Common use of Cash Settlement Clause in Contracts

Cash Settlement. (a) Upon receipt by the Collateral Agent of (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of such notice that a Holder of an Type A Securities or Type B Securities 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 on or prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by certified or cashiers' check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall promptly invest any Cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds upon the maturity of the Permitted Investments 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 to the Purchase Contract Agent for payment to the relevant Holder. (b) If a Holder of Type A Securities fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.4(a)(i) of the Purchase Contract Agreement, such failure shall constitute 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. If a Holder of Type A Securities does notify the 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 Purchase Contract 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 a Type B Securities fails to notify the Purchase Contract Agent of such Holder's intention to make a Cash Settlement in accordance with Section 5.4(d)(i) of the Purchase Contract Agreement, or if a Holder of a Type B Securities does notify the Agent as provided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlement, but fails to make such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such failure shall constitute a default under the Purchase Contract and hereunder by such Holder and upon the maturity of any 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 the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio 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 amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the appropriate Pledged 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 Type B Securities or Type A Securities when received.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of such notice that a Holder of an Type A Securities Income PRIDES or Type B Securities Growth PRIDES has elected, in accordance with the procedures specified in Section 5.4(a)(i5.3(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 such contract by such Holder on or prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by certified or cashiers' check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall promptly invest any Cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds upon the maturity of the Permitted Investments 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 to the Purchase Contract Agent for payment to the relevant Holder. (b) If a Holder of Type A Securities an Income PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.4(a)(i5.3(a)(i) of the Purchase Contract Agreement, such failure shall constitute a an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Debentures Senior Notes pursuant to the remarketing as described in Section 5.4(b5.3(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of Type A Securities an Income PRIDES does notify the Purchase Contract Agent as provided in Section 5.4(a)(i5.3(a)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlementpay the Purchase Price in cash, but fails to make such payment as required by Section 5.4(a)(ii5.3(a)(ii) of the Purchase Contract Agreement, such failure shall will constitute a an event of default under the Purchase Contract Agreement and hereunder, and the pledged Debentures Senior Notes of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Debentures Senior Notes at the written direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Secondary Remarketing as described in Section 5.4(b5.3(b) of the Purchase Contract Agreement, such Failed Secondary Remarketing shall constitute a an event of default hereunder by such Holder, 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 Senior Notes at the written direction of the Company to retain or dispose of the Collateral in accordance with applicable law. (c) If a Holder of a Type B Securities Growth PRIDES fails to notify the Purchase Contract Agent of such Holder's intention to make a Cash Settlement in accordance with Section 5.4(d)(i5.3(d)(i) of the Purchase Contract Agreement, or if a Holder of a Type B Securities Growth PRIDES does notify the Purchase Contract Agent as provided in paragraph 5.4(d)(i5.3(d)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlementpay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.4(d)(ii5.3(d)(ii) of the Purchase Contract Agreement, such failure shall constitute a an event of default under the Purchase Contract and hereunder by such Holder and upon the maturity of any Pledged Treasury Securities or the Pledged Applicable Ownership Interest in the Treasury PortfolioSecurities, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount at maturity of the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interest in of the Treasury Portfolio Portfolio, received by the Collateral Agent shall, upon written direction of the Company, be invested promptly in any Permitted Investments. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the appropriate Pledged 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 Type B Securities or Type A Securities when received.12

Cash Settlement. (a) Upon receipt by the Collateral Agent of (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of such notice that a Holder of an Type A Securities Income PRIDES or Type B Securities 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 Purchase Contract with Cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract such contract by such Holder on or prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by certified or cashiers' check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall promptly invest any Cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds upon the maturity of the Permitted Investments 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 to the Purchase Contract Agent for payment to the relevant HolderHolders. (b) If a Holder of Type A Securities an Income PRIDES fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.4(a)(i) of the Purchase Contract Agreement, such failure shall constitute a an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Debentures Preferred Shares pursuant to the remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of Type A Securities an Income PRIDES 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 Settlementpay the Purchase Price in cash, but fails to make such payment as required by Section 5.4(a)(ii) of the Purchase Contract Agreement, such failure shall will constitute a an event of default under the Purchase Contract Agreement and hereunder, and the pledged Debentures Preferred Shares 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 Preferred Shares 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 an event of default hereunder by such Holder, 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 Preferred Shares at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. (c) If a Holder of a Type B Securities Growth PRIDES fails to notify the Purchase Contract Agent of such Holder's intention to make a Cash Settlement in accordance with Section 5.4(d)(i) of the Purchase Contract Agreement, or if a Holder of a Type B Securities Growth PRIDES does notify the Purchase Contract Agent as provided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlementpay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such failure shall constitute a an event of default under the Purchase Contract and hereunder by such Holder and upon the maturity of any Pledged Treasury Securities or the Pledged Applicable Ownership Interest in the Treasury PortfolioSecurities, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount at maturity of the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio 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 amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the appropriate Pledged 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 Type B Securities Growth PRIDES or Type A Securities Income PRIDES when received.

