Common use of Cash Settlement Clause in Contracts

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice that a Holder of a Corporate PIES or Treasury PIES has elected, in accordance with the procedures specified in Section 5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to settle its Purchase Contract with cash and (2) payment by such Holder by deposit in the Collateral Account on or prior to 11:00 a.m., New York City time, on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, in the case of Corporate PIES, and the Business Day immediately preceding the Purchase Contract Settlement Date, in the case of the Treasury PIES, of the 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 (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments and (ii) release from the Pledge (1) Pledged Preferred Stock in the case of a Holder of Corporate PIES, or (2) Pledged Treasury Securities in the case of a Holder of Treasury PIES with a liquidation or principal amount equal to the product of (x) the Stated Amount times (y) the number of such Purchase Contracts as to which such Holders have elected to effect a cash settlement pursuant to this Section 5.5(a) and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Stock or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holders, in each case free and clear of the Pledge created hereby, for distribution to such Holders in accordance with their respective interests. Upon receipt of the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A instruct the Securities Intermediary to pay the portion of such proceeds and deliver any certified or cashier's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in respect of the interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to the relevant Holders in accordance with their respective interests.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice that a Holder of a Corporate PIES Unit or Treasury PIES Unit has elected, in accordance with the procedures specified in Section 5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to settle its Purchase Contract with cash and (2) payment by such Holder by deposit in the Collateral Account on or prior to 11:00 a.m., New York City time, (A) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, Date in the case of a Corporate PIES, and Unit or (B) on the Business Day immediately preceding the Purchase Contract Settlement Date, Date in the case of the a Treasury PIESUnit, of the 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 (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments of the type described in clause (vi) of the definition thereof unless it has received other instructions from the Company by 10:30 a.m., New York time, on such date and (ii) release from the Pledge (1) Pledged Preferred Stock Debentures in the case of a Holder of Corporate PIES, Units or (2) Pledged Treasury Securities in the case of a Holder of Treasury PIES Units, in each case with a liquidation or principal amount at maturity equal to the product of (x) the Stated Amount times (y) the number of such Purchase Contracts as to which such Holders have elected to effect a cash settlement Cash Settlement pursuant to this Section 5.5(a) and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Stock Debentures or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holders, in each case free and clear of the Pledge created herebyPledge, for distribution to such Holders in accordance with their respective interests. Upon receipt of the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A 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 Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in respect of the interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to the relevant Holders in accordance with their respective interests.

Cash Settlement. (a) Upon Unless a Holder has effected an Early Settlement or a Merger Early Settlement or a Successful Remarketing during the Period for Early Remarketing has occurred, in the case of Corporate PIES, 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 PIES 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 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 Purchase Contract Agent of a notice that from a Holder of a Corporate PIES or a Treasury PIES that it has elected, in accordance with the procedures specified in Section 5.4(a)(i5.8(a)(i) or (d)(ib)(i) of the Purchase Contract Agreement, respectively, to settle its Purchase Contract with cash effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 11:00 a.m., a.m. (New York City time), on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, Date in the case of Corporate PIES, and the Business Day immediately preceding the Purchase Contract Settlement Date, Date in the case of the Treasury PIES, 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 payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments and (ii) release upon receipt of written directions from the Pledge (1) Pledged Preferred Stock in the case of a Holder of Corporate PIES, or (2) Pledged Treasury Securities in the case of a Holder of Treasury PIES with a liquidation or