Common use of Cash Settlement Clause in Contracts

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent that a Holder of a Corporate Unit has elected, in accordance with the procedures specified in Section 5.4(a)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the sixth Business Day or (if all the Remarketings during the Final Three-Day Remarketing Period result in a Failed Remarketing) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, such payments pursuant to the foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashiers’ check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall, upon written direction of the Company, promptly invest any cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds, if any, upon the maturity of the Permitted Investments, the Collateral Agent shall pay the portion of such proceeds and deliver any certified or cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and shall distribute any funds in respect of the interest earned from the Permitted Investments, if any, to the Purchase Contract Agent for payment to the relevant Holder.

Cash Settlement. (a) Upon (1) receipt by the Collateral Agent of (1) (i) a notice from the Stock Purchase Contract Agent that promptly after the receipt by the Stock Purchase Contract Agent of a notice from a Holder of a Corporate Unit Normal Common Equity Units that such Holder has elected, in accordance with the procedures specified in Section 5.4(a)(i5.02(b)(i) of the Stock Purchase Contract Agreement, to settle its Purchase Contract with cash effect a Cash Settlement and (ii2) payment by receipt from such Holder of by the amount required Securities Intermediary for credit to settle the Purchase Contract applicable Collateral Account on or prior to 11:00 a.m., 5:00 p.m. (New York City time, ) on the sixth Business Day or (if all the Remarketings during the Final Three-Day Remarketing Period result in a Failed Remarketing) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the fourth Business Day immediately preceding the applicable Stock Purchase Contract Settlement Date, such payments pursuant to Date of the foregoing clause (1) or clause (2) to be applicable Purchase Price in lawful money of the United States and to be made by certified or cashiers’ cashier's check or wire transfer in of immediately available funds payable to or upon the order of the CompanySecurities Intermediary, then the Collateral Agent shallshall instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments maturing on the Stock Purchase Date. The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any such Cash shall be invested; provided, upon however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.05 pursuant to any direction of the CompanyCompany and in no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide written investment direction. In the event of a Successful Remarketing, promptly invest any cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon upon receipt of the proceeds, if any, Proceeds upon the maturity of the Permitted InvestmentsInvestments on a Stock Purchase Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such proceeds Proceeds and deliver any certified or cashiers’ cashier's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Contract Settlement Date, and shall distribute (B) release any funds amounts in respect excess of the interest Purchase Price earned from the such Permitted Investments, if any, Investments to the Stock Purchase Contract Agent for payment distribution to the relevant HolderHolders in accordance with the Stock Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent that a Holder of a Corporate Unit has elected, in accordance with the procedures specified in Section 5.4(a)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the sixth Business Day or (if all the Remarketings during the Final Three-Day Three‑Day Remarketing Period result in a Failed Remarketing) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, such payments pursuant to the foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashiers’ check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall, upon written direction of the Company, promptly invest any cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds, if any, upon the maturity of the Permitted Investments, the Collateral Agent shall pay the portion of such proceeds and deliver any certified or cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and shall distribute any funds in respect of the interest earned from the Permitted Investments, if any, to the Purchase Contract Agent for payment to the relevant Holder.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent that a Holder of a Corporate Unit or Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the sixth Business Day or (if all the Remarketings during the Final Three-Day Remarketing Period result in a Failed Remarketing) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash Cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, such payments pursuant to the foregoing clause (1) or clause (2) to be Date in lawful money of the United States and to be made by certified or cashiers’ ' check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall, upon written direction of the Company, promptly invest any cash Cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds, if any, proceeds upon the maturity of the Permitted InvestmentsInvestments on the Purchase Contract Settlement Date, the Collateral Agent shall pay the portion of such proceeds and deliver any certified or cashiers’ ' checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and shall distribute any funds in respect of the interest earned from the Permitted Investments, if any, Investments to the Purchase Contract Agent for payment to the relevant Holder.. (b) If a Holder of Corporate Units fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.4(a)(i) of the Purchase Contract Agreement, such failure shall constitute a default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Debentures pursuant to the remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, which is incorporated herein by reference and Section 4.6 hereof, and the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to