Cash Settlement. (a) Upon receipt by the Collateral Agent ---------------- of (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of such notice that a Holder of an Type A Securities or Type B Securities a Corporate Unit has elected, in accordance with the procedures specified in Section 5.4(a)(i) or (d)(i5.6(a)(i) of the Purchase Contract Agreement, respectively, Agreement to settle its Purchase Contract with 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 Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by certified or cashiers' cashier's check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall shall, at the 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 upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall pay the portion of such proceeds and deliver any certified or cashiers' cashier's 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 to the Purchase Contract Agent for payment to the relevant HolderHolders. (b) If a Holder of Type A Securities a Corporate Unit (unless a Tax Event Redemption, Successful Initial Remarketing or Successful Subsequent Remarketing has occurred) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.4(a)(i5.6(a)(i) of the Purchase Contract Agreement, such failure shall constitute a an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Debentures Notes pursuant to the remarketing Final Remarketing as described in Section 5.4(b5.6(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of Type A Securities a Corporate Unit does notify the Purchase Contract Agent as provided in Section 5.4(a)(i5.6(a)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlementpay the Purchase Price in cash, but fails to make such payment as required by Section 5.4(a)(ii5.6(a)(ii) of the Purchase Contract Agreement, such failure shall constitute a default under the Purchase Contract and hereunder, and the pledged Debentures Pledged Notes of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Debentures Notes at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Final Remarketing as described in Section 5.4(b5.6(b) of the Purchase Contract Agreement, such Failed Final Remarketing shall constitute a an additional event of default hereunder by such Holder, 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 Pledged Notes at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. (c) If a Holder of a Type B Securities fails to notify the Purchase Contract Agent of such Holder's intention to make a Cash Settlement in accordance with Section 5.4(d)(i) of the Purchase Contract Agreement, or if a Holder of a Type B Securities does notify the Agent as provided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlement, but fails to make such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such failure shall constitute a default under the Purchase Contract and hereunder by such Holder and upon the maturity of any 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 the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio 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 amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the appropriate Pledged 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 Type B Securities or Type A Securities when received.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of such notice that a Holder of an Type A Securities Income PRIDES or Type B Securities Growth PRIDES has elected, in accordance with the procedures specified in Section 5.4(a)(i5.3(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 such contract by such Holder on or prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by certified or cashiers' ’ check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall promptly invest any Cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds upon the maturity of the Permitted Investments 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 to the Purchase Contract Agent for payment to the relevant Holder. (b) If neither a Tax Event Redemption or a Successful Initial Remarketing has occurred, and a Holder of Type A Securities an Income PRIDES fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.4(a)(i5.3(a)(i) of the Purchase Contract Agreement, such failure shall constitute a an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Debentures Senior Notes pursuant to the remarketing as described in Section 5.4(b5.3(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of Type A Securities an Income PRIDES does notify the Purchase Contract Agent as provided in Section 5.4(a)(i5.3(a)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlementpay the Purchase Price in cash, but fails to make such payment as required by Section 5.4(a)(ii5.3(a)(ii) of the Purchase Contract Agreement, such failure shall will constitute a an event of default under the Purchase Contract Agreement and hereunder, and the pledged Debentures Senior Notes of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Debentures Senior Notes at the written direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Final Remarketing as described in Section 5.4(b5.3(b) of the Purchase Contract Agreement, such Failed Final Remarketing shall constitute a an event of default hereunder by such Holder, 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 Senior Notes at the written direction of the Company to retain or dispose of the Collateral in accordance with applicable law. (c) If a Holder of a Type B Securities Growth PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) fails