Common use of Settlement Sale Clause in Contracts

Settlement Sale. Subject to Section 4.2(a)(ii), on any Reset Date or on any other Exchange Trading Date agreed by both parties, up to and including the Maturity Date, the Companies may give telephonic notice to MLI to settle, and MLI shall settle, in a commercially reasonable manner (which may require sales over a period of more than 1 day), all or a portion of the Adjustment Shares ("Settlement"), as specified by the Companies, through sale of not less than the number of Paired Shares, the sale of which would result in a Settlement Amount equal to 100% of the Reference Amount on the Settlement Date, and not more than the number of Paired Shares, the sale of which would result in a Settlement Amount equal to 105% of the Reference Amount on the Settlement Date, in any of the manners set forth below, as selected by the Companies: (i) an Underwritten Offering (for which the Companies shall provide at least 21 Business Days prior notice to MLI); (ii) a Block Sale (for which the Companies shall provide at least 3 Business Days prior notice to MLI); (iii) a Gradual Market Distribution (for which the Companies shall provide at least 1 Business Days prior notice to MLI); (iv) a DRIP Distribution (for which the Companies shall provide at least 1 Business Days prior notice to MLI); or (v) a Subscription Distribution (for which the Companies shall provide at least 5 Business Days prior notice to MLI). If the Companies do not specify a manner of sale, a Gradual Market Distribution shall be used. Settlement procedures shall begin as soon as commercially practicable, as determined by MLI, after MLI receives notice from the Companies and no later than the first Exchange Trading Day after expiration of the notice period unless otherwise agreed by the Companies and MLI. At such time as the Companies deliver notice pursuant to this Section 3.1, the Companies may direct MLI to sell not less than the number of Paired Shares equal to the number of Settlement Shares, and MLI shall comply with such direction in a commercially reasonable manner.

Settlement Sale. Subject On any Reset Date of the type referred to Section 4.2(a)(ii)in clause (i) of the definition of Reset Date, on any Exchange Trading Day that is one month or two months following such a Reset Date or on any other Exchange Trading Date agreed by both partiesDay (in each case, if other than such a Reset Date, the related Settlement (as defined below) will include standard market interest breakage fees), up to and including the Maturity Date, the Companies may give telephonic notice to MLI to settle, and MLI shall settle, in a commercially reasonable manner (which may require sales over a period of more than 1 day), all or a portion of the Adjustment Notional Shares to be settled on the related Settlement Date or Dates, as specified by the Companies ("Settlement"), as specified by the Companies, through sale of not less than the number of Paired Shares, the sale of which would result in a Settlement Amount equal to 100% of the Reference Amount on the Settlement Date, and not more than the number of Paired Shares, the sale of which would result in a Settlement Amount equal equal, to 105% of the Reference Amount on the Settlement Date, in any of the manners set forth below, as selected by the Companies: (i) an Underwritten Secondary Offering (for which the Companies shall provide at least 21 Business Days prior notice to MLI); (ii) a Block Sale (for which the Companies shall provide at least 3 Business Days prior notice to MLI); (iii) a Gradual Market Distribution (for which the Companies shall provide at least 1 Business Days Day prior notice to MLI); (iv) a VWAP Sale (for which the Companies shall provide at least 1 Business Day prior notice to MLI); (v) a DRIP Distribution (for which the Companies shall provide at 40 least 1 Business Days Day prior notice to MLI); or (vvi) a Subscription Distribution Pooled Underwritten Secondary Offering (for which the Companies shall provide at least 5 21 Business Days Day prior notice to MLI). If the Companies do not specify a manner of sale, a Gradual Market Distribution shall be used. If the Paired Shares delivered by the Companies to MLI pursuant to the Purchase Agreement and this Agreement are not, on the applicable trade date, the subject of an Effective Resale Registration Statement (as defined in Section 6.3), the Companies may not select a VWAP Sale as the manner of Settlement. The number of shares sold as part of a VWAP Sale on any Trade Date shall not be less than 20% of the six-month