principal amount equal to the product of (x) the Stated Amount times (y) the number of such Purchase Contracts as to which such Holders have elected to effect a cash settlement pursuant to this Section 5.5(a) and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Stock or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holders, in each case free and clear of the Pledge created hereby, for distribution to such Holders in accordance with their respective interests. Upon receipt of the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A instruct the Securities Intermediary to pay the portion of such proceeds and deliver any certified or cashier's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in respect of the interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to the relevant Holders in accordance with their respective interests.Company:

Cash Settlement. (a) Unless the Treasury Portfolio has replaced the Notes as a component of Equity Units as a result of a successful Initial Remarketing of the Pledged Notes or a Tax Event Redemption, a Holder of Equity Units may settle the related Warrant with Cash on the fourth business day immediately preceding the Warrant Settlement Date. Upon receipt by the Collateral Agent of (1) (i) in the case of Equity Units, a notice from the Purchase Contract Warrant Agent promptly after the receipt by the Purchase Contract Warrant Agent of a notice that from a Holder of a Corporate PIES Equity Units prior to or Treasury PIES at 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Warrant Settlement Date that such Holder has elected, in accordance with the procedures specified in Section 5.4(a)(i) or (d)(i5.03(a)(i) of the Purchase Contract AgreementWarrant Agreement to effect a Cash Settlement, respectivelyor (ii) in the case of Treasury Equity Units, receipt of such notice on the second Business Day immediately preceding the Warrant Settlement Date that such Holder has elected, in accordance with the procedures specified in Section 5.03(f)(i) of the Warrant Agreement to settle its Purchase Contract with cash effect a Cash Settlement, and (2) payment by such Holder by deposit in the Collateral Account on or prior to 11:00 a.m., or at 5:00 p.m. (New York City time) (i) in the case of Equity Units, which may only be settled in integral multiples of 40 Warrants, on the fifth fourth Business Day immediately preceding the Purchase Contract Warrant Settlement Date, or (ii) in the case of Corporate PIESTreasury Equity Units, and on the Business Day immediately preceding the Purchase Contract Warrant Settlement Date, in the case of the Treasury PIES, of the 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 (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments and (ii) release from the Pledge (1) Pledged Preferred Stock in the case of a Holder of Corporate PIES, or (2) Pledged Treasury Securities in the case of a Holder of Treasury PIES with a liquidation or principal amount equal to the product of (x) the Stated Amount times (y) the number of such Purchase Contracts as to which such Holders have elected to effect a cash settlement pursuant to this Section 5.5(a) and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Stock or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holders, in each case free and clear of the Pledge created hereby, for distribution to such Holders in accordance with their respective interests. Upon receipt of the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A instruct the Securities Intermediary to pay the portion of such proceeds and deliver any certified or cashier's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in respect of the interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to the relevant Holders in accordance with their respective interests.shall:

Cash Settlement. (a) Upon (1) receipt by the Collateral Agent of (1) a notice from the Stock Purchase Contract Agent promptly after the receipt by the Stock Purchase Contract Agent of a notice that from a Holder of a Corporate PIES or Treasury PIES Normal Common Equity Units that such Holder has elected, in accordance with the procedures specified in Section 5.4(a)(i) or (d)(i5.2(b)(i) of the Stock Purchase Contract Agreement, respectivelyto effect a Cash Settlement or has elected, in accordance with the procedures specified in Section 10(d)(ii) of the applicable Certificate of Designations not to settle its Purchase Contract with cash exercise the Put Right, and (2) payment by receipt from such Holder by deposit in the Securities Intermediary for credit to the applicable Collateral Account on at or prior to 11:00 a.m., 5:00 p.m. (New York City time, ) on the fifth eleventh (11th) Business Day immediately preceding the applicable Stock Purchase Contract Settlement Date, in the case of Corporate PIES, and the Business Day immediately preceding the Purchase Contract Settlement Date, in the case Date of the Treasury PIES, of the applicable Purchase Price in lawful money of the United States by certified or cashier's ’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments and (ii) release from maturing on the Pledge (1) Pledged