the foregoing does not apply to: (i) purchasesany exchange, redemptions or acquisitions of shares of Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange redemption or conversion of one any class or series of the Company's Capital Stock ’s capital stock, or the capital stock of one of the Company’s Subsidiaries, for another any other class or series of the Company's Capital Stock’s capital stock; (iiiii) the any purchase of, or payment of Cash in lieu of, fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock capital stock or the security securities being converted or exchanged;; and (iviii) dividends or distributions in any series of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the futureform of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to such stock.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any subsequent Payment Date (an “Extension Period”), but not beyond the Purchase Contract Settlement Date (or, with respect to Purchase Contracts for which an Early Settlement or Merger Early Settlement is effected, the Early Settlement Date or Merger Early Settlement Date, as the case may be). Prior to the expiration of any Extension Period, the Company may further extend such Extension Period to any subsequent Payment Date, but only if not beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Merger Early Settlement Date). If the Company so elects to defer Contract Adjustment Payments, the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear pay additional Contract Adjustment Payments thereon on such deferred installments of Contract Adjustment Payments at the a rate of 5.75equal to 6.00% per year (computed on the basis of a 360-day year of twelve 30-day months)annum, compounding on each succeeding Payment Date, until such deferred installments are paid in full (such deferred installments of Contract Adjustment Payments, if any, Payments together with the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "“Deferred Contract Adjustment Payments"”). Deferred Contract Adjustment PaymentsAt the end of each Extension Period, if anyincluding as the same may be extended as provided above, shall be due or, in the event of an Early Settlement or Merger Early Settlement is effected, on the next succeeding Payment Early Settlement Date except to or Merger Early Settlement Date, as the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments case may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Eventbe, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Company shall pay all Deferred Contract Adjustment Payments then due in the manner set forth in Section 5.10(a) (in the case of the end of an Extension Period), in the manner set forth in Section 5.07(b) (in the case of an Early Settlement) or in the manner set forth in Section 5.04(b)(ii) (in the case of a Merger Early Settlement) to the extent such amounts are deferred until not deducted from the Stock amount otherwise payable by the Holder in the case of an Early Settlement or a Merger Early Settlement. In the event of an Early Settlement, the Company shall pay all Deferred Contract Adjustment Payments due on the Purchase Contracts being settled early to but not including the Payment Date immediately preceding the applicable Early Settlement Date. In the event of a Merger Early Settlement, the Company shall pay all payments Deferred Contract Adjustment Payments due on the Purchase Contracts being settled on the Merger Early Settlement Date to but including such Merger Early Settlement Date. Upon termination of any Extension Period and the payment of all Deferred Contract Adjustment Payments and all accrued and unpaid Contract Adjustment Payments then due, the Company may commence a new Extension Period, provided that such Extension Period, together with all extensions thereof, may not extend beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Merger Early Settlement Date). Except in respect thereof the case of an Early Settlement or Merger Early Settlement, no Contract Adjustment Payments shall be made in cash due and payable during an Extension Period except at the end thereof, except that prior to the end of such Extension Period, the Company, at its option, may prepay on any Payment Date all or any portion of the Stock Purchase DateDeferred Contract Adjustment Payments accrued during the then elapsed portion of such Extension Period. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least five Business Days before the registered Holders as of the close of business on earlier of: (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period; or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period or its election to pay any portion of the Deferred Contract Adjustment Payments on a payment date prior to the end of an Extension Period, at least five Business Days before the earlier of: (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of Deferred Contract Adjustment Payments shall be made; or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred Contract Adjustment Payments have been paidpaid in full, the Company shall not, and shall not permit any of its subsidiaries to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock or their capital stock or make guarantee payments with respect to the Company's Common Stock other thanforegoing; provided that the foregoing will not restrict: (i) purchases, redemptions the Company from declaring or acquisitions of paying dividends on the outstanding shares of Common Stock its capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company shares of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments;capital stock; or (ii) as a result of a reclassification the Company’s subsidiaries from declaring or paying any dividends, or making any distributions, to the Company or any of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future’s other subsidiaries.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear accrue additional Contract Adjustment Payments thereon at the rate of 5.75[__]% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments Payments, if any, accrued thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Settlement Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and any Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, each Holder will receive on the Stock Purchase Date in lieu of a cash payment a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Adjustment Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Adjustment Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) the Applicable Market Value. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12. (e) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Deferred Contract Adjustment Payments have been paid, the Company shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Common Capital Stock other than: (i) purchasesrepurchases, redemptions or acquisitions of shares of Common Capital Stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or officers, directors or agents or a stock share purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the payment of Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Company's Capital Stock pursuant to the conversion or exchange provisions of such Common Capital Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Capital Stock (or rights to acquire Common the Company's Capital Stock) or repurchases, acquisitions or redemptions of Common the Company's Capital Stock in connection with the issuance exchange for or exchange out of the Common net cash proceeds of the sale of the Company's Capital Stock (or securities convertible into or exchangeable for shares of the Company's Common Capital Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future, or the redemption or repurchase of any rights pursuant thereto.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear additional Contract Adjustment Payments thereon at the rate of 5.75__% [Insert sum of Contract Adjustment payment rate and Notes interest rate.] per year (computed on the basis of a 360-day year of twelve 12 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Contract Settlement Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, each Holder will receive on the Stock Purchase Date in lieu of a cash payment a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Adjustment Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Adjustment Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) the Applicable Market Value. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.8. (e) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the Deferred Contract Adjustment Payments have been paid, the Company shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Common Capital Stock other than: (i) purchases, redemptions or acquisitions of shares of Common Capital Stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Company's Capital Stock pursuant to the conversion or exchange provisions of such Common Capital Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Capital Stock (or rights to acquire Common Capital Stock) or repurchases, acquisitions or redemptions of Common Capital Stock in connection with the issuance exchange for or exchange out of the Common net cash proceeds of the sale of the Company's Capital Stock (or securities convertible into or exchangeable for shares of the Company's Common Capital Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Security Units and Stripped Equity Security Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear additional Contract Adjustment Payments thereon at the rate of 5.75- % per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments accrued accumulated thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, Payments and Deferred Contract Adjustment Payments, if any, will terminate. If Deferred In the event that the Company elects to defer Contract Adjustment Payments are deferred until the Stock Purchase Datein part, all payments such deferal shall be pro rata in respect thereof shall be made in cash on the Stock of all outstanding Purchase DateContracts. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Stock Purchase Date, the Company may elect to pay each Holder on the Stock Purchase Date, in lieu of a cash payment, a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Adjustment Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Adjustment Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) the Applicable Market Value. (d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12. (e) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments then, until the Deferred Contract Adjustment Payments have been paid, the Company shall not, and shall not permit any subsidiary of the Company to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Common Stock other than: (i) purchases, redemptions or acquisitions of shares of Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iv) dividends or distributions payable solely in any series of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any subsequent Payment Date (an “Extension Period”), but not beyond the Purchase Contract Settlement Date (or, with respect to Purchase Contracts for which an effective Early Settlement or Cash Merger Early Settlement has occurred, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be). Prior to the expiration of any Extension Period, the Company may further extend such Extension Period to any subsequent Payment Date, but only if not beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Cash Merger Early Settlement Date). If the Company so elects to defer Contract Adjustment Payments, the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear pay additional Contract Adjustment Payments thereon on such deferred installments of Contract Adjustment Payments at the a rate of 5.75equal to 5.0% per year (computed on the basis of a 360-day year of twelve 30-day months)annum, compounding on each succeeding Payment Date, until such deferred installments are paid in full (such deferred installments of Contract Adjustment Payments, if any, Payments together with the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "“Deferred Contract Adjustment Payments"”). Deferred Contract Adjustment PaymentsAt the end of each Extension Period, if anyincluding as the same may be extended as provided above, shall be due or, in the event of an effective Early Settlement or Cash Merger Early Settlement, on the next succeeding Payment Early Settlement Date except to or Cash Merger Early Settlement Date, as the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments case may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Eventbe, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Company shall pay all Deferred Contract Adjustment Payments then due in the manner set forth in Section 5.10(a) (in the case of the end of an Extension Period), in the manner