Common use of Cash Settlement Clause in Contracts

Cash Settlement. (a) Upon (1) receipt by the Collateral Agent of a notice from the Stock Purchase Contract Agent promptly after the receipt by the Stock Purchase Contract Agent of a notice from a Holder of Normal Common Equity Units that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i) of the Stock Purchase Contract Agreement, to effect a Cash Settlement and (2) receipt from such Holder by the Securities Intermediary for credit to the applicable Collateral Account on or prior to 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the applicable Stock Purchase Date of the applicable Purchase Price in lawful money of the United States by certified or cashier's check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall 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, 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 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 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, upon receipt of Proceeds upon the maturity of the Permitted Investments on a Stock Purchase Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds and deliver any certified or cashier's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Date, and (B) release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Stock Purchase Contract Agent for distribution to the Holders in accordance with the Stock Purchase Contract Agreement.

Cash Settlement. (a) Upon (1) receipt by the Collateral Agent of (1) (i) a notice from the Stock Purchase Contract Agent promptly after the receipt by the Stock Purchase Contract Agent of a notice from that a Holder of Normal Common Equity Units that such Holder a Corporate Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) of the Stock Purchase Contract Agreement, to effect a Cash Settlement settle its Purchase Contract with cash and (2ii) receipt from payment by such Holder by of the Securities Intermediary for credit amount required to settle the applicable Collateral Account on or Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth 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 applicable Stock Purchase Date of Contract Settlement Date, such payments pursuant to the applicable Purchase Price foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashier's cashiers’ check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall instruct shall, upon written direction of the Securities Intermediary Company, promptly to invest any such cash received from a Holder in connection with a Cash Settlement 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, 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 Upon receipt 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 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 Remarketingproceeds, upon receipt of Proceeds if any, upon the maturity of the Permitted Investments on a Stock Purchase DateInvestments, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier's cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments Investments, if any, to the Stock Purchase Contract Agent for distribution payment to the Holders in accordance with the Stock Purchase Contract Agreementrelevant Holder.

Cash Settlement. (a) Upon (1) receipt by the Collateral Agent of (1) (i) a notice from the Stock Purchase Contract Agent promptly after the receipt by the Stock Purchase Contract Agent of a notice from that a Holder of Normal Common Equity Units that such Holder a Corporate Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) of the Stock Purchase Contract Agreement, to effect a Cash Settlement settle its Purchase Contract with cash and (2ii) receipt from payment by such Holder by of the Securities Intermediary for credit amount required to settle the applicable Collateral Account on or Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth 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 applicable Stock Purchase Date of Contract Settlement Date, such payments pursuant to the applicable Purchase Price foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashier's cashiers’ check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall instruct shall, upon written direction of the Securities Intermediary Company, promptly to invest any such cash received from a Holder in connection with a Cash Settlement 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, 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 Upon receipt 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 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 Remarketingproceeds, upon receipt of Proceeds if any, upon the maturity of the Permitted Investments on a Stock Purchase DateInvestments, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier's cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments Investments, if any, to the Stock Purchase Contract Agent for distribution payment to the Holders in accordance with the Stock Purchase Contract Agreementrelevant Holder.

Cash Settlement. (a) Upon (1) receipt by the Collateral Agent of (i) a notice from the Stock Purchase Contract Agent promptly after the receipt by the Stock Purchase Contract Agent of a notice from that a Holder of Normal Common Equity Units that such Holder a Corporate Unit or Treasury Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Stock Purchase Contract Agreement, respectively, to effect a settle its Purchase Contract with Cash Settlement and (2ii) receipt from payment by such Holder by of the Securities Intermediary for credit amount required to settle the applicable Collateral Account on or Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth Business Day immediately preceding the applicable Stock Purchase Contract Settlement Date of the applicable Purchase Price in lawful money of the United States by certified or cashier's cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall instruct shall, upon written direction of the Securities Intermediary Company, promptly to invest any such Cash received from a Holder in Permitted Investments maturing on the Stock Purchase Date. The Company shall instruct the Collateral Agent connection with a Cash Settlement in writing as to the 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. 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 Upon receipt 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 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, upon receipt of Proceeds proceeds upon the maturity of the Permitted Investments on a Stock the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier's cashiers' checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock 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. (Bb) release any amounts 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 earned from of the Purchase Contracts being settled thereby, the Collateral Agent will distribute such Permitted Investments excess to the Stock Purchase Contract Agent for distribution to the Holders in accordance with benefit of the Stock Purchase Contract Agreement.Holder of the related Treasury Units or Corporate Units when received. SECTION 4.5