Preferred Stock Purchase Date. The Company shall instruct the Collateral Agent in the case of a Holder of Corporate PIES, or (2) Pledged Treasury Securities in the case of a Holder of Treasury PIES with a liquidation or principal amount equal writing as to the product of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (xNew York City time) on the Stated Amount times (y) day such Cash is received by the number of such Purchase Contracts as Collateral Agent or to which such Holders have elected to effect a cash settlement pursuant to this Section 5.5(a) and be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to Transfer all invest such Pledged Preferred Stock Cash in the Permitted Investments described in clause (vi) 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 Pledged Treasury Securities, as other damage based on acting or omitting to act under this Section 5.6 pursuant to any direction of the case may be, to Company and in no event shall the Purchase Contract Collateral Agent or Securities Intermediary be liable for the benefit selection of such Holders, in each case free Permitted Investments or for investment losses incurred thereon. The Collateral Agent and clear Securities Intermediary shall have no liability with respect to losses incurred as a result of the Pledge created herebyfailure of the Company to provide written investment direction. In the event of a Successful Remarketing, for distribution to such Holders in accordance with their respective interests. Upon upon receipt of the proceeds Proceeds upon the maturity of the Permitted Investments on the a Stock Purchase Contract Settlement Date, the Collateral Agent shall (A i) instruct the Securities Intermediary to pay the portion of such proceeds Proceeds and deliver any certified or cashier's ’s checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Contract Settlement Date, and (Bii) instruct the Securities Intermediary to release any amounts in respect excess of the interest Purchase Price earned from such Permitted Investments to the Stock Purchase Contract Agent for distribution to the relevant Holders who elected to effect a Cash Settlement in accordance with their respective intereststhe Stock Purchase Contract Agreement.

Cash Settlement. (a) Upon (1) receipt by the Collateral Agent of (1) a notice from the Stock Purchase Contract Agent promptly after 5:00 p.m. (New York City time) on the receipt by the eleventh (11th) Business Day immediately preceding each scheduled Stock Purchase Contract Agent Date with respect to notices from Holders of a notice Normal Common Equity Units that a Holder of a Corporate PIES or Treasury PIES has such Holders have elected, in accordance with the procedures specified in Section 5.4(a)(i) or (d)(i5.2(b)(i) of the Stock Purchase Contract Agreement, respectivelyto effect a Cash Settlement, to settle its Purchase Contract with cash and (2) payment by receipt from such Holder by deposit in the Securities Intermediary for credit to the applicable Collateral Account on at or prior to 11:00 a.m., 5:00 p.m. (New York City time, ) on the fifth eleventh (11th) Business Day immediately preceding the applicable Stock Purchase Contract Settlement Date, in the case of Corporate PIES, and the Business Day immediately preceding the Purchase Contract Settlement Date, in the case Date of the Treasury PIES, of the applicable Purchase Price in lawful money of the United States by certified or cashier's ’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then then, subject to receipt of instructions from the Company under Section 3.3(b), the Collateral Agent shall (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments and (ii) release from maturing on the Pledge (1) Pledged Preferred Stock in Purchase Date. In the case event of a Holder of Corporate PIESSuccessful Remarketing, or (2) Pledged Treasury Securities in the case of a Holder of Treasury PIES with a liquidation or principal amount equal to the product of (x) the Stated Amount times (y) the number of such Purchase Contracts as to which such Holders have elected to effect a cash settlement pursuant to this Section 5.5(a) and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Stock or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holders, in each case free and clear of the Pledge created hereby, for distribution to such Holders in accordance with their respective interests. Upon upon receipt of the proceeds Proceeds upon the maturity of the Permitted Investments on the a Stock Purchase Contract Settlement Date, the Collateral Agent shall (A i) instruct the Securities Intermediary to pay the portion of such proceeds Proceeds and deliver any certified or cashier's ’s checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Contract Settlement Date, and (Bii) instruct the Securities Intermediary to release any amounts in respect excess of the interest Purchase Price earned from such Permitted Investments to the Stock Purchase Contract Agent for distribution to the relevant Holders who elected to effect a Cash Settlement in accordance with their respective intereststhe Stock Purchase Contract Agreement.