set forth in Section 5.07(b) (in the case of an Early Settlement) or in the manner set forth in Section 5.04(b)(ii) (in the case of a Cash Merger Early Settlement) to the extent such amounts are deferred until not deducted from the Stock amount otherwise payable by the Holder in the case of a Cash Settlement, any Early Settlement or any Cash Merger Early Settlement. In the event of an Early Settlement, the Company shall pay all Deferred Contract Adjustment Payments due on the Purchase Contracts being settled early through the Payment Date immediately preceding the applicable Early Settlement Date. In the event of a Cash Merger Early Settlement, the Company shall pay all payments Deferred Contract Adjustment Payments due on the Purchase Contracts being settled on the Cash Merger Early Settlement Date to but excluding such Cash Merger Early Settlement Date. Upon termination of any Extension Period and the payment of all Deferred Contract Adjustment Payments and all accrued and unpaid Contract Adjustment Payments then due, the Company may commence a new Extension Period, provided that such Extension Period, together with all extensions thereof, may not extend beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Cash Merger Early Settlement Date). Except in respect thereof the case of an Early Settlement or Cash Merger Early Settlement, no Contract Adjustment Payments shall be made in cash due and payable during an Extension Period except at the end thereof, except that prior to the end of such Extension Period, the Company, at its option, may prepay on any Payment Date all or any portion of the Stock Purchase DateDeferred Contract Adjustment Payments accrued during the then elapsed portion of such Extension Period. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least five Business Days before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period or its election to pay any portion of the Deferred Contract Adjustment Payments on a payment date prior to the end of an Extension Period, at least five Business Days before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of Deferred Contract Adjustment Payments shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the all Deferred Contract Adjustment Payments have been paid, the Company shall not, and shall not permit any of its subsidiaries to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock or their capital stock or make guarantee payments with respect to the Company's Common Stock other than: foregoing; provided that, (i) purchases, redemptions the Company will not be restricted from paying or acquisitions of distributing shares of Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; outstanding shares of Common Stock (including any annual stock dividend) and (ii) the Company’s subsidiaries will not be restricted from declaring or paying any dividends, or making any distributions, to the Company or any of the Company’s other subsidiaries as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the futureforegoing.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for (i) which an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) which an effective Early Settlement has occurred, the date Contract Adjustment Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Contract Adjustment Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment PaymentsPayments at a rate equal to 4.825% per annum, if anycompounded on each Contract Adjustment Payment Date to, together with but excluding, the Contract Adjustment Payment Date on which such deferred Contract Adjustment Payments are paid (the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is The Company may pay any such deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred (including Compounded Contract Adjustment Payments are deferred until thereon) on any scheduled Contract Adjustment Payment Date to the Stock Purchase Holder on the related Record Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datesubject to sub-section (c) below. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least one Business Day before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period (other than on the Purchase Contract Settlement Date) or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least one Business Day before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not (1) declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect toto any shares of its capital stock, (2) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company's Common Stock other than’s debt securities ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations, or (3) make any guarantee payments under any guarantee by the Company of securities of any of its subsidiaries in the case of a guarantee ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations; provided that the foregoing does not apply to: (i) purchases, redemptions or other acquisitions of shares of Common Stock the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors, agents or directors consultants or a stock purchase or dividend reinvestment plan, or the satisfaction by of the Company of its Company’s obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer that the Contract Adjustment PaymentsPayment is deferred requiring the Company to purchase, redeem or acquire its capital stock; (ii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (1) above as a result of a reclassification of the Company's Capital Stock ’s capital stock, or the exchange or conversion of all or a portion of one class or series of the Company's Capital Stock ’s capital stock, for another class or series of the Company's Capital Stock’s capital stock; (iii) the purchase of fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock the Company’s capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (iv) dividends or distributions paid or made in any series of the Company's Common Stock ’s capital stock (or rights to acquire Common Stock) the Company’s capital stock), or repurchases, redemptions or acquisitions or redemptions of Common Stock the Company’s capital stock in connection with the issuance or exchange of the Common Stock Company’s capital stock (or of securities convertible into or exchangeable for shares of the Company's Common Stock); or’s capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (v) redemptions, exchanges or repurchases of of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; (vi) payments on the Debentures, any preferred trust securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case, ranking on a parity with the CAP Obligations, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; provided that, for the avoidance of doubt, the Company will not be permitted under this Agreement to make Contract Adjustment Payments in part; or (vii) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity or junior securities.