Common use of Acceptance Clause in Contracts

Acceptance. Within the Acceptance Window, the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within Upon completion of each Deliverable under an SOW or Order Form, We will, as applicable: (a) submit a complete copy to You; and (b) at Your request, demonstrate its functionality to You. You are responsible for reviewing and testing all Deliverables in accordance with such SOW or Order Form pursuant to any acceptance criteria or test plans mutually agreed upon in writing by the Acceptance Windowparties for such Deliverable. You will provide Us with written notification of acceptance for each Deliverable promptly upon acceptance; however, failure to reject a Deliverable, as set forth below, will be deemed acceptance. If You, in Your reasonable and good faith judgment, determine that any submitted Deliverable does not satisfy the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes agreed-upon acceptance criteria as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable Request SOW or as mutually agreed upon in writing by the parties for Purchase. Such election shall be made by an Authorized Officer such Deliverable, You must so notify Us in writing within 10 business days after Our submission of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotesDeliverable, specifying the Private Shelf Notes deficiencies in detail. We will use commercially reasonable efforts to correct such deficiencies and resubmit the Deliverable to You as soon as practicable. You will again review and test the Deliverable against the agreed-upon acceptance criteria, and detail any deficiencies to Us in writing within 10 business days after resubmission of the Deliverable. If a Deliverable fails to meet the functional requirements specified in the applicable SOW or Order Form after its second resubmission to You, You may either, as Your sole and exclusive remedy: (each i) again reject the Deliverable and return it to Us for further correction and resubmission in accordance with the process described above (if the Deliverable is not accepted after two resubmissions, the matter will be escalated to Your executive sponsor for the project associated with the SOW or Order Form and Our Engagement Manager) or (ii) terminate the relevant SOW or Order Form immediately upon written notice and recover all Professional Services fees paid under such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” SOW or Order Form for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”)deficient Deliverable. If the Company should fail parties determine that a Deliverable’s functional requirements specified in a SOW or Order Form require modification (for example, due to incorrect assumptions or changed requirements), they will cooperate in good faith to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to Change Order for such Accepted Notes by so notifying the Company in writingrevised requirements.

Acceptance. Within 2 minutes after PIM shall have provided any interest rate quotes pursuant to Section 2B(4) or such shorter period as PIM may specify to the Company (such period herein called the “Acceptance Window”), the Company may, subject to the terms of paragraph 2FSection 2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential PIM by telephone or telecopier email within the Acceptance Window (but not earlier than 9:30 A.M. a.m. or later than 2:00 P.M.1:30 p.m. (or such later time as PIM may agree), New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential PIM of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential PIM does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential PIM or a Prudential Affiliate, and Prudential PIM agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Accepted Notes. As soon as practicable following the Acceptance Day, the Company, Prudential PIM and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential PIM within three 2 Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential PIM may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 2 minutes after PIM shall have provided any interest rate quotes pursuant to Section 2B(4) or such shorter period as PIM may specify to the Company (such period herein called the “Acceptance Window”), the Company may, subject to the terms of paragraph 2FSection 2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential PIM by telephone or telecopier telefacsimile within the Acceptance Window (but not earlier than 9:30 A.M. a.m. or later than 2:00 P.M.1:30 p.m. (or such later time as PIM may agree), New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential PIM of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential PIM does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Sections 2B(2) and 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential PIM or a Prudential Affiliate, and Prudential PIM agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Accepted Notes. As soon as practicable following the Acceptance Day, the Company, Prudential PIM and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential PIM within three 2 Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential PIM may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to the terms of paragraph 2FSection 2B(6), elect to accept such interest rate quotes a Quotation as to not less than $5,000,000 the aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes Purchase (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which Accepted Note” and such acceptance (being herein called an “ACCEPTANCEAcceptance”) relates). The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired interest rate quotesQuotation. Subject to paragraph 2F Section 2B(6) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or a one or more Prudential AffiliateAffiliates, and Prudential agrees to purchase, or to cause the purchase by a one or more Prudential Affiliate Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within two minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(4), or such shorter period as Prudential may specify to the Company (such period herein called the “Acceptance Window”), the Company may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier telefacsimile within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private financial terms referred to in clause (ii) of paragraph 2B(3) with respect to such Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Shelf Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt thereof from Prudential of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within (i) RX Technology shall comply with Six Flags' credit card procedures (the Acceptance Window, the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount "Credit Card Procedures") (a list of the Private Shelf Notes specified Credit Card Procedures in the applicable Request for Purchase. Such election shall be made by an Authorized Officer effect as of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M.date hereof is attached hereto and is incorporated herein), New York City local time) that the Company elects as Six Flags may amend them from time to accept such interest rate quotestime upon notice to RX Technology, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to acceptance of Credit Cards as payment for any Accepted Notes Goods. (ii) RX Technology agrees that it shall not: (A) discriminate in favor of any Credit Card accepted for payment over another, (B) require a minimum transaction amount or impose a surcharge as a condition for honoring Credit Cards, (c) impose a requirement on Credit Card holders to provide any personal information as a condition for honoring Credit Cards unless otherwise required by the Credit Card Procedures, (D) make or require a photocopy of a Credit Card, (E) make a Credit Card sale where only part of the consideration due is herein called paid by use of such Credit Card, or (F) accept a Credit Card for any purpose which is prohibited by the “ACCEPTANCE DAY” Credit Card Procedures. (iii) RX Technology shall not make a Credit Card sale to any person if: (A) the Credit Card being presented has expired according to the expiration date shown on such Credit Card, (B) the sale has been declined for such Accepted Notes. Any interest rate quotes as authorization, (c) RX Technology has reasonable grounds to which Prudential believe the Credit Card being presented is counterfeit, fraudulent or stolen, or (D) the signature on the Credit Card does not receive appear to be the same as the signature on the sales draft or the spelling of the signature on the sales draft is different from the spelling of the name on the Credit Card. RX Technology shall use reasonable efforts to retrieve any credit card from the customer when instructed by a service provider in response to an Acceptance within the Acceptance Window shall expire, and no purchase authorization or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company inquiry. (iv) RX Technology agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% display symbols of the principal amount of such Notes. As soon as practicable following the Acceptance DayCredit Cards, the Companysupplied by Six Flags hereunder, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially at its Facility in the form Park to effectively inform customers of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return Park that the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes Credit Cards are honored by so notifying the Company in writingRX Technology.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to the terms of paragraph 2FSection 3.2(f), elect to accept such interest rate quotes on behalf of the Company a Quotation as to not less than $5,000,000 (or its equivalent in another Applicable Currency as determined at the rate of exchange determined by Prudential at the time the Company accepts the relevant Quotation pursuant hereto) aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes Purchase (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which Accepted Note” and such acceptance (being herein called an “ACCEPTANCEAcceptance”) relates). The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired interest rate quotesQuotation. Subject to paragraph 2F Section 3.2(f) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Shelf Notes, which purchase price shall be paid in the Applicable Currency in which such Shelf Notes are denominated. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 3 attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 2 minutes after PIM shall have provided any interest rate quotes pursuant to Section 2B(4) or such shorter period as PIM may specify to the Company (such period herein called the “Acceptance Window”), the Company may, subject to the terms of paragraph 2FSection 2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 (or its equivalent in another Available Currency) aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential PIM by telephone or telecopier telefacsimile within the Acceptance Window (but not earlier than 9:30 A.M. a.m. or later than 2:00 P.M.1:30 p.m. (or such later time as PIM may agree), New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential PIM of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential PIM does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential PIM or a Prudential Affiliate, and Prudential PIM agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such NotesAccepted Notes which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, Prudential PIM and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential PIM within three 2 Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential PIM may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within Lessee accepts this Lease with the Acceptance Windowunderstanding that the rights and privileges granted hereunder are and shall be construed as limited to only such rights and privileges as Lessor possesses and has the lawful right to lease, or otherwise grant to Lessee. Lessee hereby acknowledges that it has inspected, is satisfied with, and accepts the Company maySurface Property in its existing condition, which includes any limitations of the area involved. It shall be the sole responsibility of Lessee to ascertain the accurate boundary lines of the Surface Property before conducting any operations thereon. LESSOR MAKES NO IMPLIED OR EXPRESS WARRANTY OR REPRESENTATION CONCERNING THE PLANT, IMPOUNDMENTS, SURFACE PROPERTY OR TITLE THERETO, OR LESSOR’S BOOKS AND RECORDS FURNISHED PURSUANT HERETO, AND LESSEE ACKNOWLEDGES AND AGREES THAT NO REPRESENTATIONS. STATEMENTS OR WARRANTIES, EXPRESS OR IMPLIED, HAVE BEEN MADE BY OR ON BEHALF OF LESSOR REGARDING THE SURFACE PROPERTY, PLANT, IMPOUNDMENTS, ITS OR THEIR CONDITION, THE USE OR OCCUPATION THAT MAY BE MADE THEREOF OR THE INCOME THAT MAY BE DERIVED THEREFROM, OR THE ACCURACY OR COMPLETENESS OF ANY BOOKS AND RECORDS PROVIDED BY LESSOR TO LESSEE CONCERNING THE SURFACE PROPERTY, THE PLANT, THE IMPOUNDMENTS, OR THE COAL PROPERTIES. Lessor, for itself, its successors and assigns, does hereby covenant and agree with the Lessee, subject to the terms exceptions and reservations herein set forth, and subject to such limitations, restrictions and defects in Lessor’s title to the Surface Property as were in existence at the time of paragraph 2FLessor’s acquisition of title to the various tracts comprising the Surface Property, elect and subject to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount those encumbrances of record or readily apparent from an inspection of the Private Shelf Notes specified in Surface Property, that upon the applicable Request for Purchase. Such election shall be made by an Authorized Officer payment of the Company notifying Prudential rentals and royalties and the performance of all and singular the covenants and agreements aforesaid, said Lessee shall and may peaceably and quietly have and enjoy said Surface Property for and during the term aforesaid, and for the purposes aforesaid, free from any let or hindrance by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M.Lessor, New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relatesits successors and assigns. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential Lessor does not receive an Acceptance within warrant generally its title to the Acceptance Window shall expire, and Surface Property but warrants only that it has done no purchase or sale act to encumber the titles which it acquired to the various tracts comprising the Surface Property since its acquisition of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and said tracts which would substantially interfere with the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% operations of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingLessee hereunder.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(4) or such shorter period as Prudential may specify to the Company (such period herein called the “Acceptance Window”), the Company may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 25,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone telephone, electronic mail or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit D attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within This Agreement is made between the Acceptance WindowVendor named on the face of this Purchase Order ("Vendor") and Plymouth Tube Co. ("Plymouth"). The Purchase Order (“Purchase Order”) must be accepted in writing by Vendor by signing the Purchase Order and returning it to Plymouth. If for any reason Vendor should fail to accept this Purchase Order in writing, any conduct by Vendor which recognizes the Company mayexistence of a Contract pertaining to the subject matter hereof shall constitute acceptance by Vendor of this purchase order and all of its terms and conditions. Any terms proposed in Vendor’s acceptance of Plymouth’s offer which add to, vary from, or conflict with the terms herein are hereby objected to and rejected. Any such proposed terms shall be void and the terms herein shall constitute the complete and exclusive statement of the terms and conditions between Plymouth and may hereafter be modified only by a written instrument executed by both of Plymouth’s authorized representatives. If this purchase order has been issued by Plymouth in response to an offer and if any of the terms herein add to, vary from or conflict with any terms of Vendor offer, then the issuance of this purchase order by Plymouth shall constitute an acceptance of Vendor offer subject to the express conditions that Vendor assent to the additional, different and conflicting terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of herein and acknowledge that this purchase order constitutes the Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance entire agreement between Plymouth with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notessubject matter hereof and the subject matter of Vendor offer. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder Vendor shall be made based on deemed to have so assented and acknowledged unless Vendor notifies Plymouth to the contrary in writing within ten (10) working days of receipt of this Purchase Order. The parties acknowledge that signature herein is not required in that such expired interest rate quotes. Subject to paragraph 2F is deemed incorporated into and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% part of the principal amount Plymouth Purchase Order accepted by Vendor which references this document and thereby acceptance of such Notes. As soon as practicable following the Acceptance Day, Plymouth Purchase Order shall satisfy the Company, Prudential requirement of both a writing and each Prudential Affiliate which is signature for this Agreement to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in be binding between the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingparties.