applicable Pledged Debentures at the direction of the Company to cause the remarketing of such Pledged Debentures. If a Holder of Corporate Units does notify the Purchase Contract Agent as provided in Section 5.4(a)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlement, but fails to make such payment as required by Section 5.4(a)(ii) of the Purchase Contract Agreement, such failure shall constitute a default under the related Purchase Contracts and hereunder, and the Pledged Debentures of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Debentures at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, such Failed Remarketing shall constitute a default hereunder by such Holder, and the Collateral Agent, for the benefit of the Company, will also exercise its rights as a secured party with respect to such Debentures at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. (c) If a Holder of Treasury Units or Corporate Units (if the Treasury Portfolio has replaced the Debentures) fails to notify the Purchase Contract Agent of such Holder's intention to make a Cash Settlement in accordance with Section 5.4(d)(i) of the Purchase Contract Agreement, or if a Holder of Treasury Units or Corporate Units (if the Treasury Portfolio has replaced the Debentures) notifies the Purchase Contract Agent as provided in Section 5.4(d)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlement, but fails to make such payment as required by Section 5.4(d)(ii) of the Purchase Contract Agreement, such failure shall constitute a default under the related Purchase Contracts and hereunder by such Holder and upon the maturity of the related Pledged Treasury Securities or the Pledged Applicable Ownership Interest in the Treasury Portfolio, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of such Pledged Treasury Securities or the portion of the Pledged Applicable Ownership Interest in the Treasury Portfolio corresponding to such Purchase Contracts received by the Collateral Agent shall, upon written direction of the Company, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an aggregate amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the Pledged Treasury Securities or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and the investment earnings earned from such investments is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such excess to the Purchase Contract Agent for the benefit of the Holder of the related Treasury Units or Corporate Units when received. SECTION 4.5

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice that a Holder of a Corporate Unit PIES or Treasury PIES has elected, in accordance with the procedures specified in Section 5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to settle its Purchase Contract with cash and (ii2) payment by such Holder of by deposit in the amount required to settle the Purchase Contract Collateral Account on or prior to 11:00 a.m., New York City time, on the sixth fifth Business Day or (if all the Remarketings during the Final Three-Day Remarketing Period result in a Failed Remarketing) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from in the Purchase Contract Agent that a Holder case of a Treasury Unit has electedCorporate PIES, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, such payments pursuant to in the foregoing clause (1) or clause (2) to be case of the Treasury PIES, of the Purchase Price in lawful money of the United States and to be made by certified or cashiers’ cashier's check or wire transfer in of immediately available funds payable to or upon the order of the CompanySecurities Intermediary, then the Collateral Agent shallshall (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments and (ii) release from the Pledge (1) Pledged Preferred Stock in the case of a Holder of Corporate PIES, upon written direction or (2) Pledged Treasury Securities in the case of a Holder of Treasury PIES with a liquidation or principal amount equal to the product of (x) the Stated Amount times (y) the number of such Purchase Contracts as to which such Holders have elected to effect a cash settlement pursuant to this Section 5.5(a) and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Stock or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holders, in each case free and clear of the CompanyPledge created hereby, promptly invest any cash received from a Holder for distribution to such Holders in connection accordance with a Cash Settlement in Permitted Investmentstheir respective interests. Upon receipt of the proceeds, if any, proceeds upon the maturity of the Permitted InvestmentsInvestments on the Purchase Contract Settlement Date, the Collateral Agent shall (A instruct the Securities Intermediary to pay the portion of such proceeds and deliver any certified or cashiers’ cashier's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and shall distribute (B) instruct the Securities Intermediary to release any funds amounts in respect of the interest earned from the such Permitted Investments, if any, Investments to the Purchase Contract Agent for payment distribution to the relevant HolderHolders in accordance with their respective interests.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent that a Holder of a Corporate Unit has elected, in accordance with the procedures specified in Section 5.4(a)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the sixth Business Day or (if all the Remarketings during the Final Three-Day Three‑Day Remarketing Period result in a Failed Remarketing) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, such payments pursuant to the foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashiers’ check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall, upon written direction of the Company, promptly invest any cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds, if any, upon the maturity of the Permitted Investments, the Collateral Agent shall pay the portion of such proceeds and deliver any certified or cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and DB1/ 116050876.5 shall distribute any funds in respect of the interest earned from the Permitted Investments, if any, to the Purchase Contract Agent for payment to the relevant Holder.