Cash Settlement. (a) Upon (1) receipt by the Collateral Agent of (1) (i) a notice from the Stock Purchase Contract Agent promptly after the receipt by the Stock Purchase Contract Agent of a notice from that a Holder of Normal Common Equity Units that such Holder a Corporate Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) of the Stock Purchase Contract Agreement, to effect a Cash Settlement settle its Purchase Contract with cash and (2ii) receipt from payment by such Holder by of the Securities Intermediary for credit amount required to settle the applicable Collateral Account on or Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth sixth Business Day or (if all the Remarketings during the Final Three‑Day Remarketing Period result in Failed Remarketings) 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 Date of Contract Settlement Date, such payments pursuant to the applicable Purchase Price foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashier's cashiers’ check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall instruct shall, upon written direction of the Securities Intermediary Company, promptly to invest any such cash received from a Holder in connection with a Cash Settlement 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, 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 Upon receipt 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 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 Remarketingproceeds, upon receipt of Proceeds if any, upon the maturity of the Permitted Investments on a Stock the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier's cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments Investments, if any, to the Stock Purchase Contract Agent for distribution payment to the Holders in accordance with the Stock Purchase Contract Agreementrelevant Holder.

Cash Settlement. (a) Upon (1) receipt by the Collateral Agent of (i) a notice from the Stock Purchase Contract Agent promptly after the receipt by the Stock Purchase Contract Agent of a such notice from that a Holder of Normal Common Equity Units that such Holder a Corporate Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) of the Stock Purchase Contract Agreement, to effect a settle its Purchase Contract with Cash Settlement and (2ii) receipt from payment of the amount required to settle such Purchase Contract by such Holder by the Securities Intermediary for credit to the applicable Collateral Account on or prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth Business Day immediately preceding the applicable Stock Purchase Contract Settlement Date of the applicable Purchase Price in lawful money of the United States by certified or cashier's cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall instruct (x) at the Securities Intermediary written direction of the Company, promptly to invest any such Cash received from a Holder in connection with a Cash Settlement in Permitted Investments maturing on and (y) release from the Stock Purchase Date. The Company shall instruct Pledge, free and clear of any security interest of the Collateral Agent in writing as Company, the Pledged Senior Notes underlying the Corporate Units and Transfer such Pledged Senior Notes to the Permitted Investments in which any such Cash shall be invested; provided, however, that if Holder thereof or its designee pursuant to Section 5.4(g) of 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 IntermediaryPurchase Contract Agreement. Upon a release of Pledged Senior Notes, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash reflect a decrease in the Permitted Investments described in clause (6) 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 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 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 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, upon receipt of Proceeds proceeds upon the maturity of the Permitted Investments on a Stock the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier's cashiers' checks receivedreceived and any funds so wired, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments to the Stock Purchase Contract Agent for distribution payment to the Holders in accordance with the Stock Purchase Contract Agreementrelevant Holders.

Cash Settlement. (a) Upon (1) receipt by the Collateral Agent of (1) (i) a notice from the Stock Purchase Contract Agent promptly after the receipt by the Stock Purchase Contract Agent of a notice from that a Holder of Normal Common Equity Units that such Holder a Corporate Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) of the Stock Purchase Contract Agreement, to effect a Cash Settlement settle its Purchase Contract with cash and (2ii) receipt from payment by such Holder by of the Securities Intermediary for credit amount required to settle the applicable Collateral Account on or Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth 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 applicable Stock Purchase Date of Contract Settlement Date, such payments pursuant to the applicable Purchase Price foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashier's cashiers’ check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall instruct shall, upon written direction of the Securities Intermediary Company, promptly to invest any such cash received from a Holder in connection with a Cash Settlement 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, 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 Upon receipt 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 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 Remarketingproceeds, upon receipt of Proceeds if any, upon the maturity of the Permitted Investments on a Stock Purchase DateInvestments, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier's cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments Investments, if any, to the Stock Purchase Contract Agent for distribution payment to the Holders in accordance with the Stock Purchase Contract Agreement.relevant Holder. DB1/ 132090770.6

Cash Settlement. (a) Upon (1) receipt by the Collateral Agent of (1) (i) a notice from the Stock Purchase Contract Agent promptly after the receipt by the Stock Purchase Contract Agent of a notice from that a Holder of Normal Common Equity Units that such Holder a Corporate Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) of the Stock Purchase Contract Agreement, to effect a Cash Settlement settle its Purchase Contract with cash and (2ii) receipt from payment by such Holder by of the Securities Intermediary for credit amount required to settle the applicable Collateral Account on or Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth sixth Business Day or (if all the Remarketings during the Final Three‑Day Remarketing Period result in Failed Remarketings) 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 Date of Contract Settlement Date, such payments pursuant to the applicable Purchase Price foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashier's cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall instruct shall, upon written direction of the Securities Intermediary Company, promptly to invest any such cash received from a Holder in connection with a Cash Settlement 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, 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 Upon receipt 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 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 Remarketingproceeds, upon receipt of Proceeds if any, upon the maturity of the Permitted Investments on a Stock the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier's cashiers' checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments Investments, if any, to the Stock Purchase Contract Agent for distribution payment to the Holders in accordance with the Stock Purchase Contract Agreementrelevant Holder.