Acceptance. Within Upon completion of each Deliverable under an SOW, Work Order, or Order Form, We will, as applicable: (a) submit a complete copy to You; and (b) at Your request, demonstrate its functionality to You. You are responsible for reviewing and testing all Deliverables in accordance with such SOW, Work Order, or Order Form pursuant to any acceptance criteria or test plans mutually agreed upon in writing by the Acceptance Windowparties for such Deliverable. You will provide Us with written notification of acceptance for each Deliverable promptly upon acceptance; however, failure to reject a Deliverable, as set forth below, will be deemed acceptance. If You, in Your reasonable and good faith judgment, determine that any submitted Deliverable does not satisfy the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes agreed-upon acceptance criteria as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable Request SOW or as mutually agreed upon in writing by the parties for Purchase. Such election shall be made by an Authorized Officer such Deliverable, You must so notify Us in writing within 10 business days after Our submission of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotesDeliverable, specifying the Private Shelf Notes deficiencies in detail. We will use commercially reasonable efforts to correct such deficiencies and resubmit the Deliverable to You as soon as practicable. You will again review and test the Deliverable against the agreed-upon acceptance criteria, and detail any deficiencies to Us in writing within 10 business days after resubmission of the Deliverable. If a Deliverable fails to meet the functional requirements specified in the applicable SOW, Work Order, or Order Form after its second resubmission to You, You may either, as Your sole and exclusive remedy: (each i) again reject the Deliverable and return it to Us for further correction and resubmission in accordance with the process described above (if the Deliverable is not accepted after two resubmissions, the matter will be escalated to Your executive sponsor for the project associated with the SOW, Work Order, or Order Form and Our Engagement Manager) or (ii) terminate the relevant SOW, Work Order, or Order Form immediately upon written notice and recover all Professional Services fees paid under such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” SOW, Work Order, or Order Form for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”)deficient Deliverable. If the Company should fail parties determine that a Deliverable’s functional requirements specified in a SOW, Work Order, or Order Form require modification (for example, due to incorrect assumptions or changed requirements), they will cooperate in good faith to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to Change Order for such Accepted Notes by so notifying the Company in writingrevised requirements.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to the terms of paragraph 2FSection 2.1(f), elect to accept such interest rate quotes on behalf of the Company a Quotation as to not less than $5,000,000 the aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential the applicable Investor Group Representative(s) by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotesQuotation, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which Accepted Note” and such acceptance (being herein called an “ACCEPTANCEAcceptance”) relates). The day the Company notifies Prudential the applicable Investor Group Representative(s) of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes Quotation as to which Prudential the applicable Investor Group Representative does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired interest rate quotesQuotation. Subject to paragraph 2F Section 2.1(f) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential AffiliateInvestor Group Affiliate(s) of the applicable Investor Group(s), and Prudential agrees to purchase, or the applicable Investor Group Representative(s) agree(s) to cause the purchase by a Prudential Affiliate ofits Investor Group Affiliate(s), the Accepted Notes for which it receives an Acceptance at 100% of the principal amount of such NotesNotes which purchase price shall be paid in U.S. Dollars. As soon as practicable following the Acceptance Day, the Company, Prudential the applicable Investor Group Representative(s) and each Prudential Affiliate the Investor Group Affiliate(s) which is are to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Schedule 2.1(e) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable a Confirmation of Acceptance to Prudential an applicable Investor Group Representative within three Business Days following the Company’s receipt of a Confirmation of Acceptance thereof with respect to any Accepted Notes, Prudential the applicable Investor Group Representative may at its election at any time prior to its such Investor Group Representative’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within (i) RX shall comply with Six Flags' credit card procedures (the Acceptance Window, the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount "Credit Card Procedures") (a list of the Private Shelf Notes specified Credit Card Procedures in the applicable Request for Purchase. Such election shall be made by an Authorized Officer effect as of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M.date hereof is attached hereto and is incorporated herein), New York City local time) that the Company elects as Six Flags may amend them from time to accept such interest rate quotestime upon notice to RX, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to acceptance of Credit Cards as payment for any Accepted Notes Goods/Services. (ii) RX agrees that it shall not: (A) discriminate in favor of any Credit Card accepted for payment over another, (B) require a minimum transaction amount or impose a surcharge as a condition for honoring Credit Cards, (c) impose a requirement on Credit Card holders to provide any personal information as a condition for honoring Credit Cards unless otherwise required by the Credit Card Procedures, (D) make or require a photocopy of a Credit Card, (E) make a Credit Card sale where only part of the consideration due is herein called paid by use of such Credit Card, or (F) accept a Credit Card for any purpose which is prohibited by the “ACCEPTANCE DAY” Credit Card Procedures. (iii) RX shall not make a Credit Card sale to any person if: (A) the Credit Card being presented has expired according to the expiration date shown on such Credit Card, (B) the sale has been declined for such Accepted Notes. Any interest rate quotes as authorization, (c) RX has reasonable grounds to which Prudential believe the Credit Card being presented is counterfeit, fraudulent or stolen, or (D) the signature on the Credit Card does not receive appear to be the same as the signature on the sales draft or the spelling of the signature on the sales draft is different from the spelling of the name on the Credit Card. RX shall use reasonable efforts to retrieve any credit card from the customer when instructed by a service provider in response to an Acceptance within the Acceptance Window shall expire, and no purchase authorization or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company inquiry. (iv) RX agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% display symbols of the principal amount of such Notes. As soon as practicable following the Acceptance DayCredit Cards, the Companysupplied by Six Flags hereunder, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially at its Facility in the form Park to effectively inform customers of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return Park that the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes Credit Cards are honored by so notifying the Company in writingRX.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to the terms of paragraph 2FSection 2.2(f), elect to accept such interest rate quotes on behalf of the Company a Quotation as to not less than $5,000,000 the aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier e-mail within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, Quotation specifying the Private Shelf Notes as to which such acceptance relates (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which Accepted Note” and such acceptance (being herein called an “ACCEPTANCEAcceptance”) relates). The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired interest rate quotesQuotation. Subject to paragraph 2F Section 2.2(f) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Schedule 2.2(e) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingwriting at least one Business Day prior to such cancellation.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to the terms of paragraph 2FSection 2.6, elect to accept such interest rate quotes on behalf of the Company a Quotation as to not less than $5,000,000 the aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes Purchase (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which Accepted Note” and such acceptance (being herein called an “ACCEPTANCEAcceptance”) relates). The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired interest rate quotesQuotation. Subject to paragraph 2F Section 2.6 and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 3 attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to the terms of paragraph 2FSection 2.2(f), elect to accept such interest rate quotes on behalf of the Company a Quotation as to not less than $5,000,000 the aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential MetLife by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 10:00 A.M. or later than 2:00 1:00 P.M., New York City local time) that the Company elects to accept such interest rate quotesQuotation, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which Accepted Note” and such acceptance (being herein called an “ACCEPTANCEAcceptance”) relates). The day the Company notifies Prudential MetLife of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any The interest rate quotes on each Accepted Note shall be calculated by MetLife at the time of Acceptance as the sum of (i) the yield to maturity or the yield or linearly interpolated yield, as the case may be, on the Designated Treasuries, Designated Gilt(s) or the Designated Euro Securities, as the case may be, with a maturity corresponding to the average life of the Accepted Note plus (ii) the spread specified in the relevant Quotation. Any Quotation as to which Prudential MetLife does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired interest rate quotesQuotation. Subject to paragraph 2F Section 2.2(f) and the other terms and conditions hereof, the Company agrees to sell to Prudential MetLife or a Prudential MetLife Affiliate, and Prudential MetLife agrees to purchase, purchase or to cause the purchase by a Prudential MetLife Affiliate of, the Accepted Notes as to which Quotations shall have been provided to the Company for purchases by MetLife or MetLife Affiliates at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential MetLife and each Prudential MetLife Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 2(e) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential MetLife within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential MetLife may at its election at any time prior to its MetLife’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 2 minutes after PIM shall have provided any interest rate quotes pursuant to paragraph 2B(4), or such shorter period as PIM may specify to the Company (such period herein called the “Acceptance Window”), the Company may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential PIM by telephone or telecopier facsimile within the Acceptance Window (but not earlier than 9:30 A.M. a.m. or later than 2:00 P.M.1:30 p.m. (or such later time as PIM may agree), New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Shelf Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential PIM of an Acceptance with respect to any Accepted Shelf Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Shelf Notes. Any interest rate quotes as to which Prudential PIM does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F paragraphs 2B(2) and 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential PIM or a Prudential Affiliate, and Prudential PIM agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Shelf Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential PIM and each Prudential Affiliate which is to purchase any such Accepted Shelf Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit D attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of PIM by facsimile a Confirmation of Acceptance with respect to any Accepted NotesShelf Notes within two Business Days following receipt thereof from PIM by facsimile, Prudential PIM may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Shelf Notes by so notifying the Company in writingwriting by facsimile.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to the terms of paragraph 2FSection 2.1(f), elect to accept such interest rate quotes on behalf of the Company the Quotation provided in response to the related Request for Purchase as to not less than $5,000,000 the aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes Purchase (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which Accepted Note” and such acceptance (being herein called an “ACCEPTANCEAcceptance”) relates). The day the Company notifies Prudential of an Acceptance with respect to any such Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired interest rate quotesQuotation. Subject to paragraph 2F Section 2.1(f) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the such Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are denominated. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 3 attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(4) or such shorter period as Prudential may specify to the Company (such period herein called the “Acceptance Window”), the Company may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and such Prudential agrees to purchase, or Affiliates will agree to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Accepted Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit D attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, any Prudential Affiliate that is to purchase any such Accepted Notes may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 days after receipt of the Renewal Notice, Landlord shall notify Tenant of the Base Rent for such Renewal Period (the “Rental Notice”). Tenant may accept the terms set forth in the Rental Notice by written notice (the “Acceptance Window, the Company may, subject Notice”) or Tenant may object to the Rental Notice by written notice to Landlord; provided that, in either case, notice must be given to Landlord within 15 days after receipt of the Rental Notice. If Tenant fails to timely respond to the Rental Notice, this Option to Extend shall automatically expire and be of no further force or effect. In addition, this Option to Extend shall terminate upon assignment of this Lease or subletting of all or any part of the Premises. If Tenant timely delivers its Acceptance Notice, Tenant shall, within 15 days after receipt, execute a lease amendment confirming the Base Rent and other terms of paragraph 2Fapplicable during the Renewal Period. If Tenant objects to Landlord’s Rental Notice, elect Tenant and Landlord shall meet to accept such interest rate quotes attempt to agree upon the Fair Market Rental Rate. If Landlord and Tenant are unable to agree within thirty (30) days after Tenant’s objection to Landlord’s determination (the “Outside Agreement Date”), each party shall place in a separate sealed envelope their final proposal as to Fair Market Rental Rate and such determination shall be submitted to arbitration in accordance with Paragraphs (1) through (5) below, provided that Landlord’s determination of Fair Market Rental Rate shall not be less favorable to Tenant than $5,000,000 aggregate principal amount that specified in Landlord’s Rental Notice (if applicable). (1) Landlord and Tenant shall meet with each other within five (5) business days of the Private Shelf Notes specified Outside Agreement Date and exchange the sealed envelopes and then open such envelopes in each other’s presence. If Landlord and Tenant do not mutually agree upon the Market Rental Rate within five (5) business days of the exchange and opening of envelopes, then, within ten (10) business days of such exchange Landlord and Tenant shall agree upon and jointly appoint a single arbitrator who shall be an M.A.I. real estate appraiser who shall have been active over the five (5) year period ending on the date of such appointment in the applicable Request appraisal of office projects in the Las Vegas Valley. Neither Landlord nor Tenant shall consult with such appraiser as to his or her opinion as to Market Rental Rate prior to the appointment. The determination of the arbitrator shall be limited solely to the issue of whether Landlord’s or Tenant’s submitted Market Rental Rate for Purchasethe Premises is the closer to the actual Market Rental Rate for the Premises as determined by the arbitrator, taking into account the requirements of this Article regarding the same. Such election The arbitrator may hold such hearings and require such briefs as the arbitrator, in his or her sole discretion, determines to be necessary. In addition, Landlord or Tenant may submit to the arbitrator, with a copy to the other party, within five (5) business days after the appointment of the arbitrator, any market data and additional information that such party deems relevant to the determination of the Fair Market Rental Rate (“FMRR Data”) and the other party may submit a reply in writing within five (5) business days after receipt of such FMRR Data. (2) The arbitrator shall, within thirty (30) days of his or her appointment, reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted Fair Market Rental Rate, and shall notify Landlord and Tenant thereof. (3) The decision of the arbitrator shall be binding upon Landlord and Tenant. (4) If Landlord and Tenant fail to agree upon and appoint an arbitrator, then the appointment of the arbitrator shall be made by an Authorized Officer the Chief Judge of the Company notifying Prudential District Court of ▇▇▇▇▇ County, Nevada, or, if he or she refuses to act, by telephone or telecopier within any judge having jurisdiction over the Acceptance Window parties. (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time5) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential cost of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder arbitration shall be made based on such expired interest rate quotespaid by Landlord and Tenant equally. Subject to paragraph 2F Upon the final determination of the Fair Market Rental Rate, Tenant shall, within 15 days after receipt, execute a lease amendment confirming the Base Rent and the other terms and conditions hereof, applicable during the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingRenewal Period.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.2(d), the Company may, subject to the terms of paragraph 2FSection 2.2(f), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier facsimile transmission within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.2(f) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential AffiliateAffiliate or Affiliates, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate or Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 2.2(e) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2A(4), the Company may, subject to the terms of paragraph 2F2A(6), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier facsimile transmission within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2A(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential AffiliateAffiliate or Affiliates, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate or Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit D attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2D or such shorter period as Prudential may specify to the Issuer (such period herein called the “Acceptance Window”), the Company Issuer may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company Issuer notifying Prudential by telephone or telecopier facsimile within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company Issuer elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company Issuer notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph paragraphs 2B and 2F and the other terms and conditions hereof, the Company Issuer agrees to sell to one or more Prudential or a Prudential AffiliateAffiliates, and Prudential agrees to purchase, or to cause the purchase by a one of more Prudential Affiliate Affiliates of, the Accepted Notes at 100% of the principal amount of such Accepted Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Issuer and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company Issuer should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company -Issuer in writing.

Acceptance. Within ▇▇▇▇▇▇▇, a division of Illinois Tool Works Inc. is herein referred to as “Seller” and the Acceptance Windowcustomer purchasing products (“Products”) is herein referred to as “Purchaser.” Unless otherwise agreed in writing by Seller in a duly executed agreement which is in effect as of the date of Purchaser’s purchase, these terms and conditions of sale (“Terms”), any Seller quotation, acknowledgment, invoice and other document or form prepared or delivered by Seller (collectively, “Seller Documents” and together with these Terms, the Company may“Agreement”), subject constitute the complete terms governing the sale of Products . Seller may update these Terms at any time without notice. The current version of these Terms shall apply to all shipments made after such website has been updated. Please refer to Section 34 if the Seller is Located (as defined in Section 34) outside the United States. SELLER HEREBY REJECTS ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY PURCHASER, WHETHER OR NOT CONTAINED IN ANY OF PURCHASER’S BUSINESS FORMS OR ON PURCHASER’S WEBSITE, AND SUCH ADDITIONAL OR DIFFERENT TERMS WILL BE OF NO EFFECT. These Terms are applicable to all sales of Products, all Seller Documents, and all purchase orders (“Purchase Orders”) from Purchaser. No site usage agreement or any other click through agreement on a website will have any applicability or binding effect whether or not Seller clicks on an “ok,” “I accept,” or similar acknowledgment. Commencement of any work by Seller, or Purchaser’s acceptance of delivery of any Products , will manifest Purchaser’s assent to the Agreement. Additional or different terms of paragraph 2F, elect applicable to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes a particular sale may only be specified in the applicable Request for Purchasebody of a Seller Document or expressly agreed to in writing by the parties. Such election shall be made In the event of a conflict, the following order of precedence will apply: (a) terms expressly agreed to in writing and executed by an Authorized Officer authorized officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window Seller; (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local timeb) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes Seller Document terms; (each such Private Shelf Note being herein called an “ACCEPTED NOTE”c) as to which such acceptance (herein called an “ACCEPTANCE”) relatesthese Terms. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially Notwithstanding anything contained in the form foregoing to the contrary, if a reference to these Terms is contained in any Seller Document or writing executed by an authorized officer of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to ITW, these Terms shall take precedence over any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingconflicting or contrary terms.