daily average trading volume of the Paired Shares as calculated by the Calculation Agent and shall not exceed 40% of the six-month daily average trading volume of the Paired Shares as calculated by the Calculation Agent, unless both parties agree otherwise prior to the execution of any trades in connection with such VWAP Sale. In connection with any Underwritten Secondary Offering or Block Sale, MLPF&S shall be the sole manager and underwriter. In connection with a Pooled Underwritten Secondary Offering, MLI and MLPF&S may, in their discretion, elect to (a) participate in such offering as a first-tier co-manager on the same terms as all other first-tier co-managers or (b) receive the Pooling Exit Fee; provided, however, that regardless of the election of MLI and MLPF&S, all of the Notional Shares shall be included in the Pooled Underwritten Secondary Offering. Settlement procedures shall begin as soon as commercially practicable, as determined by MLI, after MLI receives notice from the Companies and no later than the first Exchange Trading Day after expiration of the notice period unless otherwise agreed by the Companies and MLI. At such time as the Companies deliver notice pursuant to this Section 3.1, the Companies may direct MLI to sell not less than the number of Paired Shares equal to the number of Settlement Shares, and MLI shall comply with such direction in a commercially reasonable manner. In connection with a Gradual Market Distribution, there shall be a separate Settlement Date for each Trade Date. Final Settlement shall occur no later than the Maturity Date. However, if the Companies have not given MLI notice to settle by the Maturity Date, then MLI shall settle the Notional Shares using a Gradual Market Distribution to begin as soon as commercially practicable, as determined by MLI, on or after the Maturity Date.

Settlement Sale. Subject to Section 4.2(a)(ii), on On any Reset Date Date, or on any other Exchange Trading Date agreed by both parties, up to and including the Maturity Date, the Companies Company may give telephonic notice to MLI MLPF&S to settle, and MLI MLPF&S shall settle, in a commercially reasonable manner (which may require sales over a period of more than 1 day), subject to Section 6.6, all or a portion of the Adjustment Shares ("Settlement"), as specified by the CompaniesCompany, through sale of not less than the number of Paired Common Shares, the sale of which would result in a Settlement Amount equal to 100% of the Reference Amount on the Settlement Date, and not more than the number of Paired Common Shares, the sale of which would result in a Settlement Amount equal to 105% of the Reference Amount on the Settlement Date, in any of the manners set forth below, as selected by the CompaniesCompany: (i) an Underwritten Secondary Offering (for which the Companies Company shall provide at least 21 Business Days prior notice to MLIMLPF&S); (ii) a Block Sale (for which the Companies Company shall provide at least 3 5 Business Days prior notice to MLIMLPF&S); (iii) a Gradual Market Distribution (for which the Companies Company shall provide at least 1 2 Business Days prior notice to MLIMLPF&S);; or (iv) a DRIP Distribution (for which the Companies Company shall provide at least 1 2 Business Days prior notice to MLI); or (v) a Subscription Distribution (for which the Companies shall provide at least 5 Business Days prior notice to MLIMLPF&S). If the Companies do Company does not specify a manner of sale, a Gradual Market Distribution shall be used. In connection with any Underwritten Secondary Offering or Block Sale, MLPF&S shall be the sole manager and underwriter. Settlement procedures shall begin as soon as commercially practicable, as determined by MLI, after MLI receives notice from the Companies and no later than on the first Exchange Trading Day after expiration of the notice period unless otherwise agreed by the Companies Company and MLI. MLPF&S. At such time as the Companies deliver Company delivers notice pursuant to this Section 3.1, the Companies Company may direct MLI MLPF&S to sell not less than the number of Paired Common Shares equal to the number of Settlement Shares, and MLI MLPF&S shall comply with such direction in a commercially reasonable manner. Final Settlement shall occur no later than the Maturity Date. However, if the Company has not given MLPF&S notice to settle by the Maturity Date, then MLPF&S shall settle the Settlement Shares using a Gradual Market Distribution to begin as soon as commercially practicable, as determined by MLPF&S, on or after the Maturity Date.