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for (i) which an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) which an effective Early Settlement has occurred, the date Contract Adjustment Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Contract Adjustment Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment PaymentsPayments at a rate equal to 6.75% per annum, if anycompounded on each Contract Adjustment Payment Date to, together with but excluding, the Contract Adjustment Payment Date on which such deferred Contract Adjustment Payments are paid (the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is The Company may pay any such deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred (including Compounded Contract Adjustment Payments are deferred until thereon) on any scheduled Contract Adjustment Payment Date to the Stock Purchase Holder on the related Record Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datesubject to sub-section (c) below. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least one Business Day before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period (other than on the Purchase Contract Settlement Date) or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least one Business Day before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not (1) declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect toto any shares of its capital stock, (2) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company's Common Stock other than’s debt securities ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations, or (3) make any guarantee payments under any guarantee by the Company of securities of any of its subsidiaries in the case of a guarantee ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations; provided that the foregoing does not apply to: (i) purchases, redemptions or other acquisitions of shares of Common Stock the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors, agents or directors consultants or a stock purchase or dividend reinvestment plan, or the satisfaction by of the Company of its Company’s obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer that the Contract Adjustment PaymentsPayment is deferred requiring the Company to purchase, redeem or acquire its capital stock; (ii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (1) above as a result of a reclassification of the Company's Capital Stock ’s capital stock, or the exchange or conversion of all or a portion of one class or series of the Company's Capital Stock ’s capital stock, for another class or series of the Company's Capital Stock’s capital stock; (iii) the purchase of fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock the Company’s capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (iv) dividends or distributions paid or made in any series of the Company's Common Stock ’s capital stock (or rights to acquire Common Stock) the Company’s capital stock), or repurchases, redemptions or acquisitions or redemptions of Common Stock the Company’s capital stock in connection with the issuance or exchange of the Common Stock Company’s capital stock (or of securities convertible into or exchangeable for shares of the Company's Common Stock); or’s capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (v) redemptions, exchanges or repurchases of of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; (vi) payments on the Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case, ranking on a parity with the CAP Obligations, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; provided that, for the avoidance of doubt, the Company will not be permitted under this Agreement to make Contract Adjustment Payments in part; or (vii) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity or junior securities.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any subsequent Payment Date (an "Extension Period"), but not beyond the Purchase Contract Settlement Date (or, with respect to Purchase Contracts for which an effective Early Settlement or Cash Merger Early Settlement has occurred, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be). Prior to the expiration of any Extension Period, the Company may further extend such Extension Period to any subsequent Payment Date, but only if not beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Cash Merger Early Settlement Date). If the Company so elects to defer Contract Adjustment Payments, the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear pay additional Contract Adjustment Payments thereon on such deferred installments of Contract Adjustment Payments at the a rate of 5.75equal to ______% per year (computed on the basis of a 360-day year of twelve 30-day months)annum, compounding on each succeeding Payment Date, until such deferred installments are paid in full (such deferred installments of Contract Adjustment Payments, if any, Payments together with the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment PaymentsAt the end of each Extension Period, if anyincluding as the same may be extended as provided above, shall be due or, in the event of an effective Early Settlement or Cash Merger Early Settlement, on the next succeeding Payment Early Settlement Date except to or Cash Merger Early Settlement Date, as the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments case may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Eventbe, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Company shall pay all Deferred Contract Adjustment Payments then due in the manner set forth in Section 5.10(a) (in the case of the end of an Extension Period), in the manner set forth in Section 5.07(b) (in the case of an Early Settlement) or in the manner set forth in Section 5.04(b)(2) (in the case of a Cash Merger Early Settlement) to the extent such amounts are deferred until not deducted from the Stock amount otherwise payable by the Holder in the case of a Cash Settlement, any Early Settlement or any Cash