Acceptance. Within the Acceptance WindowTHE TERMS OF SALE CONTAINED HEREIN APPLY TO ALL QUOTATIONS MADE AND PURCHASE ORDERS ENTERED INTO BY THE SELLER AND BUYER AS WELL AS TO THE DELIVERABLES DESCRIBED IN SELLER'S "FIRM PROPOSAL PREPARED FOR DEXCOM, the Company mayBID CONTROL NUMBER (BCN) [*****] (A COPY OF WHICH IS ANNEXED TO THIS AGREEMENT AS EXHIBIT B), subject PERTAINING TO THE "SENSOR ASIC AND HANDHELD COMMUNICATOR" PROJECT. SOME OF THE TERMS SET OUT HERE MAY DIFFER FROM THOSE IN BUYER'S PURCHASE ORDER AND SOME MAY BE NEW. THESE TERMS OF SALE WILL CONTROL IN THE EVENT OF ANY ADDITIONAL OR INCONSISTENT TERMS IN BUYER'S PURCHASE ORDER. SELLER'S FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY COMMUNICATION FROM BUYER SHALL NOT BE DEEMED A WAIVER OF THE PROVISIONS OF THESE TERMS OF SALE. ANY CHANGES IN THE TERMS CONTAINED HEREIN MUST SPECIFICALLY BE AGREED TO IN WRITING BY AN OFFICER OF THE SELLER BEFORE BECOMING BINDING ON EITHER THE SELLER OR THE BUYER. All orders or contracts must be consistent with these Terms of Sale, unless otherwise specifically agreed in writing by Seller. Seller agrees to accept and fulfill purchase orders submitted by Buyer to Seller that are consistent with these Terms of Sale, are consistent with mutually agreed-upon lead times, and encompass cumulative die quantities of up to [*****] units per year. Subject to the terms of paragraph 2Fforegoing and to Seller's then-existing capacity constraints, elect Seller agrees to accept such interest rate quotes as and fulfill additional purchase orders submitted by Buyer to not less than $5,000,000 aggregate principal amount Seller that are consistent with these Terms of the Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance Sale and are consistent with mutually agreed-upon quantities and lead times with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for services and/or products encompassed by such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingorders.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to Section 2.2.5. or such shorter period as Prudential may specify to the Company (such period herein called the “Acceptance Window”), the Company may, subject to the terms of paragraph 2FSection 2.2.7, elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone telephone, electronic mail transmission or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.2.7 and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Guarantors, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 2.2.6 attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company and Guarantors should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowSeller acknowledges and agrees that these General Terms and Conditions (“Terms”) are incorporated in, and a part of, the Company mayPurchase Order and each purchase order, change order, release, requisition, work order, shipping instruction, specification and other document, whether expressed in written form or by electronic data interchange, relating to the goods and/or services to be provided by Seller to Buyer (hereinafter collectively referred to as "Purchase Order"). Seller acknowledges and agrees that it has read and understands these Terms and the Purchase Order. If ▇▇▇▇▇▇ accepts the Purchase Order in writing OR commences any of the work or services that are the subject of the Purchase Order, Seller will be deemed to have accepted the Purchase Order and these Terms in their entirety without modification. Any additions to, changes in, modifications of, or revisions of the Purchase Order, including these Terms, which Seller proposes will be deemed to be rejected by ▇▇▇▇▇ except to the extent that Buyer expressly and specifically agrees in writing to accept any such proposals. However, the Purchase Order shall not operate as a rejection of Seller's entire offer unless it contains variances in the terms of paragraph 2Fthe description, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount quantity, price, or delivery schedule of the Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”)goods. If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt Purchase Order shall be deemed an acceptance of a Confirmation prior offer by Seller, such acceptance is limited to the express terms contained herein. Should Seller not deliver to Buyer, within ten (10) Days of Acceptance with respect the issuance of the Purchase Order, a copy of the Purchase Order bearing Seller’s acceptance thereof in the manner required therein, Buyer may deem Seller to any Accepted Noteshave repudiated the Contract, Prudential and Buyer may at its election thereupon, or at any time prior thereafter, retract the Purchase Order without in so doing incurring any liability and without prejudice to its receipt thereof cancel the closing with respect to any other rights, remedy or recourse Buyer may have as a result of such Accepted Notes by so notifying the Company in writingrepudiation.

Acceptance. Within The above-mentioned Subscription Agreement in respect of the Acceptance WindowShares is hereby accepted by Ethos Environmental, Inc. DATED at __________________________________, the Company may_______day of __________________, subject to 2007. ___________________________________________ Title: Authorized Signatory All capitalized terms herein, unless otherwise defined, have the terms of paragraph 2F, elect to accept such interest rate quotes meanings ascribed thereto in the Subscription Agreement. This Questionnaire is for use by each Subscriber who is a US person (as to not less than $5,000,000 aggregate principal amount that term is defined Regulation S of the Private Shelf Notes specified United States Securities Act of 1933 (the “1933 Act”)) and has indicated an interest in purchasing Shares of ETHOS ENVIRONMENTAL, INC. (the “Company”). The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the 1933 Act and the appropriate exemptions of applicable Request state securities laws. The Company will rely on the information contained in this Questionnaire for Purchasethe purposes of such determination. Such election shall The Shares will not be made registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an Authorized Officer offer of the Shares or any other securities of the Company notifying Prudential in any state other than those specifically authorized by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M.Company. All information contained in this Questionnaire will be treated as confidential. However, New York City local time) that by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company elects deems appropriate to accept such interest rate quotesestablish the availability, specifying under the Private Shelf Notes 1933 Act or applicable state securities law, of exemption from registration in connection with the sale of the Shares hereunder. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of “Accredited Investors”, as defined by Regulation D promulgated under the 1933 Act, as indicated below: (each such Private Shelf Note being herein called Please initial in the space provide those categories, if any, of an “ACCEPTED NOTE”Accredited Investor” which the Subscriber satisfies) as to which such acceptance (herein called an “ACCEPTANCE”______ Category 1 An organization described in Section 501(c)(3) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of such Notes. As soon as practicable following acquiring the Acceptance DayShares, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation with total assets in excess of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.US $5,000,000;

Acceptance. Within Upon completion of each Deliverable under an SOW or Order Form, We will, as applicable: (a) submit a complete copy to You; and (b) at Your request, demonstrate its functionality to You. You are responsible for reviewing and testing all Deliverables in accordance with such SOW or Order Form pursuant to any acceptance criteria or test plans mutually agreed upon in writing by the Acceptance Windowparties for such Deliverable. You will provide Us with written notification of acceptance for each Deliverable promptly upon acceptance; however, failure to reject a Deliverable, as set forth below, will be deemed acceptance. If You, in Your reasonable and good faith judgment, determine that any submitted Deliverable does not satisfy the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes agreed- upon acceptance criteria as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable Request SOW or as mutually agreed upon in writing by the parties for Purchase. Such election shall be made by an Authorized Officer such Deliverable, You must so notify Us in writing within 10 business days after Our submission of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotesDeliverable, specifying the Private Shelf Notes deficiencies in detail. We will use commercially reasonable efforts to correct such deficiencies and resubmit the Deliverable to You as soon as practicable. You will again review and test the Deliverable against the agreed-upon acceptance criteria, and detail any deficiencies to Us in writing within 10 business days after resubmission of the Deliverable. If a Deliverable fails to meet the functional requirements specified in the applicable SOW or Order Form after its second resubmission to You, You may either, as Your sole and exclusive remedy: (each i) again reject the Deliverable and return it to Us for further correction and resubmission in accordance with the process described above (if the Deliverable is not accepted after two resubmissions, the matter will be escalated to Your executive sponsor for the project associated with the SOW or Order Form and Our Engagement Manager) or (ii) terminate the relevant SOW or Order Form immediately upon written notice and recover all Professional Services fees paid under such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” SOW or Order Form for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”)deficient Deliverable. If the Company should fail parties determine that a Deliverable’s functional requirements specified in a SOW or Order Form require modification (for example, due to incorrect assumptions or changed requirements), they will cooperate in good faith to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to Change Order for such Accepted Notes by so notifying the Company in writingrevised requirements.

Acceptance. Within one hour after Prudential shall have provided any interest rate quotes pursuant to paragraph 2D or such shorter period as Prudential may reasonably specify to the Acceptance WindowCompany (such period herein called the "ACCEPTANCE WINDOW"), the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 40,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “"ACCEPTED NOTE”") as to which such acceptance (herein called an “"ACCEPTANCE”") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “"ACCEPTANCE DAY” " for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. In the event the closing with respect to any Accepted Notes fails to occur within ten (10) days of the Acceptance Day for any reason (other than Prudential's failure to fund the purchase price of the Private Shelf Notes after all conditions to closing specified in paragraph 3A have been satisfied on or before 11:30 A.M. New York City local time on the last Business Day preceding the end of such ten day period), the interest rate applicable to such Accepted Notes may increase based upon the costs of the delayed closing to Prudential as reasonably determined by Prudential. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable Prior to the close of business on the Business Day next following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “"CONFIRMATION OF ACCEPTANCE”"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2(e), the Company may, subject to the terms of paragraph 2FSection 2(g), elect to accept such interest rate quotes as to not less than $5,000,000 3,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier telefacsimile within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2(g) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Shelf Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Schedule 2(f) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three (3) Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2B(4), the Company may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier facsimile transmission within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential AffiliateAffiliate or Affiliates, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate or Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit D attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to the terms of paragraph 2FSection 2.2(f), elect to accept such interest rate quotes on behalf of the Company a Quotation as to not less than $5,000,000 the aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes Purchase (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which Accepted Note” and such acceptance (being herein called an “ACCEPTANCEAcceptance”) relates). The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired interest rate quotesQuotation. Subject to paragraph 2F Section 2.2(f) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 3 attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to the terms of paragraph 2FSection 2.6, elect to accept such interest rate quotes on behalf of the Company a Quotation as to not less than $5,000,000 the aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes Purchase (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which Accepted Note” and such acceptance (being herein called an “ACCEPTANCEAcceptance”) relates). The day the Company notifies Prudential MetLife of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes Quotation as to which Prudential MetLife does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired interest rate quotesQuotation. Subject to paragraph 2F Section 2.6 and the other terms and conditions hereof, the Company agrees to sell to Prudential one or a Prudential Affiliatemore MetLife Affiliates, and Prudential agrees such MetLife Affiliates agree to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Company and each Prudential MetLife Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 3 attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential MetLife within three (3) Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may MetLife may, after consultation with the Purchasers (as necessary), at its election at any time prior to its MetLife’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within Bank and SPS shall accept from Merchant all valid Sales Drafts deposited by Merchant and shall present the Acceptance Windowsame to the appropriate Card Issuers for collection against Cardholder accounts. All presentment and assignment of Sales Drafts, the Company may, collection therefore and re-assignment or rejection of such Sales Drafts are subject to the terms of paragraph 2Fthis Agreement and the Rules. Bank shall only provisionally credit the value of collected Sales Drafts to the Account and reserves the right to adjust amounts collected to reflect the value of Chargebacks, elect fees, penalties, late submission charges and items for which Bank did not receive final payment. Settlement of funds will be in United States Dollars. Bank and SPS may refuse to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount any Sales Draft or revoke its prior acceptance of the Private Shelf Notes specified a Sales Draft in the applicable Request following circumstances: (a) the Transaction giving rise to the Sales Draft was not made in compliance with all terms and conditions of this Agreement; (b) the Cardholder disputes his liability to Bank for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (any reason, including but not earlier than 9:30 A.M. limited to those Chargeback rights enumerated in the Rules; or (c) the Transaction giving rise to the Sales Draft was not directly between Merchant and the Cardholder. Bank will offset from payments due to Merchant, any amount previously credited to Merchant for a Sales Draft not accepted or later than 2:00 P.M.revoked by Bank and SPS. Merchant shall regularly and promptly review all statements of account, New York City local time) that banking statements, and other communications sent to Merchant and shall immediately notify SPS if any discrepancy exists between Merchant’s records and those provided by SPS, the Company elects to accept such interest rate quotesMerchant’s bank, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance or with respect to any Accepted Notes is herein called transfer that Merchant believes was not authorized by Merchant or Cardholder. If Merchant fails to notify SPS in writing within fourteen (14) calendar days after the “ACCEPTANCE DAY” date that SPS mails or otherwise provides a statement of account or other report of activity to Merchant, Merchant will be solely responsible for such Accepted Notesall losses or other costs associated with any erroneous or unauthorized transfer. Any interest rate quotes as to which Prudential The foregoing does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale limit in any way Merchant’s liability for any breach of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingthis Agreement.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.2(d), the Company may, subject to the terms of paragraph 2FSection 2.2(f), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier facsimile transmission within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.2(f) and the other terms and conditions hereof, the Company agrees to sell to one or more Prudential or a Prudential AffiliateAffiliates, and Prudential agrees to purchase, or to cause the purchase by a one or more Prudential Affiliate Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto Exhibit 2.2(e) (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within Contractor shall install and test the Acceptance Window, the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes GBBF Subsystem as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable Request Exhibits and certify to Purchaser in writing at the GBBF Subsystem acceptance test review meeting the results of the testing performed on the installed GBBF Subsystem and confirming that the GBBF Subsystem meets the applicable performance requirements of Annex B, Specification for Purchasethe GBBF Subsystem, of Exhibit E, Space [*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED. Such Segment Performance Specification. Promptly (but in no event more than three (3) days) after the completion of the acceptance review meeting, Purchaser shall either accept the GBBF Subsystem in writing as complying with the applicable requirements of Annex B, Specification for the GBBF Subsystem, of Exhibit E, Space Segment Performance Specification (“Acceptance” for the GBBF Subsystem) or notify Contractor in writing as to how the GBBF Subsystem fails to comply with the applicable specified requirement(s). Upon receipt of Purchaser’s notice of defects (if any), Contractor shall repair or replace any non-conforming unit(s) of the GBBF Subsystem, at Contractor’s election and expense, and resubmit the GBBF Subsystem for Acceptance with a written certification of the results of the corrective action taken. Promptly (but in no event more than three (3) days) after receipt of Contractor’s written certification, and provided that Purchaser shall have determined in good faith that all applicable non-conformities have been corrected, Purchaser shall provide written notice of Acceptance of the GBBF Subsystem. If Purchaser fails to provide notice within the periods set forth in this section, Acceptance shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects deemed to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance have occurred with respect to any the GBBF Subsystem. If not earlier Accepted Notes is herein called as provided in the “ACCEPTANCE DAY” foregoing provisions of this Article 11 or terminated for such Accepted Notes. Any interest rate quotes as default pursuant to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereofArticle 23.1, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.GBBF Subsystem shall [*]