Cash Settlement. (a) Upon Unless a Holder has effected an Early Settlement or a Merger Early Settlement or a Successful Remarketing has occurred, in the case of Corporate PIES, 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 PIES 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 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 Purchase Contract Agent of a notice that from a Holder of a Corporate PIES or a Treasury PIES that it has elected, in accordance with the procedures specified in Section 5.4(a)(i5.8(a)(i) or (d)(ib)(i) of the Purchase Contract Agreement, respectively, to settle its Purchase Contract with cash effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 11:00 a.m., a.m. (New York City time), on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, Date in the case of Corporate PIES, and the Business Day immediately preceding the Purchase Contract Settlement Date, Date in the case of the Treasury PIES, 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 payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments and (ii) release upon receipt of written directions from the Pledge (1) Pledged Preferred Stock in the case of a Holder of Corporate PIES, or (2) Pledged Treasury Securities in the case of a Holder of Treasury PIES with a liquidation or principal amount equal to the product of (x) the Stated Amount times (y) the number of such Purchase Contracts as to which such Holders have elected to effect a cash settlement pursuant to this Section 5.5(a) and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Stock or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holders, in each case free and clear of the Pledge created hereby, for distribution to such Holders in accordance with their respective interests. Upon receipt of the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A instruct the Securities Intermediary to pay the portion of such proceeds and deliver any certified or cashier's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in respect of the interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to the relevant Holders in accordance with their respective interests.Company:

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice that a Holder of a Corporate PIES Unit or Treasury PIES Unit has elected, in accordance with the procedures specified in Section 5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to settle its Purchase Contract with cash and (2) payment by such Holder by deposit in the Collateral Account on or prior to 11:00 a.m., New York City time, on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, in the case of Corporate PIES, and the Business Day immediately preceding the Purchase Contract Settlement Date, in the case of the Treasury PIES, Date of the Purchase Price in lawful money of the United States by certified or cashier's 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 (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments and (ii) release from the Pledge (1) Pledged Preferred Stock Debentures in the case of a Holder of Corporate PIESUnits, or (2) Pledged Treasury Securities in the case of a Holder of Treasury PIES Units, in each case with a liquidation or principal amount at maturity equal to the product of (x) the Stated Amount times (y) the number of such Purchase Contracts as to which such Holders have elected to effect a cash settlement pursuant to this Section 5.5(a) and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Stock Debentures or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holders, in each case free and clear of the Pledge created herebyPledge, for distribution to such Holders in accordance with their respective interests. Upon receipt of the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A A) instruct the Securities Intermediary to pay the portion of such proceeds and deliver any certified or cashier's cashier s checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in respect of the interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to the relevant Holders in accordance with their respective interests.

Cash Settlement. (a) Upon receipt by the Collateral Agent of Unless (1) a notice from Termination Event has occurred, (2) a Holder effects an Early Settlement or a Cash Merger Early Settlement of the underlying Purchase Contract, (3) a Special Event Redemption has occurred prior to the second Business Day immediately preceding the first day of the Final Remarketing Period, or (4) a Successful Optional Remarketing has occurred, each Holder of Corporate Units shall have the right to satisfy in cash such Holder's Obligations with respect to the Purchase Contract Settlement Date. Each Holder of Corporate Units who intends to pay in cash to satisfy such Holder's Obligations under the Purchase Contract with respect to the Purchase Contract Settlement Date shall notify the Purchase Contract Agent promptly after by use of a notice in substantially the receipt by form of Exhibit E hereto of his intention to pay in cash (a "Cash Settlement") the Purchase Price for the Common Stock to be purchased pursuant to the related Purchase Contract. Such notice shall be given prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the