Cash Settlement. (a) Upon receipt by the Collateral Agent of Unless (1) a Termination Event has occurred, (i2) a notice from Holder effects an Early Settlement or a Cash Merger Early Settlement of the underlying Purchase Contract, (3) a Special Event Redemption has occurred prior to the second Business Day immediately preceding the first day of the Final Remarketing Period, or (4) a Successful Optional Remarketing has occurred, each Holder of Corporate Units shall have the right to satisfy in Cash such Holder's Obligations with respect to the Purchase Contract Settlement Date. Each Holder of Corporate Units who intends to pay in Cash to satisfy such Holder's Obligations under the Purchase Contract with respect to the Purchase Contract Settlement Date shall notify the Purchase Contract Agent that by use of a notice in substantially the form of Exhibit E hereto of his intention to pay in cash (a "Cash Settlement") the Purchase Price for the Common Stock to be purchased pursuant to the related Purchase Contract. Such notice shall be given prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the first day of the Final Remarketing Period, but no earlier than the Company's notice of a Final Remarketing as set forth under clause (d)(i) below. Corporate Units Holders may only effect such a Cash Settlement pursuant to this Section 5.02(b) in integral multiples of 20 Corporate Units. A Holder of a Corporate Unit who has elected, so notified the Purchase Contract Agent of his intention to effect a Cash Settlement in accordance with the procedures specified in Section 5.4(a)(i5.02(b)(i) of above shall pay the Purchase Contract Agreement, Price to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle Securities Intermediary for deposit in the Purchase Contract Collateral Account prior to 11:00 a.m., 5:00 p.m. (New York City time, on the sixth Business Day or (if all the Remarketings during the Final Three-Day Remarketing Period result in a Failed Remarketing) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Datefirst day of the Final Remarketing Period, such payments pursuant to the foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashiers’ cashiers check or wire transfer in immediately available funds payable to or upon the order of the CompanySecurities Intermediary. If a Holder of a Corporate Unit fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.02(b)(i), then or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii), such Holder shall be deemed to have consented to the disposition of the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes pursuant to any Remarketing occurring in the Final Remarketing Period as described in Section 5.02(c) below. Promptly after 5:00 p.m. (New York City time) on the Business Day preceding the first day of the Final Remarketing Period, the Purchase Contract Agent, based on notices received by the Purchase Contract Agent pursuant to Section 5.02(b)(i) hereof and notice from the Securities Intermediary regarding cash received by it prior to such time in a notice substantially in the form of Exhibit J hereto, shall notify the Collateral Agent in writing of the aggregate principal amount of Senior Notes attributable to the Pledged Applicable Ownership Interests in Senior Notes to be remarketed in any Remarketing occurring in the Final Remarketing Period. Upon (1) receipt by the Collateral Agent of a notice from the Purchase Contract Agent in substantially the form of Exhibit P hereto promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units that such Holder has elected, in accordance with Section 5.02(b)(i) to effect a Cash Settlement and (2) the payment by such Holder of the Purchase Price in accordance with Section 5.02(b)(ii) above, the Collateral Agent shall: instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments consistent with the instructions of the Company as provided for below in this Section 5.02(b)(v); release from the Pledge the Senior Notes underlying the Pledged Applicable Ownership Interest in Senior Notes related to the Corporate Units as to which such Holder has effected a Cash Settlement; and instruct the Securities Intermediary to Transfer all such Senior Notes to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby, whereupon the Purchase Contract Agent shall Transfer such Senior Notes in accordance with written instructions provided by the Holder thereof or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Senior Notes, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the relevant abandoned property laws of the state where such Senior Notes and interest payments thereon, if any, are held. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments, and provided, further, however, that any such Permitted Investments shall mature on the Purchase Contract Settlement Date. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.02 pursuant to any direction of the Company and in no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall, upon written direction and is hereby authorized to, (A) instruct the Securities Intermediary to remit to the Company on the Purchase Contract Settlement Date such portion of the Company, promptly invest any cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds, if any, upon the maturity of the Permitted Investments, the Collateral Agent shall pay the portion proceeds of such proceeds and deliver any certified or cashiers’ checks received, in an aggregate amount Permitted Investments as is equal to the aggregate Purchase Price, Price under all Purchase Contracts in respect of which Cash Settlement has been affected as provided in this Section 5.02 to the Company on the Purchase Contract Settlement Date, and shall distribute (B) release any funds amounts in respect excess of the interest such amount earned from the such Permitted Investments, if any, Investments to the Purchase Contract Agent for payment distribution to the relevant HolderHolders who have effected Cash Settlement pro-rata in proportion to the amount paid by such Holders under Section 5.02(b)(ii) above.