Cash Settlement. (a) Upon (1) receipt by the Collateral Agent of (i) a notice from the Stock Purchase Contract Agent promptly after the receipt by the Stock Purchase Contract Agent of a notice from that a Holder of Normal Common Equity Units that such Holder Income PRIDES or Growth PRIDES has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) or (d)(i) of the Stock Purchase Contract Agreement, respectively, to effect a settle the related Purchase Contracts with Cash Settlement and (2ii) receipt from payment by such Holder by of the Securities Intermediary for credit amount required to the applicable Collateral Account on or settle such Purchase Contracts prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth Business Day immediately preceding the applicable Stock Purchase Contract Settlement Date of the applicable Purchase Price in lawful money of the United States by certified or cashier's cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall instruct the Securities Intermediary (i) promptly to invest any such Cash received from the Holder in connection with a Cash Settlement in Permitted Investments maturing on and (ii) release from the Stock Purchase Date. The Company 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 instruct transfer such Debt Securities or Applicable Ownership Interests in a Treasury Portfolio or Treasury Securities, as the Collateral Agent in writing as case may be, free and clear of the Pledge created hereby, to the Permitted Investments in which any Purchase Contract Agent for the benefit of 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) Holder. Upon receipt 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 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 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, upon receipt of Proceeds proceeds upon the maturity of the Permitted Investments on a Stock the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier's cashiers' checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments to the Stock Purchase Contract Agent for distribution payment to the Holders in accordance with the Stock Purchase Contract Agreementrelevant Holder.

Cash Settlement. (a) Upon (1) receipt by the Collateral Agent of (1) (i) a notice from the Stock Purchase Contract Agent promptly after the receipt by the Stock Purchase Contract Agent of a notice from that a Holder of Normal Common Equity Units that such Holder a Corporate Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) of the Stock Purchase Contract Agreement, to effect a Cash Settlement settle its Purchase Contract with cash and (2ii) receipt from payment by such Holder by of the Securities Intermediary for credit amount required to settle the applicable Collateral Account on or Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth 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 applicable Stock Purchase Date of Contract Settlement Date, such payments pursuant to the applicable Purchase Price foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashier's cashiers’ check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall instruct shall, upon written direction of the Securities Intermediary Company, promptly to invest any such cash received from a Holder in connection with a Cash Settlement 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, 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 Upon receipt 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 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 Remarketingproceeds, upon receipt of Proceeds if any, upon the maturity of the Permitted Investments on a Stock Purchase DateInvestments, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier's cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Contract Settlement Date, and (B) release DB1/ 116050876.5 shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments Investments, if any, to the Stock Purchase Contract Agent for distribution payment to the Holders in accordance with the Stock Purchase Contract Agreementrelevant Holder.

Cash Settlement. (a) Upon (1) receipt by the Collateral Agent of (1) (i) a notice from the Stock Purchase Contract Agent promptly after the receipt by the Stock Purchase Contract Agent of a notice from that a Holder of Normal Common Equity Units that such Holder a Corporate Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) of the Stock Purchase Contract Agreement, to effect a Cash Settlement settle its Purchase Contract with cash and (2ii) receipt from payment by such Holder by of the Securities Intermediary for credit amount required to settle the applicable Collateral Account on or Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth sixth Business Day or (if all the Remarketings during the Final Three-Day Remarketing Period result in Failed Remarketings) 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 Date of Contract Settlement Date, such payments pursuant to the applicable Purchase Price foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashier's cashiers’ check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall instruct shall, upon written direction of the Securities Intermediary Company, promptly to invest any such cash received from a Holder in connection with a Cash Settlement 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, 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 Upon receipt 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 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 Remarketingproceeds, upon receipt of Proceeds if any, upon the maturity of the Permitted Investments on a Stock the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier's cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments Investments, if any, to the Stock Purchase Contract Agent for distribution payment to the Holders in accordance with the Stock Purchase Contract Agreementrelevant Holder.

