Common use of Delayed Settlement Clause in Contracts

Delayed Settlement. The Buyer understands and agrees that the earliest possible Forward Purchase Closing Date is two Business Days after the first Tender Offer Closing Date (expected to be November 13, 2009, unless otherwise extended), which will be more than three Business Days after the date of the Final Memorandum (as defined in the Purchase Agreement). Accordingly, the Buyer understands and agrees that if it seeks to trade Securities after it enters into this Agreement and prior to a Forward Purchase Closing Date, it will be required, by virtue of the fact that the Securities will settle from time to time, to specify an alternative settlement date at the time of any such trade to prevent a failed settlement. The Buyer further understands and agrees that it should also consult its own advisors in this regard.