Acceptance. Within the Acceptance WindowACCEPTANCE WINDOW, the Company may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “"ACCEPTED NOTE”") as to which such acceptance (herein called an “"ACCEPTANCE”") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “"ACCEPTANCE DAY” " for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “"CONFIRMATION OF ACCEPTANCE”"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, the Company may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “"ACCEPTED NOTE”") as to which such acceptance (herein called an “"ACCEPTANCE”") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “"ACCEPTANCE DAY” " for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “"CONFIRMATION OF ACCEPTANCE”"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within ‌ 3.1 The Parties shall conduct acceptance testing of all Deliverables to ensure that they comply with the Acceptance WindowCriteria.‌ 3.2 The Contractor shall notify ECMWF in writing when the Deliverables are ready for Acceptance Tests. The Acceptance Tests shall be carried out by ECMWF (or its representatives, agents or consultants) within 5 Business Days after receipt by ECMWF of the Contractor's written notice that the Deliverables are ready for Acceptance Tests. 3.3 The Contractor shall give ECMWF such reasonable assistance in carrying out the Acceptance Tests as ECMWF may request and the Contractor shall be entitled to attend the Acceptance Tests on the dates notified. 3.4 If any Deliverable fails the Acceptance Tests, the Company Contractor shall remedy such failure at its expense within a reasonable time after notification of failure. If not agreed, the timing for resolution of such failure will be decided by ECMWF at its sole discretion. Thereafter the Contractor shall resubmit the relevant Deliverable to ECMWF for Acceptance Tests again. If, after the Acceptance Tests have been repeated, the Deliverables have still not passed the Acceptance Tests, ECMWF may, at its option: (a) accept the Deliverables subject to the terms parties agreeing a reasonable abatement of paragraph 2F, elect the Charges payable by ECMWF for those Deliverables;‌ (b) accept the Deliverables subject to accept such interest rate quotes as to the Contractor resolving any outstanding failures and ▇▇▇▇▇ a reasonable proportion of the Price payable for those Deliverables (not being less than $5,000,000 aggregate principal amount 10%) until the Acceptance Tests are passed; or (c) reject the Deliverables, in which case ECMWF shall return or destroy the rejected Deliverables and the Contractor shall refund to ECMWF all sums paid by ECMWF in respect of those rejected Deliverables. 3.5 If ECMWF does not accept the Deliverables, ECMWF shall have the right at its discretion to:‌ (a) cease work on any other Deliverables until Acceptance of the Private Shelf Notes specified in rejected Deliverables; or (b) terminate the applicable Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingProject.

Acceptance. Within five minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(4), or such shorter period as Prudential may specify to the Company (such period herein called the "Acceptance Window"), the Company may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier telefacsimile within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”"Accepted Note") as to which such acceptance (herein called an “ACCEPTANCE”"Acceptance") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” "Acceptance Day" for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C --------- attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”"Confirmation of Acceptance"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to the terms of paragraph 2FSection 2.6, elect to accept such interest rate quotes on behalf of the Company a Quotation as to not less than $5,000,000 the aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes Purchase (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which Accepted Note” and such acceptance (being herein called an “ACCEPTANCEAcceptance”) relates). The day the Company notifies Prudential MetLife of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes Quotation as to which Prudential MetLife does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired interest rate quotesQuotation. Subject to paragraph 2F Section 2.6 and the other terms and conditions hereof, the Company agrees to sell to Prudential one or a Prudential Affiliatemore MetLife Affiliates, and Prudential agrees such MetLife Affiliates agree to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Company and each Prudential MetLife Affiliate which is to purchase any such Accepted Notes (each, a “Purchaser” and collectively, the “Purchasers”) will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 3 attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential MetLife within three (3) Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may MetLife may, after consultation with the Purchasers (as necessary), at its election at any time prior to its MetLife’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(5) or such shorter period as Prudential may specify to the Company (such period herein called the “Acceptance Window”), the Company may, subject to the terms of paragraph 2F2B(7), elect to accept such interest rate quotes as to not less than $5,000,000 25,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(7) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit D attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to Section 2.6 or, in the event that due to conditions in the market place it shall not be feasible to hold such interest rate quotes open for 30 minutes, such shorter period as Prudential may specify to the Company (such period being the "Acceptance Window"), the Company may, subject to the terms of paragraph 2FSection 2.8, elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by e-mail, telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 1:30 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”"Accepted Note") as to which such acceptance (herein called an “ACCEPTANCE”"Acceptance") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” "Acceptance Day" for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.8 and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 2.7 attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable "Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingAcceptance").

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2E, the Company applicable Issuer may, subject to the terms of paragraph 2F2G, elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 (or its equivalent in another Available Currency) aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company applicable Issuer, notifying Prudential NYLIM by telephone or telecopier facsimile transmission within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M.that such Issuer, New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company applicable Issuer notifies Prudential NYLIM of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential NYLIM does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2G and the other terms and conditions hereof, the Company applicable Issuer agrees to sell to Prudential a NYLIM Affiliate or a Prudential AffiliateAffiliates, and Prudential NYLIM agrees to purchase, or to cause the purchase by a Prudential NYLIM Affiliate or Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential applicable Issuer and each Prudential NYLIM Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit D attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company applicable Issuer should fail to execute and return the applicable Confirmation of Acceptance to Prudential NYLIM within three Business Days following such Issuer’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential NYLIM or any NYLIM Affiliate may at its election at any time prior to its NYLIM’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company applicable Issuer in writing.

Acceptance. Within the Acceptance Window, a Responsible Officer of the Company specified in such Request for Purchase may, subject to the terms of paragraph 2FSection 2.2(f), elect to accept such interest rate quotes on behalf of the Company a Quotation as to not less than $5,000,000 10,000,000 of the aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes Purchase (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which Accepted Note” and such acceptance (being herein called an “ACCEPTANCEAcceptance”) relatesin accordance with the notice provisions in Section 18. The day the Company notifies Prudential MetLife of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes Quotation as to which Prudential MetLife does not receive an Acceptance within the Acceptance MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired interest rate quotesQuotation. Subject to paragraph 2F Section 2.2(f) and the other terms and conditions hereof, the Company agrees to sell to Prudential or MetLife and/or a Prudential AffiliateMetLife Party, and Prudential MetLife and/or such MetLife Party agrees to purchase, or to purchase and/or cause the purchase by a Prudential Affiliate MetLife Party of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential MetLife and each Prudential Affiliate MetLife Party which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 2.2(e) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Accepted Note bears a floating interest rate, then the LIBOR Rate Note Margin specified in the Confirmation of Acceptance shall remain constant for the life of such Note. If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential MetLife within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential MetLife may at its election at any time prior to its MetLife’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within The Purchaser shall have five business days from the Acceptance Window, the Company may, subject date of delivery to the terms of paragraph 2F, elect Site to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Equipment (“Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEPeriod”). In the event there is a shortage of Equipment or Equipment is found to be defective, the Purchaser shall notify the Seller. In this case the Seller will be responsible for all costs including shipping costs incurred for replacement of defective or missing Equipment; replacement Equipment shall be delivered to Site within reasonable time of notification by Purchaser. The date payment is due for deliveries that are not accepted within five business days shall be pushed back one day for every day that passes between the original delivery date and the date that replacement Equipment are delivered and accepted. If no notification has been made to the Company should fail Seller by the Purchaser in five business days, then Acceptance shall have been deemed to execute have occurred on the fifth business day following the delivery to Site. STORAGE –Upon request, Seller agrees to store finished products for the benefit of the Purchaser. Storage will be in a protected space. Terms of payment established before the Purchaser’s request for storage remain in effect unless modified through mutual written agreement. TITLE –Purchaser and return Seller both agree that Seller maintains security rights to title until all payments for Equipment have been received by Seller. WARRANTY – The previously executed Bentek Corporation Limited Warranty for COMPANY NAME shall accompany this Agreement. INTELLECTUAL PROPERTY – Purchaser and Seller agree to prevent unauthorized disclosure of intellectual property that is owned by either party, while also allowing for open discussion and for communication regarding the sale, application, installation and use of Equipment. COMPETITION-SENSITIVE INFORMATION – Purchaser and Seller agree to prevent unauthorized disclosure of competition-sensitive information such as costs or prices that are used by either party, while also allowing for open discussion and for communication regarding the sale, application, installation and use of Equipment. INDEMNIFICATION – Purchaser or related parties (contractor, building owner and host) agree to apply for and obtain all licenses, permits and inspections required for installation of Equipment and the solar electric system in accordance with local regulations and further agree to install the Equipment in accordance with applicable Confirmation laws and regulations that pertain to workplace health and safety and environmental protection. DISPUTE RESOLUTION – If a dispute arises out of Acceptance this transaction that Seller and Purchaser are unable to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notesamicably resolve, Prudential may at its election at any time prior to its receipt thereof cancel then the closing with respect to such Accepted Notes by so notifying the Company dispute will be resolved in writing.binding arbitration as follows:

Acceptance. Within As soon as practicable but in no event later than one Business Day after Metropolitan has provided a periodic spread quote pursuant to Section 2.2(c) (the "Acceptance WindowDay"), the Company may, subject to the terms of paragraph 2F, may elect to accept such interest rate quotes periodic spread quote as to not less than $5,000,000 aggregate principal amount of the Private Shelf Medium-Term Notes (or, if less, the then Available Facility Amount) specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential Metropolitan by telephone or telecopier within (the "Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local timeCall") that the Company elects to accept such interest rate quotesperiodic spread quote, specifying the Private Shelf Medium-Term Notes as to which such acceptance relates; provided, however, that no such acceptance of a periodic spread quote shall obligate the Company to issue, or Metropolitan to purchase, any Medium-Term Notes unless and until an interest rate acceptable to both the Company and Metropolitan is agreed upon as set forth below in this Section 2.2(e). Metropolitan shall then provide on such Acceptance Call interest rate quotes for the principal amount(s), maturit(ies), prepayment schedule(s) and interest payment period(s) of such Medium-Term Notes (based upon the respective spreads over treasuries provided by Metropolitan pursuant to Section 2.2(c)). Each quote shall represent the interest rate per annum payable on the outstanding principal amount of such Medium-Term Notes (until such balance shall have become due and payable) at which Metropolitan or a Metropolitan Affiliate would be willing to purchase such Medium-Term Notes at 100% of the principal amount thereof. Any such interest rate quote shall be valid only for the period of time stipulated by Metropolitan during such Acceptance Call, and in no event shall such interest rate quote survive the termination of such Acceptance Call. If the Authorized Officer of the Company elects to accept such interest rate quote, he will so notify Metropolitan on the Acceptance Call, specifying the Medium-Term Notes (each such Private Shelf Medium-Term Note being herein called an “ACCEPTED NOTE”"Accepted Note") as to which such acceptance (herein called an “ACCEPTANCE”"Acceptance") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company hereby agrees to sell to Prudential Metropolitan or a Prudential Metropolitan Affiliate, and Prudential Metropolitan ▇▇▇▇▇▇ agrees to purchase, or to cause the purchase by a Prudential Metropolitan Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable Prior to the close of business on the Business Day next following the Acceptance Day, the Company, Prudential Metropolitan and each Prudential Metropolitan Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 2.2(e) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”"Confirmation of Acceptance"). If Any periodic spread quotes which are not accepted by the Company should fail to execute as herein provided shall expire at the close of business on the Acceptance Day, and return the applicable Confirmation no purchase or sale of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to Medium-Term Notes hereunder shall be made based on such Accepted Notes by so notifying the Company in writingexpired periodic spread quotes.