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent that a Holder of a Corporate Unit has elected, in accordance with the procedures specified in Section 5.4(a)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the sixth Business Day or (if all the Remarketings during the Final Three-Day Remarketing Period result in a Failed Remarketing) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, such payments pursuant to the foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashiers’ check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall, upon written direction of the Company, promptly invest any cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds, if any, upon the maturity of the Permitted Investments, the Collateral Agent shall pay the portion of such proceeds and deliver any certified or cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and shall distribute any funds in respect of the interest earned from the Permitted Investments, if any, to the Purchase Contract Agent for payment to the relevant Holder.. DB1/ 132090770.6

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent that a Holder of a Corporate Unit has elected, in accordance with the procedures specified in Section 5.4(a)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the sixth Business Day or (if all the Remarketings during the Final Three-Day Three‑Day Remarketing Period result in a Failed RemarketingRemarketings) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, such payments pursuant to the foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashiers’ ' check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall, upon written direction of the Company, promptly invest any cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds, if any, upon the maturity of the Permitted InvestmentsInvestments on the Purchase Contract Settlement Date, the Collateral Agent shall pay the portion of such proceeds and deliver any certified or cashiers’ ' checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and shall distribute any funds in respect of the interest earned from the Permitted Investments, if any, to the Purchase Contract Agent for payment to the relevant Holder.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent that a Holder of a Corporate Unit has elected, in accordance with the procedures specified in Section 5.4(a)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the sixth Business Day or (if all the Remarketings during the Final Three-Day Three‑Day Remarketing Period result in a Failed RemarketingRemarketings) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, such payments pursuant to the foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashiers’ ' check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall, upon written direction of the Company, promptly invest any cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds, if any, proceeds upon the maturity of the Permitted InvestmentsInvestments on the Purchase Contract Settlement Date, the Collateral Agent shall pay the portion of such proceeds and deliver any certified or cashiers’ ' checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and shall distribute any funds in respect of the interest earned from the Permitted Investments, if any, Investments to the Purchase Contract Agent for payment to the relevant Holder.

Cash Settlement. (a) Upon (1) receipt by the Collateral Agent of (1) (i) a notice from the Stock Purchase Contract Agent promptly after 5:00 p.m. (New York City time) on the eleventh (11th) Business Day immediately preceding each scheduled Stock Purchase Date with respect to notices from Holders of Normal Common Equity Units that a Holder of a Corporate Unit has such Holders have elected, in accordance with the procedures specified in Section 5.4(a)(i5.2(b)(i) of the Stock Purchase Contract Agreement, to settle its Purchase Contract with cash effect a Cash Settlement, and (ii2) payment by receipt from such Holder of by the amount required Securities Intermediary for credit to settle the Purchase Contract applicable Collateral Account at or prior to 11:00 a.m., 5:00 p.m. (New York City time, ) on the sixth Business Day or eleventh (if all the Remarketings during the Final Three-Day Remarketing Period result in a Failed Remarketing11th) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the applicable Stock Purchase Contract Settlement Date, such payments pursuant to Date of the foregoing clause (1) or clause (2) to be applicable Purchase Price in lawful money of the United States and to be made by certified or cashiers’ cashier’s check or wire transfer in of immediately available funds payable to or upon the order of the CompanySecurities Intermediary, then then, subject to receipt of instructions from the Company under Section 3.3(b), the Collateral Agent shallshall instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments maturing on the Stock Purchase Date. In the event of a Successful Remarketing, upon written direction of the Company, promptly invest any cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds, if any, Proceeds upon the maturity of the Permitted InvestmentsInvestments