to notify the Purchase Contract Agent of such Holder's ’s intention to make a Cash Settlement in accordance with Section 5.4(d)(i5.3(d)(i) of the Purchase Contract Agreement, or if a Holder of a Type B Securities Growth PRIDES does notify the Purchase Contract Agent as provided in paragraph 5.4(d)(i5.3(d)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlementpay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.4(d)(ii5.3(d)(ii) of the Purchase Contract Agreement, such failure shall constitute a an event of default under the Purchase Contract and hereunder by such Holder and upon the maturity of any Pledged Treasury Securities or the Pledged Applicable Ownership Interest in the Treasury PortfolioSecurities, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount at maturity of the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio Interests, received by the Collateral Agent shall, upon written direction of the Company, be invested promptly in any Permitted Investments. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the appropriate Pledged 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 Type B Securities Growth PRIDES or Type A Securities Income PRIDES when received.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of such notice that a Holder of an Type A Securities Income PRIDES or Type B Securities Growth PRIDES has elected, in accordance with the procedures specified in Section 5.4(a)(i5.3(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 such contract by such Holder on or prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by certified or cashiers' check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall promptly invest any Cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds upon the maturity of the Permitted Investments 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 to the Purchase Contract Agent for payment to the relevant HolderHolders. (b) If a Holder of Type A Securities an Income PRIDES fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.4(a)(i5.3(a)(i) of the Purchase Contract Agreement, such failure shall constitute a an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Debentures Capital Securities pursuant to the remarketing as described in Section 5.4(b5.3(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of Type A Securities an Income PRIDES does notify the Purchase Contract Agent as provided in Section 5.4(a)(i5.3(a)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlementpay the Purchase Price in cash, but fails to make such payment as required by Section 5.4(a)(ii5.3(a)(ii) of the Purchase Contract Agreement, such failure shall will constitute a an event of default under the Purchase Contract Agreement and hereunder, and the pledged Debentures Capital Securities of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Debentures Capital Securities at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, such Failed Remarketing shall constitute a an event of default hereunder by such Holder, 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 Capital Securities at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. (c) If a Holder of a Type B Securities Growth PRIDES fails to notify the Purchase Contract Agent of such Holder's intention to make a Cash Settlement in accordance with Section 5.4(d)(i5.3(d)(i) of the Purchase Contract Agreement, or if a Holder of a Type B Securities Growth PRIDES does notify the Purchase Contract Agent as provided in paragraph 5.4(d)(i5.3(d)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlementpay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.4(d)(ii5.3(d)(ii) of the Purchase Contract Agreement, such failure shall constitute a an event of default under the Purchase Contract and hereunder by such Holder and upon the maturity of any 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 the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio 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 amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the appropriate Pledged 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 Type B Securities Growth PRIDES or Type A Securities Income PRIDES when received.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of such notice that a Holder of an Type A Securities Income PRIDES or Type B Securities Growth PRIDES has elected, in accordance with the procedures specified in Section 5.4(a)(i5.3(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 such contract by such Holder on or prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by certified or cashiers' check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall promptly invest any Cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds upon the maturity of the Permitted Investments 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 to the Purchase Contract Agent for payment to the relevant Holder. (b) If neither a Tax Event Redemption or a Successful Initial Remarketing has occurred, and a Holder of Type A Securities an Income PRIDES fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.4(a)(i5.3(a)(i) of the Purchase Contract Agreement, such failure shall constitute a an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Debentures Senior Notes pursuant to the remarketing as described in Section 5.4(b5.3(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of Type A Securities an Income PRIDES does notify the Purchase Contract Agent as provided in Section 5.4(a)(i5.3(a)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlementpay the Purchase Price in cash, but fails to make such payment as required by Section 5.4(a)(ii5.3(a)(ii) of the Purchase Contract Agreement, such failure shall will constitute a an event of default under the Purchase Contract Agreement and hereunder, and the pledged Debentures Senior Notes of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Debentures Senior Notes at the written direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Secondary Remarketing as described in Section 5.4(b5.3(b) of the Purchase Contract Agreement, such Failed Secondary Remarketing shall constitute a an event of default hereunder by such Holder, 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 Senior Notes at the written direction of the Company to retain or dispose of the Collateral in accordance with applicable law. (c) If a Holder of a Type B Securities Growth PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) fails to notify the Purchase Contract Agent of such Holder's intention to make a Cash Settlement in accordance with Section 5.4(d)(i5.3(d)(i) of the Purchase Contract Agreement, or if a Holder of a Type B Securities Growth PRIDES does notify the Purchase Contract Agent as provided in paragraph 5.4(d)(i5.3(d)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlementpay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.4(d)(ii5.3(d)(ii) of the Purchase Contract Agreement, such failure shall constitute a an event of default under the Purchase Contract and hereunder by such Holder and upon the maturity of any Pledged Treasury Securities or the Pledged Applicable Ownership Interest in the Treasury PortfolioSecurities, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount at maturity of the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio Interests, received by the Collateral Agent shall, upon written direction of the Company, be invested promptly in any Permitted Investments. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the appropriate Pledged 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 Type B Securities Growth PRIDES or Type A Securities Income PRIDES when received.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of such notice that a Holder of an Type A Securities Income PRIDES or Type B Securities Growth PRIDES has elected, in accordance with the procedures specified in Section 5.4(a)(i5.2(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 such contract by such Holder on or prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by certified or cashiers' check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall promptly invest any Cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds upon the maturity of the Permitted Investments 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 to the Purchase Contract Agent for payment to the relevant Holder. (b) If a Holder of Type A Securities an Income PRIDES fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.4(a)(i5.2(a)(i) of the Purchase Contract Agreement, such failure shall constitute a an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Debentures Preferred Shares pursuant to the remarketing as described in Section 5.4(b5.2(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of Type A Securities an Income PRIDES does notify the Purchase Contract Agent as provided in Section 5.4(a)(i5.2(a)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlementpay the Purchase Price in cash, but fails to make such payment as required by Section 5.4(a)(ii5.2(a)(ii) of the Purchase Contract Agreement, such failure shall will constitute a an event of default under the Purchase Contract Agreement and hereunder, and the pledged Debentures Preferred Shares 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 Preferred Shares at the written direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Remarketing as described in Section 5.4(b5.2(b) of the Purchase Contract Agreement, such Failed Remarketing shall constitute a an event of default hereunder by such Holder, 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 Preferred Shares at the written direction of the Company to retain or dispose of the Collateral in accordance with applicable law. (c) If a Holder of a Type B Securities Growth PRIDES fails to notify the Purchase Contract Agent of such Holder's intention to make a Cash Settlement in accordance with Section 5.4(d)(i5.2(d)(i) of the Purchase Contract Agreement, or if a Holder of a Type B Securities Growth PRIDES does notify the Purchase Contract Agent as provided in paragraph 5.4(d)(i5.2(d)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlementpay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.4(d)(ii5.2(d)(ii) of the Purchase Contract Agreement, such failure shall constitute a an event of default under the Purchase Contract and hereunder by such Holder and upon the maturity of any Pledged Treasury Securities or the Pledged Applicable Ownership Interest in the Treasury PortfolioSecurities, if any, held by the Collateral Agent on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount at maturity of the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio received by the Collateral Agent shall, upon written direction of the Company, be invested promptly in any Permitted Investments. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the appropriate Pledged 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 Type B Securities Growth PRIDES or Type A Securities Income PRIDES when received.