Acceptance. Within the Acceptance Window, the Company may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for PurchasePurchase (or such lesser amount as to which Prudential in its sole discretion may agree). Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “"ACCEPTED NOTE”") as to which such acceptance (herein called an “"ACCEPTANCE”") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “"ACCEPTANCE DAY” " for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “"CONFIRMATION OF ACCEPTANCE”"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within five minutes after Prudential shall have provided any interest rate quotes pursuant to Section 2B(4) or such shorter period as Prudential may specify to the Obligors (such period herein called the "Acceptance Window"), the Company Obligors may, subject to the terms of paragraph 2FSection 2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company an Obligor notifying Prudential by telephone or telecopier in person within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects Obligors elect to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”"Accepted Note") as to which such acceptance (herein called an “ACCEPTANCE”"Acceptance") relates. The day the Company notifies Obligors notify Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” "Acceptance Day" for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2B(6) and the other terms and conditions hereof, the Company agrees Obligors agree to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Accepted Notes. As soon as practicable following the Acceptance Day, the CompanyObligors, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit D attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”"Confirmation of Acceptance"). If the Company Obligors should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(5) or such shorter period as Prudential may specify to the Company (such period herein called the "Acceptance Window"), the Company may, subject to the terms of paragraph 2F2B(7), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telecopier or telephone or followed by telecopier notice, if requested by the Company within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”"Accepted Note") as to which such acceptance (herein called an “ACCEPTANCE”"Acceptance") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” "Acceptance Day" for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(7) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”"Confirmation of Acceptance"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, the Company may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”"Accepted Note") as to which such acceptance (herein called an “ACCEPTANCE”"Acceptance") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” "Acceptance Day" for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”"Confirmation of Acceptance"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(5) or such shorter period as Prudential may specify to the Acceptance WindowCompany (such period herein called the "ACCEPTANCE WINDOW"), the Company may, subject to the terms of paragraph 2F2B(7), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “"ACCEPTED NOTE”") as to which such acceptance (herein called an “"ACCEPTANCE”") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “"ACCEPTANCE DAY” " for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(7) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “"CONFIRMATION OF ACCEPTANCE”"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow in respect to any Quotation, an Authorized Officer of the Company may, subject to the terms of paragraph 2FSection 2(b)(vi), elect to accept on behalf of the Company such interest rate quotes Quotation as to not less than $5,000,000 the aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes Purchase (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which Accepted Note” and such acceptance (being herein called an “ACCEPTANCEAcceptance”) relates). The day the Company notifies Prudential MetLife of an its Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes Quotation as to which Prudential MetLife does not receive an Acceptance within the Acceptance Window in respect of such Quotation shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired interest rate quotesQuotation. Subject to paragraph 2F Section 2(b)(vi) and the other terms and conditions hereof, the Company agrees to sell to Prudential MetLife or a Prudential MetLife Affiliate, and Prudential MetLife agrees to purchase, or to cause the purchase by a Prudential MetLife Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential MetLife and each Prudential MetLife Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto with respect to such Accepted Notes (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential MetLife within three (3) Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential MetLife may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within Unless the applicable Order or SOW specifies that other acceptance criteria/requirements apply to Products covered by that Order/SOW and what those criteria/requirements are (“Acceptance WindowProcedures”), the Company may, Product acceptance occurs upon their Delivery. If a Product is to be subject to the terms of paragraph 2Fany Acceptance Procedures, elect to accept including acceptance testing, acceptance period, customer acceptance sign-off or other acceptance criteria, then such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes shall be specified in the applicable Request for Purchase. Such election Order or SOW and the objective acceptance requirements, criteria and procedures regarding such shall be made as indicated in the applicable Order or SOW or as otherwise agreed upon in writing. Once the Acceptance Procedures successfully have been fulfilled, then the Products shall be deemed to have been accepted and “Acceptance Procedures Achievement” shall be deemed to have occurred. If such a Product does not reach Acceptance Procedures Achievement in accordance with the applicable Acceptance Procedures, then you may, at your sole option and election, unless the applicable Order or SOW specifies another remedy, either: (i) accept such Product subject to Vendor's obligation to correct any nonconformities pursuant to applicable warranties and/or any Annuity Services coverage that you have in place for the Product; (ii) reject such Product by an Authorized Officer giving Vendor written notice of rejection and making it available for removal by Vendor, at Vendor’s sole cost, within fifteen (15) days after providing Vendor with the notice of rejection, in which case Vendor shall, within fifteen (15) days thereafter, refund to you any amounts paid by you to Vendor for the rejected Product and fully write-off and cancel any Vendor invoices to you for the rejected Product; upon Vendor re-taking possession of the Company notifying Prudential by telephone rejected Product all risk of loss for the Product shall rest solely with Vendor; upon Vendor providing you with all such refunds, write-offs and cancellations of invoices for the rejected Product, clear title to the returned rejected Products shall rest solely with Vendor and all licenses to you for the rejected Product shall terminate; or telecopier (iii) agree with Vendor in writing to an extension of the time period for acceptance to be achieved; but, in such event and if the Product is not accepted in accordance with the applicable Acceptance Procedures within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M.extended time period, New York City local time) that the Company elects then you still may resort to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% either of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingtwo options set forth above.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2(e), the Company may, subject to the terms of paragraph 2FSection 2(g), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2(g) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Schedule 2(f) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within ‌ 3.1 The Parties shall conduct acceptance testing of all Deliverables to ensure that they comply with the Acceptance WindowCriteria. 3.2 The Contractor shall notify ECMWF in writing when the Deliverables are ready for Acceptance Tests. The Acceptance Tests shall be carried out by ECMWF (or its representatives, agents or consultants) within 5 Business Days after receipt by ECMWF of the Contractor's written notice that the Deliverables are ready for Acceptance Tests. 3.3 The Contractor shall give ECMWF such reasonable assistance in carrying out the Acceptance Tests as ECMWF may request and the Contractor shall be entitled to attend the Acceptance Tests on the dates notified. 3.4 If any Deliverable fails the Acceptance Tests, the Company Contractor shall remedy such failure at its expense within a reasonable time after notification of failure. If not agreed, the timing for resolution of such failure will be decided by ECMWF at its sole discretion. Thereafter the Contractor shall resubmit the relevant Deliverable to ECMWF for Acceptance Tests again. If, after the Acceptance Tests have been repeated, the Deliverables have still not passed the Acceptance Tests, ECMWF may, at its option: (a) accept the Deliverables subject to the terms parties agreeing a reasonable abatement of paragraph 2F, elect the Charges payable by ECMWF for those Deliverables;‌ (b) accept the Deliverables subject to accept such interest rate quotes as to the Contractor resolving any outstanding failures and ▇▇▇▇▇ a reasonable proportion of the Price payable for those Deliverables (not being less than $5,000,000 aggregate principal amount 10%) until the Acceptance Tests are passed; or (c) reject the Deliverables, in which case ECMWF shall return or destroy the rejected Deliverables and the Contractor shall refund to ECMWF all sums paid by ECMWF in respect of those rejected Deliverables. 3.5 If ECMWF does not accept the Deliverables, ECMWF shall have the right at its discretion to: (a) cease work on any other Deliverables until Acceptance of the Private Shelf Notes specified in rejected Deliverables; or (b) terminate the applicable Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.Project.‌‌

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to Section 2.5 or, in the event that due to conditions in the market place it shall not be feasible to hold such interest rate quotes open 30 minutes, such shorter period as Prudential may specify to the Company (such period being the “Acceptance Window”), the Company may, subject to the terms of paragraph 2FSection 2.7, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 1:30 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.7 and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Accepted Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 2.6 attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2E or such other period as Prudential may specify to the Company (such period being the “Acceptance Window”), the Company may, subject to the terms of paragraph 2F2G, elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2G and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Shelf Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three two Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2B(4), the Company may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential AffiliateAffiliate or Affiliates, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate or Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit D attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after New York Life shall have provided any Quotation pursuant to paragraph 2A(5) or such other period as shall be mutually agreed to by the Company and New York Life (such period herein called the “Acceptance Window”), the Company may, subject to the terms of paragraph 2F2A(7), elect to accept such interest rate quotes Quotation as to not less than $5,000,000 the aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential New York Life by telephone or telecopier confirmed email transmission within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotesQuotation, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential New York Life of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes Quotation as to which Prudential New York Life does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotesQuotation. Subject to paragraph 2F 2A(7) and the other terms and conditions hereof, the Company agrees to sell to Prudential New York Life or a Prudential New York Life Affiliate, and Prudential New York Life agrees to purchase, or to cause the purchase by a Prudential New York Life Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential New York Life and each Prudential New York Life Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit E attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Accepted Note is a Floating Rate Note, then the Floating Rate Note Margin specified in the Confirmation of Acceptance shall remain constant for the life of such Note. If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential New York Life within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential New York Life may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (1) Sandoz shall deliver to Alder or Alder’s designated testing laboratory samples of each Batch of the BDS, as and when Batches are Manufactured, and within at least [***] after Manufacture, in accordance with a mutually agreed sampling plan. Sandoz shall also provide Alder with the related Manufacturing Records (including the Certificates) for the Batch as soon as possible after the Batch is Manufactured and at least within [***]. (2) Sandoz shall notify Alder in writing when each Batch of the BDS has been Released by Sandoz according to the release mechanism set forth in this Agreement and the Quality Agreement, including certification as to cGMP and the Sandoz Release Specifications and Sandoz shall provide Alder with the Certificates for the Batch and the related Manufacturing Records. Upon Alder’s receipt of the aforesaid notification and Certificates and related Manufacturing Records, Alder and Sandoz shall schedule Delivery of the Batch. (3) Within [***], whichever occurs last (the Acceptance Window“Start-review Date”), Alder or its representative(s) may, at Alder’s option, analyze and test each Batch and samples from each Batch and review the related Certificates and Manufacturing Records. Any complaints by Alder that a Batch, or one or more samples in a Batch, is not conforming with the requirements under Clause 18(1) (such BDS being referred to as “Non-conforming” BDS, and such non-conformity referred to as “Non-conformity”) shall be delivered to Sandoz in writing within [***] after the Start-review Date of such Batch (or, in the case of latent Non-conformity that was not readily ascertainable by the testing of the BDS and review of the related Certificates, within [***] after discovery of such latent Non-conformity), with such complaint being accompanied by supporting data for purposes of consideration and verification by Sandoz. (4) If Sandoz receives a complaint under Clause 20(3), or if Sandoz discovers a Non-conformity, the Company may, subject following procedures shall apply: (5) In the event of a failure [***] to deliver to Alder the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes quantities specified in the relevant Firm Order(s), then the difference between the quantity transferred under the Firm Order(s) and the number specified in such Firm Order(s) shall constitute a “Supply Deficiency” for the purposes of this Agreement. If there is a Supply Deficiency, then, if requested by Alder, Sandoz shall take within a mutually agreed upon timeline [***] steps to remedy the Supply Deficiency[***]: (1) Sandoz shall make Commercially Reasonable Efforts to increase the length of a manufacturing campaign at the Production Facility in order to Manufacture and deliver to Alder additional Batches to remedy the Supply Deficiency (“Deficiency Cure Batches,” and each such quantity of BDS, a “Deficiency Cure Quantity”); (2) utilize any reasonably suitable capacity at the Production Facility which is not then contractually or otherwise committed to the performance of services for Affiliates or Third Party customers of [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Sandoz and its Affiliates during the applicable Request Contract Year to Manufacture and deliver to Alder Deficiency Cure Batches that meet the relevant requirements under this Agreement; (3) If Sandoz is able to utilize any reasonably suitable uncommitted capacity of the Production Facility to remedy any Supply Deficiency, Alder shall have priority over all Third Party customers of Sandoz for Purchaseuse of such uncommitted capacity and Sandoz shall apply its best efforts to cure the Supply Deficiency using such uncommitted capacity; and (4) coordinate and cooperate with Alder to re-schedule Manufacture and transfer Batches of BDS ordered hereunder through the Joint Steering Committee, to re-schedule Manufacture to maximize Sandoz’s ability to Manufacture any additional Batches while minimizing the disruption of manufacture at Sandoz’s facility. In the event that any of the foregoing procedures results in a Deficiency Cure Quantity being delivered in a different Calendar Year than the Calendar Year in which the original batch was ordered for delivery by Alder, the Price for such Deficiency Cure Quantity shall be the lesser of: [***]. Furthermore, in the event that any of the foregoing procedures results in a Deficiency Cure Quantity being delivered, Alder shall not be responsible for Sandoz’s costs and expenses relating to start-up, change over or other miscellaneous costs and expenses incurred by Sandoz to Manufacture the Deficiency Cure Quantity. If Sandoz fails to make deliveries at the specified time and such failure is caused by fault of Sandoz, its Affiliates or their respective agents, Sandoz will at no cost to Alder employ accelerated measures such as expediting fees, premium transportation costs or overtime to minimize the lateness of delivery. In the event Sandoz fails to cure a Supply Deficiency or Supply Failure within [***] after the occurrence of such Supply Deficiency or Supply Failure, the Steering Committee shall be conveyed to discuss the matter. In the event of a failure solely attributable to Sandoz (or the Parties agree that there is no reasonable likelihood that Sandoz will be able, due to a failure solely attributable to Sandoz) to deliver to Alder at least [***] of that quantity of BDS ordered by Alder in any [***] period or at least [***] of that quantity of BDS ordered by Alder in any [***] period; then such event shall constitute a “Supply Failure”. In the event of any Supply Failure the Price to be paid by Alder to Sandoz shall be [***] of the Price otherwise in effect for [***]. Such election adjusted Price shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance apply with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” subsequent BDS quantities delivered to Alder for such Accepted Notes. Any interest rate quotes as to which Prudential that quantity of the relevant BDS that Sandoz does not receive an Acceptance within deliver during the Acceptance Window [***] period that comprises such Supply Failure which is below the quantity of BDS for which Service Orders were placed during such [***] period. Should a Supply Failure occur, Alder may elect to: (i) terminate the Agreement for Sandoz’s material breach, in which case Sandoz shall expireprovide Alder with information, support and no purchase or sale assistance – including technical assistance – as is reasonably necessary for the effective transfer of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject the Manufacturing of the BDS and Technical Information to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, Alder (or to cause a second source) without cost for any said support or assistance; or (ii) treat the purchase by Supply Failure as a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingSupply Deficiency.