first day of the Final Remarketing Period, but no earlier than the Company's notice of a Final Remarketing as set forth under clause (d)(i) below. Corporate Units Holders may only effect such a Cash Settlement pursuant to this Section 5.02(b) in integral multiples of 20 Corporate Units. A Holder of a Corporate Unit who has so notified the Purchase Contract Agent of his intention to effect a notice that a Holder of a Corporate PIES or Treasury PIES has elected, Cash Settlement in accordance with the procedures specified in Section 5.4(a)(i5.02(b)(i) or (d)(i) of above shall pay the Purchase Contract Agreement, respectively, Price to settle its Purchase Contract with cash and (2) payment by such Holder by the Securities Intermediary for deposit in the Collateral Account on or prior to 11:00 a.m., 5:00 p.m. (New York City time, ) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, in the case of Corporate PIES, and the Business Day immediately preceding the Purchase Contract Settlement Date, in the case first day of the Treasury PIESFinal Remarketing Period, of the 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 Intermediary. If a Holder of a Corporate Unit fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.02(b)(i), then or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii), such Holder shall be deemed to have consented to the disposition of the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes pursuant to any Remarketing occurring in the Final Remarketing Period as described in Section 5.02(c) below. Promptly after 5:00 p.m. (New York City time) on the Business Day preceding the first day of the Final Remarketing Period, the Purchase Contract Agent, based on notices received by the Purchase Contract Agent pursuant to Section 5.02(b)(i) hereof and notice from the Securities Intermediary regarding cash received by it prior to such time in a notice substantially in the form of Exhibit J hereto, shall notify the Collateral Agent shall in writing of the aggregate principal amount of Senior Notes attributable to the Pledged Applicable Ownership Interests in Senior Notes to be remarketed in any Remarketing occurring in the Final Remarketing Period. Upon (i1) receipt by the Collateral Agent of a notice from the Purchase Contract Agent in substantially the form of Exhibit P hereto promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units that such Holder has elected, in accordance with Section 5.02(b)(i) to effect a Cash Settlement and (2) the payment by such Holder of the Purchase Price in accordance with Section 5.02(b)(ii) above, the Collateral Agent shall: instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments and (ii) consistent with the instructions of the Company as provided for below in this Section 5.02(b)(v); release from the Pledge (1) the Senior Notes underlying the Pledged Preferred Stock Applicable Ownership Interest in the case of a Holder of Corporate PIES, or (2) Pledged Treasury Securities in the case of a Holder of Treasury PIES with a liquidation or principal amount equal Senior Notes related to the product of (x) the Stated Amount times (y) the number of such Purchase Contracts Corporate Units as to which such Holders have elected to effect Holder has effected a cash settlement pursuant to this Section 5.5(a) Cash Settlement; and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Stock or Pledged Treasury Securities, as the case may be, Senior Notes to the Purchase Contract Agent for the benefit of distribution to such HoldersHolder, in each case free and clear of the Pledge created hereby, for distribution to whereupon the Purchase Contract Agent shall Transfer such Holders Senior Notes in accordance with their respective interestswritten instructions provided by the Holder thereof or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Senior Notes, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the relevant abandoned property laws of the state where such Senior Notes and interest payments thereon, if any, are held. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments, and provided, further, however, that any such Permitted Investments shall mature on the Purchase Contract Settlement Date. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.02 pursuant to any direction of the Company and in no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall shall, and is hereby authorized to, (A A) instruct the Securities Intermediary to pay remit to the Company on the Purchase Contract Settlement Date such portion of the proceeds of such proceeds and deliver any certified or cashier's checks received, in an aggregate amount Permitted Investments as is equal to the aggregate Purchase Price, Price under all Purchase Contracts in respect of which Cash Settlement has been affected as provided in this Section 5.02 to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in respect excess of the interest such amount earned from such Permitted Investments to the Purchase Contract Agent for distribution to the relevant Holders who have effected Cash Settlement pro-rata in accordance with their respective interestsproportion to the amount paid by such Holders under Section 5.02(b)(ii) above.