Cash Settlement. (a) Upon receipt by the Collateral --------------- Agent of (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of such notice that a Holder of an Type A Securities or Type B Securities a Corporate Unit has elected, in accordance with the procedures specified in Section 5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, Agreement to settle its Purchase Contract with 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 Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by certified or cashiers' check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall shall, at the 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 upon the maturity of the Permitted Investments 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 to the Purchase Contract Agent for payment to the relevant HolderHolders. (b) If a Holder of Type A Securities a Corporate Unit (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) 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 an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Debentures Senior Notes pursuant to the remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of Type A Securities a Corporate Unit 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 Settlementpay the Purchase Price in cash, 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 Purchase Contract and hereunder, and the pledged Debentures Pledged Senior Notes of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Debentures Senior Notes at the direction of the Company to retain or dispose of the Collateral in accordance with applicable lawlaw and the proceeds of such disposition shall be paid to the Company on the Purchase Contract Settlement Date in settlement of the relevant Purchase Contract. In addition, in the event of a Failed Secondary Remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, such Failed Secondary Remarketing shall constitute a an additional event of default hereunder by such Holder, 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 Pledged Senior Notes at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. (c) If a Holder of a Type B Securities fails to notify the Purchase Contract Agent of such Holder's intention to make a Cash Settlement in accordance with Section 5.4(d)(i) of the Purchase Contract Agreement, or if a Holder of a Type B Securities does notify the Agent as provided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlement, but fails to make such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such failure shall constitute a default under the Purchase Contract and hereunder by such Holder and upon the maturity of any 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 the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio 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 amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the appropriate Pledged 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 Type B Securities or Type A Securities when received.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of such notice that a Holder of an Type A Securities or Type B Securities a Corporate Unit has elected, in accordance with the procedures specified in Section 5.4(a)(i) or (d)(i5.6(a)(i) of the Purchase Contract Agreement, respectively, Agreement to settle its Purchase Contract with 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 Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by certified or cashiers' cashier's check or wire transfer trans fer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall shall, at the 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 upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall pay the portion of such proceeds and deliver any certified or cashiers' cashier's 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 to the Purchase Contract Agent for payment to the relevant HolderHolders. (b) If a Holder of Type A Securities a Corporate Unit (unless a Tax Event Redemption or an earlier Successful Remarketing has occurred) fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.4(a)(i5.6(a)(i) of the Purchase Contract Agreement, such failure shall constitute a an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Debentures Notes pursuant to the remarketing Final Remarketing as described in Section 5.4(b5.6(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of Type A Securities a Corporate Unit does notify the Purchase Contract Agent as provided in Section 5.4(a)(i5.6(a)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlementpay the Purchase Price in cash, but fails to make such payment as required by Section 5.4(a)(ii5.6(a)(ii) of the Purchase Contract Agreement, such failure shall constitute a default under the Purchase Contract and hereunder, and the pledged Debentures Pledged Notes of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Debentures Notes at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Final Remarketing as described in Section 5.4(b5.6(b) of the Purchase Contract Agreement, such Failed Final Remarketing shall constitute a an additional event of default hereunder by such Holder, 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 Pledged Notes at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. (c) If a Holder of a Type B Securities fails to notify the Purchase Contract Agent of such Holder's intention to make a Cash Settlement in accordance with Section 5.4(d)(i) of the Purchase Contract Agreement, or if a Holder of a Type B Securities does notify the Agent as provided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlement, but fails to make such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such failure shall constitute a default under the Purchase Contract and hereunder by such Holder and upon the maturity of any 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 the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio 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 amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the appropriate Pledged 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 Type B Securities or Type A Securities when received.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of such notice that a Holder of an Type A Securities Income PRIDES or Type B Securities 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 Purchase Contract with Cash cash and (ii) payment by such Holder of the amount required to settle the Purchase Contract on or prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date in lawful lawftil money of the United States by certified or cashiers' check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall shall, upon the written direction of the Purchase Contract Agent, promptly invest any Cash received from a Holder in connection with a Cash Settlement in Permitted Investments. Upon receipt of the proceeds upon the maturity of the Permitted Investments 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 to the Purchase Contract Agent for payment to the relevant HolderHolders. (b) If a Holder of Type A Securities an Income PRIDES fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section paragraph 5.4(a)(i) of the Purchase Contract Agreement, such failure shall constitute a an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Debentures pledged Preferred Securities pursuant to the remarketing as described in Section paragraph 5.4(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of