Merger Early Settlement. In the event of an Early Settlement, the Company shall pay all Deferred Contract Adjustment Payments due on the Purchase Contracts being settled early through the Payment Date immediately preceding the applicable Early Settlement Date. In the event of a Cash Merger Early Settlement, the Company shall pay all payments Deferred Contract Adjustment Payments due on the Purchase Contracts being settled on the Cash Merger Early Settlement Date to but excluding such Cash Merger Early Settlement Date. Upon termination of any Extension Period and the payment of all Deferred Contract Adjustment Payments and all accrued and unpaid Contract Adjustment Payments then due, the Company may commence a new Extension Period, provided that such Extension Period, together with all extensions thereof, may not extend beyond the Purchase Contract Settlement Date (or any applicable Early Settlement Date or Cash Merger Early Settlement Date). Except in respect thereof the case 66 of an Early Settlement or Cash Merger Early Settlement, no Contract Adjustment Payments shall be made in cash due and payable during an Extension Period except at the end thereof, except that prior to the end of such Extension Period, the Company, at its option, may prepay on any Payment Date all or any portion of the Stock Purchase DateDeferred Contract Adjustment Payments accrued during the then elapsed portion of such Extension Period. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least five Business Days before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period or its election to pay any portion of the Deferred Contract Adjustment Payments on a payment date prior to the end of an Extension Period, at least five Business Days before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of Deferred Contract Adjustment Payments shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the all Deferred Contract Adjustment Payments have been paid, the Company shall not, and shall not permit any of its subsidiaries to, declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its share capital or their capital stock or share capital; PROVIDED THAT the Company's Common Stock other than: (i) purchases, redemptions subsidiaries will not be restricted from declaring or acquisitions of shares of Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment planpaying such dividends, or the satisfaction by making such distributions, to the Company or any of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) Company's other subsidiaries as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the futureforegoing.

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for (i) which an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) which an effective Early Settlement has occurred, the date Contract Adjustment Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Contract Adjustment Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment PaymentsPayments at a rate equal to 6.125% per annum, if anycompounded on each Contract Adjustment Payment Date to, together with but excluding, the Contract Adjustment Payment Date on which such deferred Contract Adjustment Payments are paid (the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is The Company may pay any such deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred (including Compounded Contract Adjustment Payments are deferred until thereon) on any scheduled Contract Adjustment Payment Date to the Stock Purchase Holder on the related Record Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datesubject to sub-section (c) below. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least one Business Day before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period (other than on the Purchase Contract Settlement Date) or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least one Business Day before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not (1) declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect toto any shares of its capital stock, (2) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company's Common Stock other than’s debt securities ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations, or (3) make any guarantee payments under any guarantee by the Company of securities of any of its subsidiaries in the case of a guarantee ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations; provided that the foregoing does not apply to: (i) purchases, redemptions or other acquisitions of shares of Common Stock the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors, agents or directors consultants or a stock purchase or dividend reinvestment plan, or the satisfaction by of the Company of its Company’s obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer that the Contract Adjustment PaymentsPayment is deferred requiring the Company to purchase, redeem or acquire its capital stock; (ii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (1) above as a result of a reclassification of the Company's Capital Stock ’s capital stock, or the exchange or conversion of all or a portion of one class or series of the Company's Capital Stock ’s capital stock, for another class or series of the Company's Capital Stock’s capital stock; (iii) the purchase of fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock the Company’s capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (iv) dividends or distributions paid or made in any series of the Company's Common Stock ’s capital stock (or rights to acquire Common Stock) the Company’s capital stock), or repurchases, redemptions or acquisitions or redemptions of Common Stock the Company’s capital stock in connection with the issuance or exchange of the Common Stock Company’s capital stock (or of securities convertible into or exchangeable for shares of the Company's Common Stock); or’s capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (v) redemptions, exchanges or repurchases of of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; (vi) payments on the Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case, ranking on a parity with the CAP Obligations, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; provided that, for the avoidance of doubt, the Company will not be permitted under this Agreement to make Contract Adjustment Payments in part; or (vii) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity or junior securities.