Settlement Sale. Subject to Section 4.2(a)(ii), on On any Reset Date Date, or on any other Exchange Trading Date agreed to by both partiesparties (in which case, the related Settlement (as defined below) will include standard market interest breakage fees), up to and including the Maturity Date, the Companies may give telephonic notice to MLI PaineWebber to settle, and MLI PaineWebber shall settle, in a commercially reasonable manner (which may require sales over a period of more than 1 day), all or a portion of the Adjustment Shares ("Settlement"), as specified by the Companies, through sale of not less than the number of Paired Shares, the sale of which would result in a Settlement Amount equal to 100% of the Reference Amount on the Settlement Date, and not more than the number of Paired Shares, the sale of which would would, based on PaineWebber's commercially reasonable judgement, result in a Settlement Amount equal to up to 105% of the Reference Amount with respect to the Settlement Shares on the Settlement Date, in any of the manners set forth below, as selected specified by the Companies:Companies (the "Settlement Sale"): (i) an Underwritten Secondary Offering (for which the Companies shall provide at least 21 Business Days prior notice to MLIPaineWebber); (ii) a Block Sale (for which the Companies shall provide at least 3 Business Days prior notice to MLIPaineWebber); (iii) a Gradual Market Distribution (for which the Companies shall provide at least 1 2 Business Days prior notice to MLIPaineWebber);; or (iv) a DRIP Distribution (for which the Companies shall provide at least 1 2 Business Days prior notice to MLI); or (v) a Subscription Distribution (for which the Companies shall provide at least 5 Business Days prior notice to MLIPaineWebber). If Upon the Maturity Date, if the Companies do not specify a manner of sale, a Gradual Market Distribution shall be used. Notwithstanding the foregoing, if the manner of sale for any Settlement Sale is a Gradual Market Distribution and such Gradual Market Distribution is continuing three months following the Maturity Date, PaineWebber may discontinue such Gradual Market Distribution and sell such Paired Shares in any manner set forth above. Settlement procedures with respect to any Settlement shall begin as soon as commercially practicable, as determined by MLIPaineWebber, after MLI PaineWebber receives notice from the Companies and no later than the first Exchange Trading Day after expiration of so specified in the notice period from the Companies, subject to the notice requirements of Sections 3.1(i)-(iv) (unless such notice requirements have been waived by PaineWebber), unless otherwise agreed by the Companies and MLI. At such time as the Companies deliver notice pursuant to this Section 3.1, the Companies may direct MLI to sell not less than the number of Paired Shares equal to the number of Settlement Shares, and MLI shall comply with such direction in a commercially reasonable mannerPaineWebber.

Settlement Sale. Subject On any Reset Date of the type referred to Section 4.2(a)(ii)in clause (i) of the definition of Reset Date, on any Exchange Trading Day that is one month or two months following such a Reset Date or on any other Exchange Trading Date agreed by both partiesDay (in each case, if other than such a Reset Date, the related Settlement (as defined below) will include standard market interest breakage fees), up to and including the Maturity Date, the Companies may give telephonic notice to MLI LBF to settle, and MLI LBF shall settle, in a commercially reasonable manner (which may require sales over a period of more than 1 day), all or a portion of the Adjustment Notional Shares to be settled on the related Settlement Date or Dates, as specified by the Companies ("Settlement"), as specified by the Companies, through sale of not less than the number of Paired Shares, the sale of which would result in a Settlement Amount equal to 100% of the Reference Amount on the Settlement Date, and not more than the number of Paired Shares, the sale of which would result in a Settlement Amount equal equal, to 105% of the Reference Amount on the Settlement Date, in any of the manners set forth below, as selected by the Companies: (i) an Underwritten Secondary Offering (for which the Companies shall provide at least 21 Business Days prior notice to MLILBF); (ii) a Block Sale (for which the Companies shall provide at least 3 Business Days prior notice to MLILBF); (iii) a Gradual Market Distribution (for which the Companies shall provide at least 1 Business Days Day prior notice to MLILBF); (iv) a VWAP Sale (for which the Companies shall provide at least 1 Business Day prior notice to