Type A Securities an Income PRIDES does notify the Agent as provided in Section paragraph 5.4(a)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlementpay the Purchase Price in cash, but fails to make such payment as required by Section paragraph 5.4(a)(ii) of the Purchase Contract Agreement, such failure shall constitute a default under the Purchase Contract and hereunder, and the pledged Debentures Preferred Securities of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Debentures Preferred Securities at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Remarketing as described in Section paragraph 5.4(b) of the Purchase Contract Agreement, such Failed Remarketing shall constitute a an event of default hereunder by such Holder, 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 Preferred Securities at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. (c) If a Holder of a Type B Securities Growth PRIDES fails to notify the Purchase Contract Agent of such Holder's intention to make a Cash Settlement in accordance with Section paragraph 5.4(d)(i) of the Purchase Contract Agreement, or if a Holder of a Type B Securities an Income PRIDES does notify the Agent as provided in paragraph 5.4(d)(i(d)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlementpay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such failure shall constitute a an event of default under the Purchase Contract and hereunder by such Holder and upon the maturity of any 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 the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio received by the Collateral Agent shall, upon written direction of the CompanyPurchase Contract Agent, be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the appropriate Pledged 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 Type B Securities Growth PRIDES or Type A Securities Income PRIDES when received.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of such notice that a Holder of an Type A Securities or Type B Securities Income PRIDES has elected, in accordance with the procedures specified in Section 5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, Agreement to settle its Purchase Contract with 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 Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by certified or cashiers' check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall shall, at the 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 upon the maturity of the Permitted Investments 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 to the Purchase Contract Agent for payment to the relevant HolderHolders. (b) If a Holder of Type A Securities an Income PRIDES (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) 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 an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Debentures Notes pursuant to the remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of Type A Securities an Income PRIDES 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 Settlementpay the Purchase Price in cash, 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 Purchase Contract and hereunder, and the pledged Debentures Pledged Notes of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Debentures Notes at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. In addition, in the event of a Failed Secondary Remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, such Failed Secondary Remarketing shall constitute a an additional event of default hereunder by such Holder, 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 Pledged Notes at the direction of the Company to retain or dispose of the Collateral in accordance with applicable law. (c) If a Holder of a Type B Securities fails to notify the Purchase Contract Agent of such Holder's intention to make a Cash Settlement in accordance with Section 5.4(d)(i) of the Purchase Contract Agreement, or if a Holder of a Type B Securities does notify the Agent as provided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlement, but fails to make such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such failure shall constitute a default under the Purchase Contract and hereunder by such Holder and upon the maturity of any 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 the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio 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 amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the appropriate Pledged 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 Type B Securities or Type A Securities when received.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (i) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of such notice that a Holder of an Type A Securities or Type B Securities a Corporate Unit has elected, in accordance with the procedures specified in Section 5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, Agreement to settle its Purchase Contract with 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 Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by certified or cashiers' check or wire transfer in immediately available funds payable to or upon the order of the Company, then the Collateral Agent shall shall, at the 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 upon the maturity of the Permitted Investments 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 to the Purchase Contract Agent for payment to the relevant HolderHolders. (b) If a Holder of Type A Securities a Corporate Unit (unless a Tax Event Redemption or a Successful Initial Remarketing has occurred) 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 an event of default under the Purchase Contract Agreement and hereunder, and the Holder shall be deemed to have consented to the disposition of the Pledged Debentures Senior Notes pursuant to the remarketing as described in Section 5.4(b) of the Purchase Contract Agreement, which is incorporated herein by reference. If a Holder of Type A Securities a Corporate Unit 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 Settlementpay the Purchase Price in cash, 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 Purchase Contract and hereunder, and the pledged Debentures Pledged Senior Notes of such a Holder will not shall 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 a Type B Securities fails to notify the Purchase Contract Agent of such Holder's intention to make a Cash Settlement in accordance with Section 5.4(d)(i) of the Purchase Contract Agreement, or if a Holder of a Type B Securities does notify the Agent as provided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of its intention to make a Cash Settlement, but fails to make such payment as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such failure shall constitute a default under the Purchase Contract and hereunder by such Holder and upon the maturity of any 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 the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio 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 amount equal to the Purchase Price will be remitted to the Company as payment thereof. In the event the sum of the proceeds from the related Pledged Treasury Securities or the appropriate Pledged 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 Type B Securities or Type A Securities when received.Remarketing