Deferral of Contract Adjustment Payments. (a) The Company shall have the right, at any time prior to the Stock Share Purchase Date, to defer the payment of any or all of the Contract Adjustment Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred Contract Adjustment Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Adjustment Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear accrue additional Contract Adjustment Payments thereon at the rate of 5.757% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments Payments, if any, accrued thereon, being referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Settlement Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred Contract Adjustment Payments are deferred until the Stock Purchase Date, all payments in respect thereof shall be made in cash on the Stock Purchase Date. (b) In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Share Purchase Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. (c) In the event that the Company exercises its option elects to defer the payment of Contract Adjustment Payments then, on the Purchase Contracts until the Share Purchase Date, each Holder will receive on the Share Purchase Date in lieu of a cash payment a number of Common Shares (in addition to a number of Common Shares equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Adjustment Payments have been paidpayable to such Holder (net of any required tax withholding on such Deferred Contract Adjustment Payment, which shall be remitted to the Company shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of appropriate taxing jurisdiction) divided by (B) the Company's Common Stock other than:Applicable Market Value. (id) purchases, redemptions or acquisitions of shares of No fractional Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or directors or a stock purchase or dividend reinvestment plan, or the satisfaction Shares will be issued by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the Contract Adjustment Payments; (ii) as a result of a reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (iii) the purchase of fractional interests of the Common Stock pursuant to the conversion or exchange provisions of such Common Stock or the security being converted or exchanged; (iv) dividends or distributions in any series of the Company's Common Stock (or rights to acquire Common Stock) or repurchases, acquisitions or redemptions of Common Stock in connection with the issuance or exchange of the Common Stock (or securities convertible into or exchangeable for shares of the Company's Common Stock); or (v) redemptions, exchanges or repurchases of any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future.payment of Deferred Contract Adjustment Payments on the Share

Deferral of Contract Adjustment Payments. (a) The Company shall have has the right, right at any time, and from time prior to the Stock Purchase Datetime, to defer the payment of any all or all part of the Contract Adjustment Payments otherwise payable on in respect of each Purchase Contract by extending the period for payment of Contract Adjustment Payments to any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer each such deferred subsequent Contract Adjustment Payment Date (specifying an “Extension Period”), but not beyond the amount Purchase Contract Settlement Date (or, with respect to be deferred) at least ten Business Days prior to the earlier of Purchase Contracts for (i) which an effective Fundamental Change Early Settlement has occurred, the next succeeding Payment Fundamental Change Early Settlement Date or (ii) which an effective Early Settlement has occurred, the date Contract Adjustment Payment Date immediately preceding the Early Settlement Date). Prior to the expiration of any Extension Period, the Company is required may further extend such Extension Period to give notice of any subsequent Contract Adjustment Payment Date, but not beyond the Record Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date with respect immediately preceding the Early Settlement Date, as the case may be). If the Company so elects to payment of such defer Contract Adjustment Payments to Payments, the NYSE or other applicable self-regulatory organization or to Holders of the Equity Units and Stripped Units, but in any event not less than one Business Day prior to such Record Date. Any Contract Adjustment Payments so deferred shall, to the extent permitted by law, bear Company shall pay additional Contract Adjustment Payments thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment PaymentsPayments at a rate equal to 6.375% per annum, if anycompounded on each Contract Adjustment Payment Date to, together with but excluding, the Contract Adjustment Payment Date on which such deferred Contract Adjustment Payments are paid (the accrued additional Contract Adjustment Payments accrued thereon, being referred to herein as the "Deferred “Compounded Contract Adjustment Payments"”). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is The Company may pay any such deferred pursuant to this Section 5.3. No Contract Adjustment Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Forward Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder's right to receive Contract Adjustment Payments, if any, and Deferred Contract Adjustment Payments, will terminate. If Deferred (including Compounded Contract Adjustment Payments are deferred until thereon) on any scheduled Contract Adjustment Payment Date to the Stock Purchase Holder on the related Record Date, all payments in respect thereof shall be made in cash on the Stock Purchase Datesubject to sub-section (c) below. (b) In The Company shall give written notice to the event that Purchase Contract Agent (and the Company elects Purchase Contract Agent shall promptly thereafter give notice thereof to defer Holders of Purchase Contracts) of its election to extend any period for the payment of Contract Adjustment Payments on the Forward Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Adjustment Payments, if anythe expected length of any such Extension Period and any extension of any Extension Period, shall be payable to at least one Business Day before the registered Holders as earlier of the close of business on (i) the Record Date immediately preceding for the Payment Date on which Contract Adjustment Payments would have been payable except for the election to begin or extend the Extension Period or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (c) The Company shall give written notice to the Purchase Contract Agent (and the Purchase Contract Agent shall promptly thereafter give notice thereof to Holders of Purchase Contracts) of the end of an Extension Period (other than on the Purchase Contract Settlement Date) or its election to pay any portion of the deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) on a Payment Date prior to the end of an Extension Period, at least one Business Day before the earlier of (i) the Record Date for the Payment Date on which such Extension Period shall end or such payment of deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be made or (ii) the date the Purchase Contract Agent is required to give notice to any securities exchange or to Holders of Purchase Contracts of such Record Date or such Payment Date. (d) In the event the Company exercises its option to defer the payment of Contract Adjustment Payments Payments, then, until the Deferred all deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) have been paid, the Company shall not (1) declare or pay any dividends on, or make any distributions with respect toon, or redeem, purchase or acquire, or make a liquidation payment with respect toto any shares of its capital stock, (2) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any of the Company's Common Stock other than’s debt securities ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations, or (3) make any guarantee payments under any guarantee by the Company of securities of any of its subsidiaries in the case of a guarantee ranking on a parity with the CAP Obligations or ranking junior to the CAP Obligations; provided that the foregoing does not apply to: (i) purchases, redemptions or other acquisitions of shares of Common Stock the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers officers, directors, agents or directors consultants or a stock purchase or dividend reinvestment plan, or the satisfaction by of the Company of its Company’s obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer that the Contract Adjustment PaymentsPayment is deferred requiring the Company to purchase, redeem or acquire its capital stock; (ii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (1) above as a result of a reclassification of the Company's Capital Stock ’s capital stock, or the exchange or conversion of all or a portion of one class or series of the Company's Capital Stock ’s capital stock, for another class or series of the Company's Capital Stock’s capital stock; (iii) the purchase of fractional interests in shares of the Common Stock Company’s capital stock pursuant to the conversion or exchange provisions of such Common Stock the Company’s capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (iv) dividends or distributions paid or made in any series of the Company's Common Stock ’s capital stock (or rights to acquire Common Stock) the Company’s capital stock), or repurchases, redemptions or acquisitions or redemptions of Common Stock the Company’s capital stock in connection with the issuance or exchange of the Common Stock Company’s capital stock (or of securities convertible into or exchangeable for shares of the Company's Common Stock); or’s capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the Contract Adjustment Payment is deferred; (v) redemptions, exchanges or repurchases of of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the Contract Adjustment Payment is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; (vi) payments on the Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the foregoing, in each case, ranking on a parity with the CAP Obligations, so long as the amount of payments made on account of such securities or guarantees and the Purchase Contracts is paid on all such securities and guarantees and the Purchase Contracts then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities, guarantees or Purchase Contracts is then entitled if paid in full; provided that, for the avoidance of doubt, the Company will not be permitted under this Agreement to make Contract Adjustment Payments in part; or (vii) any payment of deferred interest or principal on, or repayment, redemption or repurchase of, parity or junior securities that, if not made, would cause the Company to breach the terms of the instrument governing such parity or junior securities.