Acceptance. Within the Acceptance Window, the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “"ACCEPTED NOTE”") as to which such acceptance (herein called an “"ACCEPTANCE”") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “"ACCEPTANCE DAY” " for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. In the event the closing with respect to any Accepted Notes fails to occur within ten (10) days of the Acceptance Day for any reason (other than Prudential's failure to fund the purchase price of the Private Shelf Notes after all conditions to closing specified in paragraph 3A have been satisfied on or before 11:30 A.M. New York City local time on the last Business Day preceding the end of such ten day period), the interest rate applicable to such Accepted Notes may increase based upon the costs of the delayed closing to Prudential as reasonably determined by Prudential. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “"CONFIRMATION OF ACCEPTANCE”"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.with

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2B(4), the Company may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone telephone, e-mail or telecopier facsimile transmission within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential AffiliateAffiliate or Affiliates, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate or Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit D attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within Defects a) Acceptance of the Acceptance WindowDOM NOW Content (“Acceptance”) shall be confirmed in writing by the Sponsor within 10 days of delivery of the final content and shall be confirmed on the basis that all the DOM NOW Specifications have been met (and if any acceptance tests are agreed upon in writing by the Parties, then this shall form the basis for Acceptance). The Sponsor shall notify Wiley in writing if the DOM NOW Content has not met the DOM NOW Specifications and give detailed reasons for such non-acceptance within 10 days of delivery, after which, if Wiley agrees with Sponsor, Wiley shall revise the DOM NOW Content to ensure it conforms with the DOM NOW Specifications and resubmit the DOM NOW Content for Acceptance. In the event that the Sponsor fails to provide Wiley with appropriate written notification, the Company DOM NOW Content shall be deemed to be accepted on the expiry of ten (10) days after the content has been provided to the Sponsor. b) Wiley shall remedy any Defects promptly in order to ensure that the DOM NOW Content is accepted by the Sponsor. If the retest demonstrates that the DOM NOW Content is still not in conformance with the DOM NOW Specifications, and such non-conformance is not due to any act or omission by Sponsor, the Sponsor may, by written notice to Wiley, elect: (i) to fix a new mutually agreeable date for carrying out further tests on the content on the same terms and conditions as the retest; or (ii) to accept the content subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount an abatement of the Private Shelf Notes specified Fees, such abatement to be an amount that is reasonable and proportional to the non-conformance, taking into account the circumstances. c) Sponsor shall notify Wiley in the applicable Request for Purchase. Such election shall be made by an Authorized Officer writing of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects any Defects arising in relation to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) DOM NOW Content after publication on DOM NOW as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes soon as to which Prudential does not receive an Acceptance within the Acceptance Window shall expirereasonably possible, and no purchase or sale more than ten (10) days within discovery of Private Shelf Notes hereunder such Defects, and Sponsor shall be made based on such expired interest rate quotes. Subject provide Wiley with all information as to paragraph 2F the nature of the Defect, the audience and the other terms and conditions hereof, key impact details. Wiley will use commercially reasonable endeavours to fix Defects within time frames that are reasonable in light of commercially reasonable industry practice taking into account the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% severity of the principal amount Defect and its impact on the Sponsor or its Users. There will be no charge to the Sponsor for fixing of such NotesDefects during the Term. As soon as practicable following Resolution of any service issue which does not fall under the Acceptance Daydefinition of Defect may be chargeable at Wiley’s reasonable discretion. Due to the nature of technology, the Company, Prudential Wiley does not guarantee that all Defects will be repairable and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called event that it is not possible to repair a “CONFIRMATION OF ACCEPTANCE”). If Defect, Wiley shall inform the Company should fail Sponsor and discuss in good faith the next steps with the Sponsor to execute and return achieve the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingoutcomes for DOM NOW as anticipated.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.2(e), the Company may, subject to the terms of paragraph 2FSection 2.2(g), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.2(g) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 2.2(f) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2(d), the Company may, subject to the terms of paragraph 2FSection 2(f), elect to accept such interest rate quotes as to not less than $5,000,000 25,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone telephone, facsimile transmission or telecopier by a PDF attachment to an to an email transmitted to an email address for an Authorized Officer within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2(f) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 2(e) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company's receipt of a Confirmation of Acceptance with respect to any Accepted NotesNotes from Prudential, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential's receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to Section 2.5 or, in the Acceptance Windowevent that due to conditions in the market place it shall not be feasible to hold such interest rate quotes open 30 minutes, such shorter period as Prudential may specify to the Company (such period being the "ACCEPTANCE WINDOW"), the Company may, subject to the terms of paragraph 2FSection 2.7, elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier 3 8 than 9:30 A.M. or later than 2:00 1:30 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “"ACCEPTED NOTE”") as to which such acceptance (herein called an “"ACCEPTANCE”") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “"ACCEPTANCE DAY” " for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.7 and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 2.6 attached hereto (herein called a “"CONFIRMATION OF ACCEPTANCE”"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within Customer, with the Acceptance Windowreasonable cooperation of Vendor, will perform acceptance tests to determine whether the Company may, subject to Licensed Services operate when accessed and used from the terms of paragraph 2F, elect to accept such interest rate quotes Customer operating environment as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable Request for PurchaseDocumentation and meet the requirements specified by Customer and approved by Vendor (“Acceptance Tests”). Such election shall The Acceptance Tests will be made completed by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or no later than 2:00 P.M., New York City local time) that 21 days after the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes Effective Date (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEPeriod”). If Customer determined that the Company should fail to execute and return Licensed Services have successfully completed the applicable Confirmation Acceptance Tests, Customer shall promptly provide Vendor with a written notice of such success (a “Success Notice”). If Customer determines that the Licensed Services have not successfully completed the Acceptance to Prudential within three Business Days following Tests, Customer will promptly provide Vendor with a written notice of such failure (a “Failure Notice”). Upon correction of the items specified in the Failure Notice, Vendor will provide Customer a Correction Notice. Promptly after receipt of the Correction Notice, Customer will retest the Licensed Services. If Customer determines that the Licensed Services fail again to successfully complete the Acceptance Tests, Customer will have the right to terminate this Agreement, without penalty, upon written notice to Vendor. Once a Confirmation Correction Notice is issued, if, during retesting, Customer raises another matter that existed at the time of the Acceptance Test but was not included in the Failure Notice, the new issue will be considered an initial Failure Notice. Each Party shall bear its own costs in connection with respect the Acceptance Tests. The initial payment by Customer under this Agreement shall not be invoiced until Customer has accepted the Licensed Services in accordance with this Section 3.1; however, if Customer terminates this Agreement pursuant to this Section 3.1, and has made payments to Vendor under this Agreement, Customer shall have the right, as its exclusive remedy for the failure of the Licensed Services to pass the Acceptance Tests, to receive prompt reimbursement of all such payments made to Vendor. Customer will be deemed to have accepted the Licensed Services upon the earliest of (a) the delivery of an Acceptance Notice for the Licensed Services, (b) the expiration of the Acceptance Period without delivery of a Failure Notice, and (c) the passage of seven (7) calendar days after Vendor transmitted a Correction Notice to Customer without delivery of an additional Failure Notice from Customer. 4.1. Content. Vendor shall not make any Accepted Noteschanges, Prudential including changes in content, presentation, or placement, to Customer Materials displayed on a Service Web Site without Customer’s prior written consent. In no event will Customer be required to be associated with the Service Web Site if it contains offensive or illegal content, if it puts Customer in a negative or disparaging light, or if it exhibits bias against Customer. Without limiting Customer’s remedies, if Customer disapproves of the content or other materials made available or linked to the Service Web Site or if Vendor breaches any provision of this Section 4.1, Customer may at its election at any time prior to its receipt thereof cancel direct that Customer Materials, Marks or other intellectual property be immediately removed from the closing with respect to such Accepted Notes by so notifying the Company in writingService Web Site.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to the terms of paragraph 2FSection 2.6, elect to accept such interest rate quotes on behalf of the Company a Quotation as to not less than $5,000,000 the aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes Purchase (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which Accepted Note” and such acceptance (being herein called an “ACCEPTANCEAcceptance”) relates). The day the Company notifies Prudential AIG of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes Quotation as to which Prudential AIG does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired interest rate quotesQuotation. Subject to paragraph 2F Section 2.6 and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential an AIG Affiliate, and Prudential AIG agrees to purchase, or to cause the purchase by a Prudential an AIG Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are denominated. As soon as practicable following the Acceptance Day, the Company, Prudential AIG and each Prudential AIG Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 3 attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential AIG within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential AIG may at its election at any time prior to its AIG’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.2(d), the Company may, subject to the terms of paragraph 2FSection 2.2(f), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier facsimile transmission within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.2(f) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential AffiliateAffiliate or Affiliates, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate or Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto Exhibit 2.2(e) (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within A. LUCENT shall evaluate the Acceptance WindowPRODUCT delivered under this Agreement for compliance with the criteria set forth in Exhibit A, and shall submit a written acceptance or rejection to SPANLINK within thirty (30) days after the Company mayreceipt by LUCENT of the PRODUCT specifying the errors or defects leading to such rejection if rejected. Such written acceptance or rejection shall be transmitted to SPANLINK only by LUCENT, subject Shipment to and use of the terms of paragraph 2FPRODUCT by a customer shall not be deemed acceptance, elect however, payment pursuant to Exhibit B shall be due to SPANLINK for all PRODUCT shipped to customers whether or not the PRODUCT has been formally accepted. LUCENT shall have the right to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount portions of the Private Shelf Notes specified in the applicable Request for PurchasePRODUCT. Such election If LUCENT does not notify SPANLINK within such 30-day period of LUCENT'S acceptance or rejection, PRODUCT shall be made by an Authorized Officer assumed to have been accepted. B. If a PRODUCT evaluated pursuant to paragraph A of this Article is rejected, SPANLINK agrees to use its best efforts to correct each error leading to such rejection and the Company notifying Prudential by telephone or telecopier corrected PRODUCT shall be resubmitted for acceptance testing within thirty (30) days following receipt of notice from LUCENT of such errors. LUCENT shall have thirty (30) days after the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects resubmissions of such corrected PRODUCT to accept or reject such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”)PRODUCT. If the Company should fail corrected PRODUCT passes the acceptance tests, SPANLINK agrees to execute and return incorporate the applicable Confirmation corrections in all future copies of Acceptance the PRODUCT provided to Prudential LUCENT by SPANLINK. SPANLINK further agrees to promptly replace any uncorrected PRODUCT previously supplied to LUCENT under ARTICLE 6 -DELIVERABLES with corrected PRODUCT at no charge to LUCENT. C. If the errors in a rejected PRODUCT cannot be corrected within three Business Days following receipt the period specified in paragraph B of this Article or if a Confirmation of Acceptance with respect to any Accepted Notesresubmitted PRODUCT retested by LUCENT during the re-evaluation period is again rejected, Prudential may then LUCENT shall, at its election option (1) accept the PRODUCT at any time prior an equitable adjustment in price as may be agreed by the parties, in which case the PRODUCT shall be deemed accepted; (2) afford SPANLINK one or more extensions to correct the PRODUCT for a period or periods to be specified by LUCENT without prejudice to LUCENT rights to thereafter exercise its receipt thereof cancel option under either clause (1) or (3) of this paragraph without further notice to SPANLINK, if the closing errors have not been corrected; or (3) be entitled to a prompt and full refund of all monies previously paid under this Agreement with respect to such Accepted Notes PRODUCT to the extent that such payments relate to a LUCENT customer who has returned such PRODUCT for a refund from LUCENT. If option (3) is exercised, LUCENT may (i) cancel, without charge or obligation, any pending ORDERS for such PRODUCT, (ii) shall have no further obligation to SPANLINK under this Agreement as to such PRODUCT (provided, however, in all events SPANLINK will be entitled to receive and retain all payments under this Agreement for all such PRODUCT actually delivered to and retained by so notifying the Company in writingLUCENT customers); (iii) and may elect to terminate this Agreement by written notice to SPANLINK.

Acceptance. Within (i) RX shall comply with Six Flags' credit card procedures (the Acceptance Window, the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount "Credit Card Procedures") (a list of the Private Shelf Notes specified Credit Card Procedures in the applicable Request for Purchase. Such election shall be made by an Authorized Officer effect as of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M.date hereof is attached hereto and is incorporated herein), New York City local time) that the Company elects as Six Flags may amend them from time to accept such interest rate quotestime upon notice to RX, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to acceptance of Credit Cards as payment for any Accepted Notes Goods/Services. (ii) RX agrees that it shall not: (A) discriminate in favor of any Credit Card accepted for payment over another, (B) require a minimum transaction amount or impose a surcharge as a condition for honoring Credit Cards, (C) impose a requirement on Credit Card holders to provide any personal information as a condition for honoring Credit Cards unless otherwise required by the Credit Card Procedures, (D) make or require a photocopy of a Credit Card, (E) make a Credit Card sale where only part of the consideration due is herein called paid by use of such Credit Card, or (F) accept a Credit Card for any purpose which is prohibited by the “ACCEPTANCE DAY” Credit Card Procedures. (iii) RX shall not make a Credit Card sale to any person if: (A) the Credit Card being presented has expired according to the expiration date shown on such Credit Card, (B) the sale has been declined for such Accepted Notes. Any interest rate quotes as authorization, (C) RX has reasonable grounds to which Prudential believe the Credit Card being presented is counterfeit, fraudulent or stolen, or (D) the signature on the Credit Card does not receive appear to be the same as the signature on the sales draft or the spelling of the signature on the sales draft is different from the spelling of the name on the Credit Card. RX shall use reasonable efforts to retrieve any credit card from the customer when instructed by a service provider in response to an Acceptance within the Acceptance Window shall expire, and no purchase authorization or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company inquiry. (iv) RX agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% display symbols of the principal amount of such Notes. As soon as practicable following the Acceptance DayCredit Cards, the Companysupplied by Six Flags hereunder, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially at its Facility in the form Park to effectively inform customers of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return Park that the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes Credit Cards are honored by so notifying the Company in writingRX.

Acceptance. Within PanAmSat will test each of Lessee's Transponders in accordance with the acceptance test plan (the "Acceptance Test Plan") prepared by PanAmSat prior to the launch of Galaxy VIII(i)R, a copy of which Acceptance Test Plan shall be provided to Lessee upon written request of Lessee after such Acceptance Test Plan is prepared. Lessee agrees that if such tests indicate that the Lessee Transponders (i) have passed all tests set forth in the Acceptance WindowTest Plan, (ii) meet the Company mayTransponder Performance Specifications and (iii) are available for service, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount then acceptance and Delivery of the Private Shelf Notes specified in the applicable Request for Purchase. Such election Lessee Transponders by Lessee shall be made by an Authorized Officer deemed to occur on the later of (x) PanAmSat's delivery to Lessee of a certification that the foregoing clauses (i) and (ii) have been met and (y) the date on which PanAmSat makes the Transponders available to Lessee for Lessee's commercial use; provided that if more than one-half of the Company notifying Prudential number of Lessee Transponders elected by telephone or telecopier within Lessee pursuant to Section 2.01 to be leased upon the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M.Galaxy VIII(i)R Lease Commencement Date meet the Transponder Performance Specifications, New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such then acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder Delivery shall be made based on such expired interest rate quotes. Subject deemed to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing occur with respect to such Accepted Notes by so notifying Lessee Transponders (provided that clauses (i) and (iii) above have also been met) and the Company in writingMonthly Base Lease Rate payments shall be prorated accordingly based upon the number of Lessee Transponders meeting the Transponder Performance Specifications as a percentage of the total number of Lessee Transponders; provided further that the TCN Transponder shall not be considered for purposes of the foregoing calculation. PanAmSat shall keep Lessee reasonably informed of the expected date of such Delivery and upon written request of Lessee shall provide Lessee with a written copy of Acceptance Test Plan results promptly after PanAmSat's receipt thereof from the manufacturer of the Satellite. To the extent any Lessee Transponders are not deemed accepted and Delivered, the amounts of the Monthly Base Lease Rate will be proportionately reduced (based on the assumption that all of the Lessee Transponders have equal value) and "Lessee Transponders" shall be deemed to be comprised of only the accepted and Delivered Lessee Transponders.