on a Stock Purchase Date, the Collateral Agent shall (i) instruct the Securities Intermediary to pay the portion of such proceeds Proceeds and deliver any certified or cashiers’ cashier’s checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Contract Settlement Date, and shall distribute (ii) release any funds amounts in respect excess of the interest Purchase Price earned from the such Permitted Investments, if any, Investments to the Stock Purchase Contract Agent for payment distribution to the relevant HolderHolders who elected to effect a Cash Settlement in accordance with the Stock Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent that a Holder of a Corporate Unit has elected, in accordance with the procedures specified in Section 5.4(a)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the sixth Business Day or (if all the Remarketings during the Final Three-Day Remarketing Period result in a Failed RemarketingRemarketings) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, such payments pursuant to the foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashiers’ check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall, upon written direction of the Company, promptly invest any cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds, if any, upon the maturity of the Permitted InvestmentsInvestments on the Purchase Contract Settlement Date, the Collateral Agent shall pay the portion of such proceeds and deliver any certified or cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and shall distribute any funds in respect of the interest earned from the Permitted Investments, if any, to the Purchase Contract Agent for payment to the relevant Holder.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent that a Holder of a Corporate Unit has elected, in accordance with the procedures specified in Section 5.4(a)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the sixth Business Day or (if all the Remarketings during the Final Three-Day Three‑Day Remarketing Period result in a Failed Remarketing) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, such payments pursuant to the foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashiers’ check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall, upon written direction of the Company, promptly invest any cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds, if any, upon the maturity of the Permitted Investments, the Collateral Agent shall pay the portion of such proceeds and deliver any certified or cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and DB1/ 112040219.3 shall distribute any funds in respect of the interest earned from the Permitted Investments, if any, to the Purchase Contract Agent for payment to the relevant Holder.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent that a Holder of a Corporate Unit has elected, in accordance with the procedures specified in Section 5.4(a)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the sixth Business Day or (if all the Remarketings during the Final Three-Day Three‑Day Remarketing Period result in a Failed RemarketingRemarketings) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, such payments pursuant to the foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashiers’ check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall, upon written direction of the Company, promptly invest any cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds, if any, upon the maturity of the Permitted InvestmentsInvestments on the Purchase Contract Settlement Date, the Collateral Agent shall pay the portion of such proceeds and deliver any certified or cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and shall distribute any funds in respect of the interest earned from the Permitted Investments, if any, to the Purchase Contract Agent for payment to the relevant Holder.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent that a Holder of a Corporate Unit Income PRIDES or Growth PRIDES has elected, in accordance with the procedures specified in Section 5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to settle its the related Purchase Contract Contracts with cash Cash and (ii) payment by such Holder of the amount required to settle the such Purchase Contract prior to 11:00 a.m., New York City time, on the sixth Business Day or (if all the Remarketings during the Final Three-Day Remarketing Period result in a Failed Remarketing) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract Contracts prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, such payments pursuant to the foregoing clause (1) or clause (2) to be Date in lawful money of the United States and to be made by certified or cashiers’ ' check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall, upon written direction of the Company, shall (i) promptly invest any cash Cash received from a the Holder in connection with a Cash Settlement in Permitted InvestmentsInvestments and (ii) release from the Pledge, (a) the Pledged Debt Securities or Pledged Applicable Ownership Interests in a Treasury Portfolio (in the case of a Holder of Income PRIDES) or (b) the Pledged Treasury Securities (in the case of a Holder of Growth PRIDES), in each case that had been components of such Securities, and shall transfer such Debt Securities or Applicable Ownership Interests in a Treasury Portfolio or Treasury Securities, as the case may be, free and clear of the Pledge created hereby, to the Purchase Contract Agent for the benefit of such Holder. Upon receipt of the proceeds, if any, proceeds upon the maturity of the Permitted InvestmentsInvestments on the Purchase Contract Settlement Date, the Collateral Agent shall pay the portion of such proceeds and deliver any certified or cashiers’ ' checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and shall distribute any funds in respect of the interest earned from the Permitted Investments, if any, Investments to the Purchase Contract Agent for payment to the relevant Holder.