LBF); (v) a DRIP Distribution (for which the Companies shall provide at least 1 Business Days Day prior notice to MLILBF); or (vvi) a Subscription Distribution Pooled Underwritten Secondary Offering (for which the Companies shall provide at least 5 21 Business Days Day prior notice to MLILBF). If the Companies do not specify a manner of sale, a Gradual Market Distribution shall be used. If the Paired Shares delivered by the Companies to LBF pursuant to the Purchase Agreement and this Agreement are not, on the applicable trade date, the subject of an Effective Resale Registration Statement (as defined in Section 6.3), the Companies may not select a VWAP Sale as the manner of Settlement. The number of shares sold as part of a VWAP Sale on any Trade Date shall not be less than 20% of the six-month daily average trading volume of the Paired Shares as calculated by the Calculation Agent and shall not exceed 40% of the six-month daily average trading volume of the Paired Shares as calculated by the Calculation Agent, unless both parties agree otherwise prior to the execution of any trades in connection with such VWAP Sale. In connection with any Underwritten Secondary Offering or Block Sale, LBI shall be the sole 35 manager and underwriter. In connection with a Pooled Underwritten Secondary Offering, LBF and LBI may, in their discretion, elect to (a) participate in such offering as a first-tier co-manager on the same terms as all other first-tier co-managers or (b) receive the Pooling Exit Fee; provided, however, that regardless of the election of LBF and LBI, all of the Notional Shares shall be included in the Pooled Underwritten Secondary Offering. Settlement procedures shall begin as soon as commercially practicable, as determined by MLILBF, after MLI LBF receives notice from the Companies and no later than the first Exchange Trading Day after expiration of the notice period unless otherwise agreed by the Companies and MLILBF. At such time as the Companies deliver notice pursuant to this Section 3.1, the Companies may direct MLI LBF to sell not less than the number of Paired Shares equal to the number of Settlement Shares, and MLI LBF shall comply with such direction in a commercially reasonable manner. In connection with a Gradual Market Distribution, there shall be a separate Settlement Date for each Trade Date. Final Settlement shall occur no later than the Maturity Date. However, if the Companies have not given LBF notice to settle by the Maturity Date, then LBF shall settle the Notional Shares using a Gradual Market Distribution to begin as soon as commercially practicable, as determined by LBF, on or after the Maturity Date.

Settlement Sale. Subject On any Reset Date of the type referred to Section 4.2(a)(ii)in clause (i) of the definition of Reset Date, on any Exchange Trading Day that is one month or two months following such a Reset Date or on any other Exchange Trading Date agreed by both partiesDay (in each case, if other than such a Reset Date, the related Settlement (as defined below) will include standard market interest breakage fees), up to and including the Maturity Date, the Companies may give telephonic notice to MLI NMSSI to settle, and MLI NMSSI shall settle, in a commercially reasonable manner (which may require sales over a period of more than 1 day), all or a portion of the Adjustment Notional Shares to be settled on the related Settlement Date or Dates, as specified by the Companies ("Settlement"), as specified by the Companies, through sale of not less than the number of Paired Shares, the sale of which would result in a Settlement Amount equal to 100% of the Reference Amount on the Settlement Date, and not more than the number of Paired Shares, the sale of which would result in a Settlement Amount equal equal, to 105% of the Reference Amount on the Settlement Date, in any of the manners set forth below, as selected by the Companies: (i) an Underwritten Secondary Offering (for which the Companies shall provide at least 21 Business Days prior notice to MLINMSSI); (ii) a Block Sale (for which the Companies shall provide at least 3 Business Days prior notice to MLINMSSI); (iii) a Gradual Market Distribution (for which the Companies shall provide at least 1 Business Days Day prior notice to MLINMSSI); (iv) a VWAP Sale (for which the Companies shall provide at least 1 Business Day prior notice to NMSSI); (v) a DRIP Distribution (for which the Companies shall provide at least 39 1 Business Days Day prior notice to MLINMSSI); or (vvi) a Subscription Distribution Pooled Underwritten Secondary Offering (for which the Companies shall provide at least 5 21 Business Days Day prior notice to MLINMSSI). If the Companies