Acceptance. Within 5 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(4) or such shorter period as Prudential may specify to the Company (such period herein called the "Acceptance Window"), the Company may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”"Accepted Note") as to which such acceptance (herein called an “ACCEPTANCE”"Acceptance") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” "Acceptance Day" for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit D attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”"Confirmation of Acceptance"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within two Business Days after ▇▇▇▇▇▇▇ shall have provided any interest rate quotes pursuant to Section 2.4 (the “Acceptance Window”), the Company may, subject to the terms of paragraph 2FSection 2.6, elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential ▇▇▇▇▇▇▇ by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential ▇▇▇▇▇▇▇ of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential ▇▇▇▇▇▇▇ does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.6 and the other terms and conditions hereof, the Company agrees to sell to Prudential ▇▇▇▇▇▇▇ and/or a ▇▇▇▇▇▇▇ Affiliate or a Prudential AffiliateAffiliates, and Prudential ▇▇▇▇▇▇▇ agrees to purchase, or to cause the purchase by ▇▇▇▇▇▇▇ and/or a Prudential ▇▇▇▇▇▇▇ Affiliate or Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Company and ▇▇▇▇▇▇▇ and/or each Prudential ▇▇▇▇▇▇▇ Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential ▇▇▇▇▇▇▇ within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate may at its election at any time prior to its ▇▇▇▇▇▇▇’▇ receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.2(e), the Company may, subject to the terms of paragraph 2FSection 2.2(g), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier or email within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.2(g) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 2.2(f) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within Optionee hereby acknowledges receipt of a copy of the Acceptance WindowPlan and this Agreement. Optionee has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Option subject to all of the terms and conditions of the Plan and this Agreement. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the Company mayapplicable term and provision of the Plan will govern and prevail. Please read the Plan, subject the Agreement and the Country Addendum carefully as those documents contain important terms and conditions relating to the Option. In order to receive the Option, Optionee must acknowledge and accept the terms and conditions of the Plan and the Agreement electronically using the E*TRADE system. By electronically accepting the Option in the E*TRADE system, Optionee is acknowledging that he / she has reviewed, understood and agrees to the terms of paragraph 2Fthe Plan and the Agreement and Optionee's intent to electronically sign the Agreement. If Optionee does not accept the Option electronically in the E*TRADE system within 120 days, elect the Company will cancel the Option in its entirety, without any requirement to provide notice to Optionee, and it will cease to appear in Optionee's E*TRADE account or otherwise be outstanding. It is solely Optionee's responsibility to accept such interest rate quotes as the Option. By clicking on the “Accept” button, Optionee confirms having read and understood the documents relating to not less than $5,000,000 aggregate principal amount this grant, including Section 12 of the Private Shelf Notes specified this Agreement entitled Data Privacy, which were provided to you in the applicable Request for PurchaseEnglish language. Such election shall be made by an Optionee accepts the terms of those documents accordingly. CERIDIAN HCM HOLDING INC. By Authorized Officer of Optionee has signed this Agreement upon electronically acknowledging acceptance with the Company notifying Prudential by telephone or telecopier within intent to sign, in accordance with Section 18(h). pursuant to the Acceptance Window Ceridian HCM Holding Inc. 2018 Equity Incentive Plan (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEPlan”) as This Country Addendum to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other Agreement includes additional terms and conditions hereofthat govern the Option and Optionee’s participation in the Plan if Optionee resides and/or works outside of the United States. If Optionee transfers to another country reflected in this Country Addendum, the additional terms and conditions for such country (if any) will apply to Optionee to the extent the Company agrees to sell to Prudential or a Prudential Affiliatedetermines, and Prudential agrees to purchasein its sole discretion, or to cause that the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount application of such Notesterms and conditions is necessary or advisable for legal or administrative reasons (or the Company may establish alternative terms as may be necessary or advisable to accommodate Optionee’s transfer). As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially Capitalized terms not defined in this Country Addendum but defined in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If Agreement or the Company should fail to execute and return Plan shall have the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel same meaning as in the closing with respect to such Accepted Notes by so notifying Agreement or the Company in writingPlan.

Acceptance. Within 2 minutes after AIG shall have provided any interest rate quotes pursuant to Section 2B(4) or such shorter period as AIG may specify to the Company (such period herein called the “Acceptance Window”), the Company may, subject to the terms of paragraph 2FSection 2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential AIG by telephone or telecopier email within the Acceptance Window (but not earlier than 9:30 A.M. a.m. or later than 2:00 P.M.1:30 p.m. (or such later time as AIG may agree), New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential AIG of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential AIG does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential an AIG Affiliate, and Prudential AIG agrees to purchase, or to cause the purchase by a Prudential an AIG Affiliate of, the Accepted Notes at 100% of the principal amount of such Accepted Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential such AIG Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential such AIG Affiliate within three 2 Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential such AIG Affiliate may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2(e), the Company may, subject to the terms of paragraph 2FSection 2(g), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential MetLife by e‑mail, telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an Graybar Electric Company, Inc. “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential MetLife of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential MetLife does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2(g) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential AffiliateMetLife Party, and Prudential MetLife agrees to purchase, or to purchase and/or cause the purchase by a Prudential Affiliate MetLife Party of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential MetLife and each Prudential Affiliate MetLife Party which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Schedule 2(f) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Accepted Note bears a floating interest rate, then the LIBOR Rate Note Margin specified in the Confirmation of Acceptance shall remain constant for the life of such Note. If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential MetLife within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential MetLife may at its election at any time prior to its MetLife’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 9.1 The relevant Scope of Works shall specify the Acceptance Window, the Company may, Deliverables that are to be subject to Acceptance Testing and provide a framework for the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount nature of the Private Shelf Notes testing that will be required. 9.2 In relation to any Acceptance Testing: (a) the Customer shall have a reasonable period of time, up to ten Business Days unless otherwise specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer Scope of Works, from Core’s delivery of each Deliverable under the Company notifying Prudential by telephone or telecopier within relevant Scope of Works (the “Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEPeriod”) to confirm that such Deliverable conforms to the acceptance criteria as to which such acceptance agreed between the Parties (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called collectively, the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCECriteria”). If the Company Customer determines that a Deliverable does not conform to the Acceptance Criteria, the Customer shall by the last day of the Acceptance Period provide to Core an Issues List of the non-conformities to the Acceptance Criteria; (b) the Customer shall use best efforts to correctly and efficiently ensure appropriate Acceptance Testing in relation to any Deliverable which is subject to Acceptance Tests and shall notify Core within the Acceptance Period (as defined in Clause 9.2(a)) if any of the Deliverables do not conform to the Acceptance Criteria. In the event that Customer has undertaken the Acceptance Testing within the Acceptance Period and fails to reject any Deliverable within the relevant Acceptance Period, for all purposes under these Conditions such Deliverable, shall be deemed accepted as if the Customer had issued a written acceptance thereof. Once the Deliverable has been accepted by the Customer and payment has been settled in accordance with Clause 7, the Deliverable shall become the property of the Customer. For the avoidance of doubt, should fail any non-conformities be found in earlier stages of the Deliverables but which were not highlighted to execute and return Core during the applicable Confirmation Acceptance Period, such non- conformities shall not be subject to the remedies as set out in Clause (c)9.2(c) below. (c) If there are any non-conformities within any Deliverable, which have been highlighted by Customer or Core during the Acceptance Period and whereby the Deliverable has not been accepted by the Customer for this reason and such non-conformity is a directly attributable act or omission on the part of Core (and not subject to a Change Request (as defined in Clause 14 or attributable to the Customer’s acts or omissions including inadequate Acceptance Testing) Core shall (without prejudice to Prudential within three Business Days following receipt the Customer’s other rights and remedies) carry out all necessary remedial work without additional charge as part of a Confirmation the next Deliverable which shall accordingly be modified. (d) If any non-conformity cannot be remedied by Core due to an error, defect or fault which Core is able to demonstrate to the reasonable satisfaction of Acceptance with respect the Customer to be outside Core’s control and which has disabled Core’s ability to remedy such non-conformity, then Core reserves the right to terminate work on that specific Deliverable. ▇▇▇▇ agrees not to charge Customer, any Accepted Notes, Prudential may at its election at any time prior amounts paid or payable by Customer to its receipt thereof cancel Core which specifically relate to the closing with respect to such Accepted Notes by so notifying the Company in writingnon- conforming Deliverable which cannot be remedied.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.2(4), the Company may, subject to the terms of paragraph 2FSection 2.2(6), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “"ACCEPTED NOTE”") as to which such acceptance (herein called an “"ACCEPTANCE”") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “"ACCEPTANCE DAY” " for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.2(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential AffiliateAffiliate or Affiliates, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate or Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit D attached hereto (herein called a “"CONFIRMATION OF ACCEPTANCE”"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company's receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential's receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount 30 days of the Private Shelf Notes specified in the applicable Request for Purchase. Such election Renewal Notice, Landlord shall be made by an Authorized Officer notify Tenant of the Company notifying Prudential by telephone or telecopier within the Acceptance Window Base Rent for such Renewal Period (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCERental Notice”). If Tenant is not willing to accept the Company should fail terms set forth in the Rental Notice, then the parties will negotiate in good faith and attempt to reach an agreement within 30 days after the date of the Rental Notice (the “Negotiation Deadline”). At any time prior to the Negotiation Deadline, Tenant may accept the terms set forth in the Rental Notice (or as negotiated) by written notice (the “Acceptance Notice”), or reject the terms set forth in the Renewal Notice (and as negotiated) by written notice (the “Rejection Notice”), received by Landlord prior to the Negotiation Deadline. If Tenant timely delivers its Acceptance Notice, Tenant shall, within 15 days after receipt of a mutually agreed upon lease amendment containing the terms set forth in the Rental Notice, execute such lease amendment confirming the Base Rent and other terms applicable during the Renewal Period. If Tenant (i) timely delivers its Rejection Notice or (ii) fails timely to execute and return the applicable Confirmation required lease amendment, then this Option to Extend shall automatically expire and be of Acceptance no further force or effect. In addition, this Option to Prudential within three Business Days following receipt Extend shall terminate upon assignment of this Lease or subletting of more than 50% of the Premises, except in the case of a Confirmation Permitted Transfer. If Landlord and Tenant cannot agree to the Base Rent for the Renewal Period on or before the Negotiation Deadline, then Tenant shall have an additional 7 days from the Negotiation Deadline within which Tenant shall have the option to either (1) elect to have such dispute resolved by arbitration pursuant to this Rider No. 1 by giving the Landlord written notice (“Arbitration Notice”) of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior within such 7-day period or (2) withdraw its exercise of the Option to Extend by giving the Landlord written notice of its receipt thereof cancel election to so withdraw within such 7-day period, in which event the closing with respect Lease shall expire on the Expiration Date. If within such 7-day period Tenant does not exercise its option to have such Accepted Notes dispute resolved by so notifying arbitration, then Tenant shall be deemed to have rejected the Company in writingfinal written proposal for the Market Rental Rate given by Landlord during the Negotiation Period and additionally to have withdrawn its exercise of this Option to Extend, and the Lease shall expire on the Expiration Date without renewal or extension.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2D or such shorter period as Prudential may specify to the Co-Issuers (such period herein called the “Acceptance Window”), the Company Co-Issuers may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of each of the Company Co-Issuers notifying Prudential by telephone or telecopier facsimile within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that each of the Company Co-Issuers elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Co-Issuers notify Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph paragraphs 2B and 2F and the other terms and conditions hereof, the Company agrees Co-Issuers agree jointly and severally to sell to one or more Prudential or a Prudential AffiliateAffiliates, and Prudential agrees to purchase, or to cause the purchase by a one of more Prudential Affiliate Affiliates of, the Accepted Notes at 100% of the principal amount of such Accepted Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Co-Issuers and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company Co-Issuers should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company Co-Issuers in writing.

Acceptance. Within the Acceptance Window, the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made This Subscription Agreement is accepted by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based ABR FIRST CAPITAL LLC on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of As to: the principal amount of such in Promissory Notes set forth in Item 2.a.; or Promissory Notes. As soon as practicable following the Acceptance DayBy: . . . . . . . . . . . . . Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Its: President and Co-Founder IN WITNESS WHEREOF, the undersigned ▇▇▇▇▇▇ executes this counterpart signature page to the Operating Agreement of ABR First Capital LLC, as the same may be amended from time to time, and hereby authorizes ABR First Capital LLC to attach this counterpart signature page to the Operating Agreement as executed by the other parties thereto. Signature Signature of Second Individual, if applicable Name (Typed or Printed) Name (Typed or Printed) THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHE- CATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Principal Sum: USD $ .00 Effective Date: VAR , 20VAR FOR VALUE RECEIVED, ABR First Capital LLC, a Texas limited liability company, (the “Company”) promises to pay to (the “Holder”), Prudential the principal sum of USD $ .00 together with all accrued and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially unpaid interest thereon as set forth below in the form of EXHIBIT C attached hereto this Promissory Note (herein called a this “CONFIRMATION OF ACCEPTANCENote”). If The Holder and the Company should fail are referred to execute collectively as the “Parties” and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of each as a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing“Party”.