Cash Settlement. (a) Upon receipt by the Collateral Agent of Unless (1) a notice from Termination Event has occurred, (2) a Holder effects an Early Settlement or a Cash Merger Early Settlement of the underlying Purchase Contract, (3) a Special Event Redemption has occurred prior to the second Business Day immediately preceding the first day of the Final Remarketing Period, or (4) a Successful Optional Remarketing has occurred, each Holder of Corporate Units shall have the right to satisfy in Cash such Holder's Obligations with respect to the Purchase Contract Settlement Date. Each Holder of Corporate Units who intends to pay in Cash to satisfy such Holder's Obligations under the Purchase Contract with respect to the Purchase Contract Settlement Date shall notify the Purchase Contract Agent promptly after by use of a notice in substantially the receipt by form of Exhibit E hereto of his intention to pay in cash (a "Cash Settlement") the Purchase Price for the Common Stock to be purchased pursuant to the related Purchase Contract. Such notice shall be given prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the first day of the Final Remarketing Period, but no earlier than the Company's notice of a Final Remarketing as set forth under clause (d)(i) below. Corporate Units Holders may only effect such a Cash Settlement pursuant to this Section 5.02(b) in integral multiples of 20 Corporate Units. A Holder of a Corporate Unit who has so notified the Purchase Contract Agent of his intention to effect a notice that a Holder of a Corporate PIES or Treasury PIES has elected, Cash Settlement in accordance with the procedures specified in Section 5.4(a)(i5.02(b)(i) or (d)(i) of above shall pay the Purchase Contract Agreement, respectively, Price to settle its Purchase Contract with cash and (2) payment by such Holder by the Securities Intermediary for deposit in the Collateral Account on or prior to 11:00 a.m., 5:00 p.m. (New York City time, ) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, in the case of Corporate PIES, and the Business Day immediately preceding the Purchase Contract Settlement Date, in the case first day of the Treasury PIESFinal Remarketing Period, of the 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 Intermediary. If a Holder of a Corporate Unit fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.02(b)(i), then or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii), such Holder shall be deemed to have consented to the disposition of the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes pursuant to any Remarketing occurring in the Final Remarketing Period as described in Section 5.02(c) below. Promptly after 5:00 p.m. (New York City time) on the Business Day preceding the first day of the Final Remarketing Period, the Purchase Contract Agent, based on notices received by the Purchase Contract Agent pursuant to Section 5.02(b)(i) hereof and notice from the Securities Intermediary regarding cash received by it prior to such time in a notice substantially in the form of Exhibit J hereto, shall notify the Collateral Agent shall in writing of the aggregate principal amount of Senior Notes attributable to the Pledged Applicable Ownership Interests in Senior Notes to be remarketed in any Remarketing occurring in the Final Remarketing Period. Upon (i1) receipt by the Collateral Agent of a notice from the Purchase Contract Agent in substantially the form of Exhibit P hereto promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units that such Holder has elected, in accordance with Section 5.02(b)(i) to effect a Cash Settlement and (2) the payment by such Holder of the Purchase Price in accordance with Section 5.02(b)(ii) above, the Collateral Agent shall: instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments and (ii) consistent with the instructions of the Company as provided for below in this Section 5.02(b)(v); release from the Pledge (1) the Senior Notes underlying the Pledged Preferred Stock Applicable Ownership Interest in the case of a Holder of Corporate PIES, or (2) Pledged Treasury Securities in the case of a Holder of Treasury PIES with a liquidation or principal amount equal Senior Notes related to the product of (x) the Stated Amount times (y) the number of such Purchase Contracts Corporate Units as to which such Holders have elected to effect Holder has effected a cash settlement pursuant to this Section 5.5(a) Cash Settlement; and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Stock or Pledged Treasury Securities, as the case may be, Senior Notes to the Purchase Contract Agent for the benefit of distribution to such HoldersHolder, in each case free and clear of the Pledge created hereby, for distribution to whereupon the Purchase Contract Agent shall Transfer such Holders Senior Notes in accordance with their respective interestswritten instructions provided by the Holder thereof or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Senior Notes, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the relevant abandoned property laws of the state where such Senior Notes and interest payments thereon, if any, are held. The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments, and provided, further, however, that any such Permitted Investments shall mature on the Purchase Contract Settlement Date. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.02 pursuant to any direction of the Company and in no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Upon receipt of the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall shall, and is hereby authorized to, (A A) instruct the Securities Intermediary to pay remit to the Company on the Purchase Contract Settlement Date such portion of the proceeds of such proceeds and deliver any certified or cashier's checks received, in an aggregate amount Permitted Investments as is equal to the aggregate Purchase Price, Price under all Purchase Contracts in respect of which Cash Settlement has been affected as provided in this Section 5.02 to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in respect excess of the interest such amount earned from such Permitted Investments to the Purchase Contract Agent for distribution to the relevant Holders who have effected Cash Settlement pro-rata in accordance with their respective interestsproportion to the amount paid by such Holders under Section 5.02(b)(ii) above.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice that a Holder of a Corporate PIES or Treasury PIES has elected, in accordance with the procedures specified in Section 5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to settle its Purchase Contract with cash and (2) payment by such Holder by deposit in the Collateral Account on or prior to 11:00 a.m., New York City time, on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, in the case Date of Corporate PIES, and the Business Day immediately preceding the Purchase Contract Settlement Date, in the case of the Treasury PIES, of the 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 (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments and (ii) release from the Pledge Pledge, (1) Pledged Preferred Stock Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or Pledged Debentures in the case of a Holder of Corporate PIES, PIES or (2) Pledged Treasury Securities in the case of a Holder of Treasury PIES PIES, as the case may be, with a liquidation or principal amount equal to the product of (x) the Stated Amount times (y) the number of such Purchase Contracts as to which such Holders have elected to effect a cash settlement pursuant to this Section 5.5(a) and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Stock Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or Pledged Debentures or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holders, in each case free and clear of the Pledge created hereby, for distribution to such Holders in accordance with their respective interests. Upon receipt of the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A 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 Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in respect of the interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to the relevant Holders in accordance with their respective interests.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice that a Holder of a Corporate PIES Unit or Treasury PIES Unit has elected, in accordance with the procedures specified in Section 5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to settle its Purchase Contract with cash and (2) payment by such Holder by deposit in the Collateral Account on or prior to 11:00 a.m., New York City time, on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, in the case of Corporate PIES, and the Business Day immediately preceding the Purchase Contract Settlement Date, in the case of the Treasury PIES, Date of the 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 (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments and (ii) release from the Pledge (1) Pledged Preferred Stock Debentures in the case of a Holder of Corporate PIESUnits, or (2) Pledged Treasury Securities in the case of a Holder of Treasury PIES Units, in each case with a liquidation or principal amount at maturity equal to the product of (x) the Stated Amount times (y) the number of such Purchase Contracts as to which such Holders have elected to effect a cash settlement pursuant to this Section 5.5(a) and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Stock Debentures or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holders, in each case free and clear of the Pledge created herebyPledge, for distribution to such Holders in accordance with their respective interests. Upon receipt of the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A 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 Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in respect of the interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to the relevant Holders in accordance with their respective interests.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Stock Purchase Contract Agent promptly after the receipt by the Stock Purchase Contract Agent of a notice that from a Holder of a Corporate PIES or Treasury PIES Normal Common SPACES that such Holder has elected, in accordance with the procedures specified in Section 5.4(a)(i) or (d)(i5.02(b)(i) of the Stock Purchase Contract Agreement, respectively, to settle its Purchase Contract with cash effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 11:00 a.m., 5:00 p.m. (New York City time, ) on the fifth fourth Business Day immediately preceding the Stock Purchase Contract Settlement Date, in the case of Corporate PIES, and the Business Day immediately preceding the Purchase Contract Settlement Date, in the case of the Treasury PIES, Date of the Purchase Price in lawful money of the United States by certified or cashier's ’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments and (ii) release from maturing on the Pledge (1) Pledged Preferred Stock Purchase Date. The Company shall instruct the Collateral Agent in the case of a Holder of Corporate PIES, or (2) Pledged Treasury Securities in the case of a Holder of Treasury PIES with a