Cash Settlement. (a) Upon (1) Unless a Holder has effected an Early Settlement or a Merger Early Settlement or a Successful Remarketing has occurred, in the case of Corporate Units, and unless a Termination Event has occurred prior to dates required for notice to elect the Cash Settlement right specified in the Purchase Contract Agreement and the Collateral Agent has received written notice from the Company, the Purchase Contract Agent or, in the case of a Termination Event, from the holders of at least 10% of the outstanding Units of such Early Settlement, Merger Early Settlement, Successful Remarketing or Termination Event, as the case may be, upon receipt by the Collateral Agent of (1) a notice from the Stock Purchase Contract Agent (including a copy of such notice received from the Holder substantially in the form of Exhibit F to the Purchase Contract Agreement) promptly after the receipt by the Stock Purchase Contract Agent of a notice from a Holder of Normal Common Equity a Corporate Units or a Treasury Units that such Holder it has elected, in accordance with the procedures specified in Section 5.02(b)(i5.8(a)(i) or (b)(i) of the Stock Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2) receipt from payment by such Holder by deposit in the Securities Intermediary for credit to the applicable Collateral Account on or prior to 5:00 p.m. 11:00 am. (New York City time) ), on the fourth fifth Business Day immediately preceding the applicable Stock Purchase Contract Settlement Date in the case of Corporate Units, and the Business Day immediately preceding the Purchase Contract Settlement Date in the case of the applicable Treasury Units, of the Purchase Price in lawful money of the United States by certified or cashier's cashiers' check or wire transfer transfer, in each case of immediately available funds fiends payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall 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, 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 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 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, upon receipt of Proceeds upon written directions from the maturity of the Permitted Investments on a Stock Purchase Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds and deliver any certified or cashier's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Date, and (B) release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Stock Purchase Contract Agent for distribution to the Holders in accordance with the Stock Purchase Contract Agreement.Company:

Cash Settlement. (a) Upon (1) receipt by the Collateral Agent of (1) (i) a notice from the Stock Purchase Contract Agent promptly after the receipt by the Stock Purchase Contract Agent of a notice from that a Holder of Normal Common Equity Units that such Holder a Corporate Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) of the Stock Purchase Contract Agreement, to effect a Cash Settlement settle its Purchase Contract with cash and (2ii) receipt from payment by such Holder by of the Securities Intermediary for credit amount required to settle the applicable Collateral Account on or Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth sixth Business Day or (if all the Remarketings during the Final Three‑Day Remarketing Period result in Failed Remarketings) 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 Date of Contract Settlement Date, such payments pursuant to the applicable Purchase Price foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashier's cashiers' check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall instruct shall, upon written direction of the Securities Intermediary Company, promptly to invest any such cash received from a Holder in connection with a Cash Settlement 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, 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 Upon receipt 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 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, upon receipt of Proceeds proceeds upon the maturity of the Permitted Investments on a Stock the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier's cashiers' checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Contract Settlement Date, and (B) release shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments to the Stock Purchase Contract Agent for distribution payment to the Holders in accordance with the Stock Purchase Contract Agreementrelevant Holder.

Cash Settlement. (a) Upon (1) receipt by the Collateral Agent of (1) (i) a notice from the Stock Purchase Contract Agent promptly after the receipt by the Stock Purchase Contract Agent of a notice from that a Holder of Normal Common Equity Units that such Holder a Corporate Unit has elected, in accordance with the procedures specified in Section 5.02(b)(i5.4(a)(i) of the Stock Purchase Contract Agreement, to effect a Cash Settlement settle its Purchase Contract with cash and (2ii) receipt from payment by such Holder by of the Securities Intermediary for credit amount required to settle the applicable Collateral Account on or Purchase Contract prior to 5:00 p.m. (11:00 a.m., New York City time) , on the fourth 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 applicable Stock Purchase Date of Contract Settlement Date, such payments pursuant to the applicable Purchase Price foregoing clause (1) or clause (2) to be in lawful money of the United States and to be made by certified or cashier's cashiers’ check or wire transfer of in immediately available funds payable to or upon the order of the Securities IntermediaryCompany, then the Collateral Agent shall instruct shall, upon written direction of the Securities Intermediary Company, promptly to invest any such cash received from a Holder in connection with a Cash Settlement 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, 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 Upon receipt 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 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 Remarketingproceeds, upon receipt of Proceeds if any, upon the maturity of the Permitted Investments on a Stock Purchase DateInvestments, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds proceeds and deliver any certified or cashier's cashiers’ checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Contract Settlement Date, and (B) release DB1/ 112040219.3 shall distribute any amounts funds in excess respect of the Purchase Price interest earned from such the Permitted Investments Investments, if any, to the Stock Purchase Contract Agent for distribution payment to the Holders in accordance with the Stock Purchase Contract Agreementrelevant Holder.