do not specify a manner of sale, a Gradual Market Distribution shall be used. If the Paired Shares delivered by the Companies to NMSSI pursuant to the Purchase Agreement and this Agreement are not, on the applicable trade date, the subject of an Effective Resale Registration Statement (as defined in Section 6.3), the Companies may not select a VWAP Sale as the manner of Settlement. The number of shares sold as part of a VWAP Sale on any Trade Date shall not be less than 20% of the six-month daily average trading volume of the Paired Shares as calculated by the Calculation Agent and shall not exceed 40% of the six-month daily average trading volume of the Paired Shares as calculated by the Calculation Agent, unless both parties agree otherwise prior to the execution of any trades in connection with such VWAP Sale. In connection with any Underwritten Secondary Offering or Block Sale, NMS shall be the sole manager and underwriter. In connection with a Pooled Underwritten Secondary Offering, NMSSI and NMS may, in their discretion, elect to (a) participate in such offering as a first-tier co-manager on the same terms as all other first-tier co-managers or (b) receive the Pooling Exit Fee; provided, however, that regardless of the election of NMSSI and NMS, all of the Notional Shares shall be included in the Pooled Underwritten Secondary Offering. Settlement procedures shall begin as soon as commercially practicable, as determined by MLINMSSI, after MLI NMSSI receives notice from the Companies and no later than the first Exchange Trading Day after expiration of the notice period unless otherwise agreed by the Companies and MLINMSSI. At such time as the Companies deliver notice pursuant to this Section 3.1, the Companies may direct MLI NMSSI to sell not less than the number of Paired Shares equal to the number of Settlement Shares, and MLI NMSSI shall comply with such direction in a commercially reasonable manner. In connection with a Gradual Market Distribution, there shall be a separate Settlement Date for each Trade Date. Final Settlement shall occur no later than the Maturity Date. However, if the Companies have not given NMSSI notice to settle by the Maturity Date, then NMSSI shall settle the Notional Shares using a Gradual Market Distribution to begin as soon as commercially practicable, as determined by NMSSI, on or after the Maturity Date.

Settlement Sale. Subject to Section 4.2(a)(ii)On any Reset Date, on any Exchange Trading Date that is one month or two months following a Reset Date (in which case, the related Settlement (as defined below) will include standard market interest breakage fees) or on any other Exchange Trading Date agreed by both parties, up to and including the Maturity Date, after the end of the Settlement Restriction Period, the Companies may give telephonic notice to MLI to settle, and MLI shall settle, in a commercially reasonable manner (which may require sales over a period of more than 1 day), all or a portion of the Adjustment Shares ("Settlement"), as specified by the Companies, through sale of not less than the number of Paired Shares, the sale of which would result in a Settlement Amount equal to 100% of the Reference Amount on the Settlement Date, and not more than the number of Paired Shares, Shares the sale of which would result in a Settlement Amount equal equal, to 105% of the Reference Amount on the Settlement Date, in any of the manners set forth below, as selected by the Companies: (i) an Underwritten Secondary Offering (for which the Companies shall provide at least 21 Business Days prior notice to MLI); (ii) a Block Sale (for which the Companies shall provide at least 3 Business Days prior notice to MLI); (iii) a Gradual Market Distribution (for which the Companies shall provide at least 1 Business Days prior notice to MLI);; or (iv) a DRIP Distribution (for which the Companies shall provide at least 1 Business Days prior notice to MLI); or (v) a Subscription Distribution (for which the Companies shall provide at least 5 Business Days prior notice to MLI). If the Companies do not specify a manner of sale, a Gradual Market Distribution shall be used. Settlement procedures shall begin as soon as commercially practicable, as determined by MLI, after MLI receives notice from the Companies and no later than the first Exchange Trading Day after expiration of the notice period unless otherwise agreed by the Companies and MLI. At such time as the Companies deliver notice pursuant to this Section 3.1, the Companies may direct MLI to sell not less than the number of Paired Shares equal to the number of Settlement Shares, and MLI shall comply with such direction in a commercially reasonable manner.