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of such notice that a Holder of a Corporate Unit has elected, in accordance with the procedures specified in Section 5.4(a)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash Cash and (ii) payment by such Holder of the amount required to settle the such Purchase Contract by such Holder on or prior to 11:00 a.m., New York City time, on the sixth Business Day or (if all the Remarketings during the Final Three-Day Remarketing Period result in a Failed Remarketing) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, such payments pursuant to the foregoing clause (1) or clause (2) to be Date in lawful money of the United States and to be made by certified or cashiers’ ' check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall, upon shall (x) at the written direction of the Company, promptly invest any cash Cash received from a Holder in connection with a Cash Settlement in Permitted InvestmentsInvestments and (y) release from the Pledge, free and clear of any security interest of the Company, the Pledged Senior Notes underlying the Corporate Units and Transfer such Pledged Senior Notes to the Holder thereof or its designee pursuant to Section 5.4(g) of the Purchase Contract Agreement. Upon a release of Pledged Senior Notes, the Collateral Agent shall reflect a decrease in the aggregate principal amount of such Pledged Senior Notes by an endorsement on the schedule attached to the certificate representing such Pledged Senior Notes. Upon receipt of the proceeds, if any, proceeds upon the maturity of the Permitted InvestmentsInvestments on the Purchase Contract Settlement Date, the Collateral Agent shall pay the portion of such proceeds and deliver any certified or cashiers’ ' checks receivedreceived and any funds so wired, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and shall distribute any funds in respect of the interest earned from the Permitted Investments, if any, Investments to the Purchase Contract Agent for payment to the relevant HolderHolders.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) (i) a notice from the Stock Purchase Contract Agent that promptly after the receipt by the Stock Purchase Contract Agent of a notice from a Holder of a Corporate Unit Normal Common SPACES that such Holder has elected, in accordance with the procedures specified in Section 5.4(a)(i5.02(b)(i) of the Stock Purchase Contract Agreement, to settle its Purchase Contract with cash effect a Cash Settlement and (ii2) payment by such Holder of by deposit in the amount required to settle the Purchase Contract Collateral Account on or prior to 11:00 a.m., 5:00 p.m. (New York City time, ) on the sixth Business Day or (if all the Remarketings during the Final Three-Day Remarketing Period result in a Failed Remarketing) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the fourth Business Day immediately preceding the Stock Purchase Contract Settlement Date, such payments pursuant to Date of the foregoing clause (1) or clause (2) to be Purchase Price in lawful money of the United States and to be made by certified or cashiers’ cashier’s check or wire transfer in of immediately available funds payable to or upon the order of the CompanySecurities Intermediary, then the Collateral Agent shallshall instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments maturing on the Stock Purchase Date. The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any such Cash shall be invested; provided, upon however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.05 pursuant to any direction of the CompanyCompany and in no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction. In the event of a Successful Remarketing, promptly invest any cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon upon receipt of the proceeds, if any, Proceeds upon the maturity of the Permitted InvestmentsInvestments on the Stock Purchase Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such proceeds Proceeds and deliver any certified or cashiers’ cashier’s checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Contract Settlement Date, and shall distribute (B) release any funds amounts in respect excess of the interest Purchase Price earned from the such Permitted Investments, if any, Investments to the Stock Purchase Contract Agent for payment distribution to such Holder in accordance with the relevant HolderStock Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of Unless (1) a Termination Event has occurred, (i2) a notice from Holder effects an Early Settlement or a Cash Merger Early Settlement of the underlying Purchase Contract, (3) a Special Event Redemption has occurred prior to the second Business Day immediately preceding the first day of the Final Remarketing Period, or (4) a Successful Optional Remarketing has occurred, each Holder of Corporate Units shall have the right to satisfy in cash such Holder's Obligations with respect to the Purchase Contract Settlement Date. Each Holder of Corporate Units who intends to pay in cash to satisfy such Holder's Obligations under the Purchase Contract with respect to the Purchase Contract Settlement Date shall notify the Purchase