liquidation or principal amount equal writing as to the product of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (xNew York City time) on the Stated Amount times (y) day such Cash is received by the number of such Purchase Contracts as Collateral Agent or to which such Holders have elected to effect a cash settlement pursuant to this Section 5.5(a) and be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to Transfer all invest such Pledged Preferred Stock 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 Pledged Treasury Securities, as other damage based on acting or omitting to act under this Section 5.05 pursuant to any direction of the case may be, to Company and in no event shall the Purchase Contract Collateral Agent or Securities Intermediary be liable for the benefit selection of such Holders, in each case free Permitted Investments or for investment losses incurred thereon. The Collateral Agent and clear Securities Intermediary shall have no liability with respect to losses incurred as a result of the Pledge created herebyfailure of the Company to provide timely written investment direction. In the event of a Successful Remarketing, for distribution to such Holders in accordance with their respective interests. Upon upon receipt of the proceeds Proceeds upon the maturity of the Permitted Investments on the Stock Purchase Contract Settlement Date, the Collateral Agent shall (A A) instruct the Securities Intermediary to pay the portion of such proceeds Proceeds and deliver any certified or cashier's ’s checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in respect excess of the interest Purchase Price earned from such Permitted Investments to the Stock Purchase Contract Agent for distribution to the relevant Holders such Holder in accordance with their respective intereststhe Stock Purchase Contract Agreement.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice that a Holder of a Corporate PIES or Treasury PIES has elected, in accordance with the procedures specified in Section 5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to settle its Purchase Contract with cash and (2) payment by such Holder by deposit in the Collateral Account on or prior to 11:00 a.m., New York City time, on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, in the case of Corporate PIES, and the Business Day immediately preceding the Purchase Contract Settlement Date, in the case of the Treasury PIES, Date of the 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 (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments and (ii) release from the Pledge (1) Pledged Preferred Stock Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or Pledged Debentures in the case of a Holder of Corporate PIES, or (2) Pledged Treasury Securities in the case of a Holder of Treasury PIES with a liquidation or principal amount equal to the product of (x) the Stated Amount times (y) the number of such Purchase Contracts as to which such Holders have elected to effect a cash settlement pursuant to this Section 5.5(a) and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Stock Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, Pledged Debentures or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holders, in each case free and clear of the Pledge created hereby, for distribution to such Holders in accordance with their respective interests. Upon receipt of the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A 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 Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in respect of the interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to the relevant Holders in accordance with their respective interests.

Cash Settlement. (a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice that a Holder of a Corporate PIES or Treasury PIES has elected, in accordance with the procedures specified in Section 5.4(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to settle its Purchase Contract with cash and (2) payment by such Holder by deposit in the Collateral Account on or prior to 11:00 a.m., New York City time, on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, in the case of Corporate PIES, and the Business Day immediately preceding the Purchase Contract Settlement Date, in the case of the Treasury PIES, of the 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 (i) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments and (ii) release from the Pledge (1) Pledged Preferred Stock Shares in the case of a Holder of Corporate PIES, or (2) Pledged Treasury Securities in the case of a Holder of Treasury PIES with a liquidation or principal amount equal to the product of (x) the Stated Amount times (y) the number of such Purchase Contracts as to which such Holders have elected to effect a cash settlement pursuant to this Section 5.5(a) and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Stock Shares or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holders, in each case free and clear of the Pledge created hereby, for distribution to such Holders in accordance with their respective interests. Upon receipt of the proceeds upon the maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall (A instruct the Securities Intermediary to pay the portion of such proceeds and deliver any certified or cashier's checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B) instruct the Securities Intermediary to release any amounts in respect of the interest earned from such Permitted Investments to the Purchase Contract Agent for distribution to the relevant Holders in accordance with their respective interests.