Contract Agent that by use of a notice in substantially the form of Exhibit E hereto of his intention to pay in cash (a "Cash Settlement") the Purchase Price for the Common Stock to be purchased pursuant to the related Purchase Contract. Such notice shall be given prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the first day of the Final Remarketing Period, but no earlier than the Company's notice of a Final Remarketing as set forth under clause (d)(i) below. Corporate Units Holders may only effect such a Cash Settlement pursuant to this Section 5.02(b) in integral multiples of 20 Corporate Units. A Holder of a Corporate Unit who has elected, so notified the Purchase Contract Agent of his intention to effect a Cash Settlement in accordance with the procedures specified in Section 5.4(a)(i5.02(b)(i) of above shall pay the Purchase Contract Agreement, Price to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle Securities Intermediary for deposit in the Purchase Contract Collateral Account prior to 11:00 a.m., 5:00 p.m. (New York City time, on the sixth Business Day or (if all the Remarketings during the Final Three-Day Remarketing Period result in a Failed Remarketing) one Business Day, as applicable, immediately preceding the Purchase Contract Settlement Date, or (2) (i) a notice from the Purchase Contract Agent that a Holder of a Treasury Unit has elected, in accordance with the procedures specified in Section 5.4(c)(i) of the Purchase Contract Agreement, to settle its Purchase Contract with cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Datefirst day of the Final Remarketing Period, such payments pursuant to the foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashiers’ cashiers check or wire transfer in immediately available funds payable to or upon the order of the CompanySecurities Intermediary. If a Holder of a Corporate Unit fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.02(b)(i), then or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii), such Holder shall be deemed to have consented to the disposition of the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes pursuant to any Remarketing occurring in the Final Remarketing Period as described in Section 5.02(c) below. Promptly after 5:00 p.m. (New York City time) on the Business Day preceding the first day of the Final Remarketing Period, the Purchase Contract Agent, based on notices received by the Purchase Contract Agent pursuant to Section 5.02(b)(i) hereof and notice from the Securities Intermediary regarding cash received by it prior to such time in a notice substantially in the form of Exhibit J hereto, shall notify the Collateral Agent in writing of the aggregate principal amount of Senior Notes attributable to the Pledged Applicable Ownership Interests in Senior Notes to be remarketed in any Remarketing occurring in the Final Remarketing Period. Upon (1) receipt by the Collateral Agent of a notice from the Purchase Contract Agent in substantially the form of Exhibit P hereto promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units that such Holder has elected, in accordance with Section 5.02(b)(i) to effect a Cash Settlement and (2) the payment by such Holder of the Purchase Price in accordance with Section 5.02(b)(ii) above, the Collateral Agent shall: instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments consistent with the instructions of the Company as provided for below in this Section 5.02(b)(v); release from the Pledge the Senior Notes underlying the Pledged Applicable Ownership Interest in Senior Notes related to the Corporate Units as to which such Holder has effected a Cash Settlement; and instruct the Securities Intermediary to Transfer all such Senior Notes to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby, whereupon the Purchase Contract Agent shall Transfer such Senior Notes in accordance with written instructions provided by the Holder thereof or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Senior Notes, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the relevant abandoned property laws of the state where such Senior Notes and interest payments thereon, if any, are held. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments, and provided, further, however, that any such Permitted Investments shall mature on the Purchase Contract Settlement Date. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.02 pursuant to any direction of the Company and in no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall, upon written direction and is hereby authorized to, (A) instruct the Securities Intermediary to remit to the Company on the Purchase Contract Settlement Date such portion of the Company, promptly invest any cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds, if any, upon the maturity of the Permitted Investments, the Collateral Agent shall pay the portion proceeds of such proceeds and deliver any certified or cashiers’ checks received, in an aggregate amount Permitted Investments as is equal to the aggregate Purchase Price, Price under all Purchase Contracts in respect of which Cash Settlement has been affected as provided in this Section 5.02 to the Company on the Purchase Contract Settlement Date, and shall distribute (B) release any funds amounts in respect excess of the interest such amount earned from the such Permitted Investments, if any, Investments to the Purchase Contract Agent for payment distribution to the relevant HolderHolders who have effected Cash Settlement pro-rata in proportion to the amount paid by such Holders under Section 5.02(b)(ii) above.