Acceptance. Within 8.1 The implementation of a Service, a Service element, Deliverable (or set of Deliverables assigned to an Entry Transition (Key) Milestone according to A41 Transition Plan ERP AMS) including a new or changed Service and the Acceptance Window, the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount adjustment of the Private Shelf Notes specified in the applicable scope of Services following agreed Change Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called a “Deliverable”), needed for the provision of the Transitional Services and/or the other Services shall be deemed to be fully accomplished when accepted by approval of TenneT via an acceptance testing procedure set forth below (“ACCEPTED NOTEAcceptance Test”). 8.2 In the event the Service Provider is of the opinion that the implementation of a Deliverable is completed and ready for acceptance, Service Provider shall notify TenneT (“Ready for Acceptance Notice”) and before the submission of such Ready for Acceptance Notice, the Parties shall – as soon as practicably feasible – agree on an acceptance test plan to validate completion of all acceptance criteria as specified in Annex A25 Acceptance Criteria Catalog ERP AMS. 8.3 An Acceptance Test is successful when results of the performed testing are in accordance with the acceptance test plan and acceptance criteria which had been agreed upon and results of the Acceptance Test have been approved by TenneT in writing. TenneT has given a non-approval of the results of the Acceptance Test without any substantial reason, or TenneT has not reported any non-accordance of the results of the Acceptance Test with the acceptance test plan and the acceptance criteria within the in this test plan agreed timeframe. 8.4 After the execution of the Acceptance Test: TenneT shall approve unconditionally, in the event the Acceptance Test is successful in accordance with Article 8.3 (“Acceptance”); or TenneT may, in the event the Acceptance Test is not successful in accordance with Article 8.3, approve, under the condition that Service Provider shall conduct required changes resulting from found errors and failures during the Acceptance Test which are laid down in writing by TenneT (“Conditional Acceptance”). After the conducted amendments, Parties shall carry out again the Acceptance Test as set forth in this Article 8; TenneT may, in the event the Acceptance Test is not successful in accordance with Article 8, not approve. In case an Acceptance Test is related to a (Key) Milestone as defined in Annex A41 Transition Plan ERP AMS and is not approved until the defined date of the (Key) Milestone, the regulations as set forth in article 14.3 of the Agreement and Annex A23 Price Agreement ERP AMS, chapter 8.1 shall take effect. Service Provider shall therefore anticipate the time required for the Acceptance procedure in his Transition Plan. 8.5 In case TenneT has not approved in accordance with Article 8, the following procedure is applicable: Phase 1: Service Provider implements required changes resulting from errors and failures found during the Acceptance Test and conducts another Acceptance Test within a with TenneT to be agreed upon period of time. If no such acceptance period of time is agreed, the time frame is set to 10 Business Days; Phase 2: If TenneT did not approve after Phase 1, Service Provider shall again, within a reasonable period of time required for changes resulting from errors and failures, conduct Phase 1 and give a reduction of five percent (herein called 5%) on the total Fees attributable to the respective Deliverable calculated and therefore limited to the period the Deliverable is not accepted after Phase 1, it being understood that such reduction will be without prejudice to any other rights TenneT has under this Agreement; Phase 3: If TenneT did not approve after Phase 2 TenneT may not accept the Service or the Service element and may accordingly reduce the Fees (as already reduced pursuant to Phase 2) for the respective Deliverable and – unless Service Provider has not acted culpably – claim damages including any costs resulting from an “ACCEPTANCE”) relatesassignment of a third party to conduct required changes resulting from found errors and failures during the Acceptance Test, it being understood that the liability caps and the prerequisites for their application pursuant to Articles 20.1 and 20.2 apply. 8.6 An Acceptance and/or Conditional Acceptance by TenneT pursuant to Article 8.4, does not dismiss the Service Provider from its liability for unnoticeable defects and inaccuracies. Articles 14, 20 and 21 remain unaffected. The day Service Provider guarantees that Defects that are discovered by TenneT during the Company notifies Prudential Acceptance Test but are not regarded by it as a reason for non-approval will be repaired with due dispatch at the expense of an Acceptance the Service Provider after such discovery. 9 Audit and record keeping 9.1 TenneT, or its designated Certified Auditor, shall have the right, at any time and upon reasonable advance notice, to perform once per calendar year, or incidentally if the circumstances so require, operational, security, safety, Processing of Data and financial audits with respect to Service Provider's performance of its obligations and Services pursuant to this Agreement. When performing an audit TenneT or its designated Certified Auditor shall cause minimal disruption to Service Provider's business and the performance of the Services as well as the services to other clients. Service Provider has the right to request that TenneT's employees that participate in the audit or its designated Certified Auditor sign a non-disclosure agreement prior to the start of an audit. 9.2 Regarding any Accepted Notes is herein called audit executed in accordance with this Article 9, Service Provider shall grant, and shall ensure that its Sub-Contractors grant, TenneT or its designated Certified Auditor during normal business hours and with reasonable advance notice full and complete access to Service Provider's and its Sub-Contractors' facilities (including, without limitation, to TenneT-specific application environments so that vulnerability and penetration assessments can be performed) and all books, records and other documents of Service Provider and its Sub-Contractors as they relate to this Agreement, or as they may be reasonably required in order for TenneT to ascertain any facts relating to Service Provider's performance under this Agreement, it being understood that Service Provider shall not be obliged to infringe any non-disclosure obligations vis-à-vis third parties and that material business secrets (e.g. calculation for offering the “ACCEPTANCE DAY” Services or similar projects, proprietary tools of Service Provider, patents) shall only be disclosed to TenneT’s designated Certified Auditor which shall not disclose such business secrets to TenneT but only the results of its audit. 9.3 Service Provider shall provide TenneT, or its designated Certified Auditor, such information and assistance as requested in order to perform such audits, provided, however, that the Parties shall endeavour to arrange such audit in a way that does not unreasonably interfere with Service Provider's performance of the Services and its other business operations or obligations. The costs of any audit shall be borne by TenneT, unless an audit reveals a material default in Service Provider's performance, in which case the costs of such audit shall be borne by Service Provider. 9.4 With regard to audits, TenneT and/or its designated Certified Auditor shall have the right for any reason whatsoever to audit the location from which the Service Provider or any of its Sub-Contractors provide the Services, and any Documentation produced as a result of or in connection with the provision of the Services, e.g. in order to verify that all the security measures provide a suitable level of protection or with regard to operational audits (e.g. change management process, logical access process, incident management process). Such audit may include, without limitation, inspecting any relevant location, requesting information, interviewing personnel, reviewing any agreements and analysing systems and processes used by Service Provider in connection with providing the Services. The Service Provider shall provide every cooperation in this regard, and shall likewise procure that its Sub-Contractors or agents also provide such Accepted Notescooperation. 9.5 Upon TenneT's request, Service Provider shall allow TenneT´s designated Certified Auditor to perform a financial audit regarding Service Provider's books and records to the extent necessary to verify any amounts paid or payable hereunder. Any interest rate quotes Such auditors shall be provided with full access to such information, books and records as may be necessary to confirm the accuracy of Service Provider's invoices, documents, and other information supporting such invoices. 9.6 All such audits shall be conducted during normal business hours, with reasonable advance notice, and shall include access to all proprietary and Confidential Information of Service Provider and/or its Sub-Contractors to the extent necessary to comply with the provisions of this Article 9.6. If any such audit reveals that Service Provider has overcharged TenneT five percent (5%) or more during the period to which Prudential does not receive an Acceptance within the Acceptance Window audit relates (as determined prior to the commencement of the audit) Service Provider shall expirepromptly refund such overcharges to TenneT with interest at a rate of four percent (4%) above Euribor per annum, and no purchase or sale the costs of Private Shelf Notes hereunder such audit shall be borne by Service Provider. 9.7 The Service Provider shall for the benefit of TenneT keep and maintain for a minimum period of fourteen (14) months after the termination of this Agreement full and accurate records of (i) the Agreement including all Data and the Services provided under it, (ii) all expenditure reimbursed by TenneT, and (iii) all payments made by TenneT. Statutory obligations for record keeping remain unaffected. The Service Provider shall, upon request and for the duration stated in this Article 9.7, afford TenneT or TenneT's representatives such access to those records during normal business hours as may be reasonably required by TenneT in connection with this Agreement. 9.8 TenneT shall reimburse Service Provider all reasonable costs regarding the efforts of the Service Provider and its Sub-Contractors to fulfil their obligations with regard to audits on request of TenneT as set forth in this Article 9, unless: an financial audit is ordered on request of the ACM or Bundesnetzagentur due to shortcomings of the Service Provider; an operational and/or security audit is requested by TenneT due to a prior operational or security incident; an audit reveals a material default in Service Provider’s performance, the audit shows that Service Provider and/or the Sub-Contractor(s) has/have failed to comply with any substantial obligations arising from the Data Processor Agreement, the General Data Protection Regulation ("Algemene Verordening Gegevensbescherming"), and any other applicable (privacy) legislation, in which cases the costs regarding the efforts of the Service Provider and its SubContractors shall be borne by themselves. CHAPTER FOUR – SOFTWARE AND INTELLECTUAL PROPERTY 10 Software and Intellectual Property Rights 10.1 Regarding the Application Landscape, the software is either owned by TenneT ("TenneT Owned Software") or in licence by TenneT ("TenneT's Software in Licence"). TenneT Owned Software and TenneT's Software in Licence are together defined as "Software". 10.2 TenneT grants to Service Provider and its Sub-Contractors the right to access the Software to the extent necessary to provide the Services and informs Service Provider upfront about specific rights and restrictions regarding the use of the Software to the extent permitted by the original software owners. Service Provider shall not access or use the Software for any other purpose. TenneT shall be responsible for compliance with the agreements concluded with its software vendors and shall instruct Service Provider about the permitted use of the Software. 10.3 Service Provider Toolset and Service Provider's additional necessary software potentially used for application specific service delivery within or connected to the Application Landscape of TenneT shall be: Tooling or software of which TenneT receives an (non-)exclusive, transferable, sub-licensable right to use for its business activities; or Open Source-Software with licenses that are approved by the Open Source Initiative and based on their Open Source Definition; or Software that is commercially available on the market, so that TenneT has the possibility to eventually buy the tool or software later in case the Agreement terminates. Installation of Service Provider Toolset and/or Service Provider's software on the Application Landscape can only take place with prior written approval of TenneT. Regarding the modification and/or development of TenneT-Owned Software, TenneT shall have an exclusive, transferable, sub-licensable right to use and commercially exploit such expired interest rate quotes. Subject to paragraph 2F modifications, developments and the source code thereof (including any related documentation). For this purpose, Service Provider as part of the provision of the Services hereby assigns and transfers to TenneT such rights from the time of creation as from the Effective Date and TenneT hereby accepts such assignment and transfer. Service Provider shall have no rights, ownership, title to, interests or other terms rights in the TenneT-Owned Software or its modifications and conditions hereofits further developments. In the event that any modification and/or development of TenneT-Owned Software includes deliverables that were pre-existing before the creation of such modification and/or development, then (i) any rights granted with regard to such modification and/or development of TenneT-Owned Software shall be on a non-exclusive, transferable, sub-licensable, non-terminating usage right and may be used by TenneT solely for the Company agrees to sell to Prudential or a Prudential Affiliateinternal purposes of TenneT, and Prudential agrees (ii) Service Provider retains ownership, title to, interests and any other rights in such modification and/or development. TenneT reserves the right to purchasefurther develop and use the modified TenneT-Owned system without any further payments, or unless this is aligned upfront to cause the purchase implementation and stated in written by the Service Provider. The Intellectual Property Rights to the TenneT-Owned Software, which have been made available to the Service Provider pursuant to this Agreement, including but not limited to any reports, analyses, documentation, libraries, runtime-editions/environments as well as preparatory materials in that regard, shall remain vested with TenneT. The Service Provider shall not, and shall provide that the Sub-Contractors shall not, use, copy, modify, enhance, and create derivative works of any of TenneT’s materials in order to provide services to any third parties. Regarding the modification and/or development of TenneT´s Software in Licence, TenneT shall have a Prudential Affiliate ofnon-exclusive, non-transferable, non-sub-licensable right to use and commercially exploit such modifications for its own purposes to the Accepted Notes at 100% of the principal amount of extent such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is rights may be granted to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance TenneT with respect to modifications and/or developments in applicable license-agreements concluded between TenneT and the original software owners. Insofar as applicable license-agreements concluded between TenneT and the original software owners require that any Accepted Notesrights in the modifications and/or developments shall be granted to these software owners, Prudential may at its election at TenneT shall inform Service Provider upfront in writing so that Service Provider is able to comply with these requirements and grant the respective rights to the extent possible to TenneT according to these (underlying) license-agreement(s). Service Provider shall not grant any time exclusive rights relating to the modifications and/or developments to any third party. When modifying TenneT´s Software in Licence, in particular when further developing the specified Application Landscape upon TenneT´s request, TenneT can either disclose written instructions with regard to the compliance with the applicable license-agreement with the concerned original software owner prior to the modification and/or development to the Service Provider or indemnify the Service Provider from any claims made by the original software owner based on an infringement of its receipt thereof cancel rights in the closing software. In case TenneT provides Service Provider with respect the applicable license-agreement with the concerned original software owner prior to such Accepted Notes by so notifying the Company in writing.m

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.1(e), the Company may, subject to the terms of paragraph 2FSection 2.1(g), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone telephone, email or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.1(g) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 2.1(f) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(4) or such shorter period as Prudential may specify to the Acceptance WindowCompany (such period herein called the "ACCEPTANCE WINDOW"), the Company may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “"ACCEPTED NOTE”") as to which such acceptance (herein called an “a "ACCEPTANCE”") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “"ACCEPTANCE DAY” " for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “"CONFIRMATION OF ACCEPTANCE”"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2E or such shorter period as Prudential may specify to the Acceptance WindowCompany (such period being the "ACCEPTANCE WINDOW"), the Company may, subject to the terms of paragraph 2F2G, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “"ACCEPTED NOTE”") as to which such acceptance (herein called an “"ACCEPTANCE”") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “"ACCEPTANCE DAY” " for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2G and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “"CONFIRMATION OF ACCEPTANCE”"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three two Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time after such two day Business Day period and prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.1(e), the Company may, subject to the terms of paragraph 2FSection 2.1(g), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.1(g) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 3 attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.2(4), the Company may, subject to the terms of paragraph 2FSection 2.2(6), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.2(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential AffiliateAffiliate or Affiliates, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate or Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit D attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2A(4), the Company may, subject to the terms of paragraph 2F2A(6), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier facsimile transmission within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2A(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential AffiliateAffiliate or Affiliates, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate or Affiliates of, the Accepted Notes at 100% of the principal amount of such Shelf Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit D attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three (3) Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within By 11 a.m. on the next Business Day after New York Life provides interest rate spread quotes pursuant to Section 2.6 or such shorter period as New York Life may specify to the Company (such period, the “Acceptance Window”), the Company may, subject to the terms of paragraph 2FSection 2.8, elect to accept such interest rate those quotes as to not less than $5,000,000 in aggregate principal amount Dollar Amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such Each election shall must be made by an Authorized a Responsible Officer of the Company Company, notifying Prudential New York Life by telephone or telecopier e-mail within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotesa spread quote, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an the “ACCEPTANCEAcceptance”) relates. With respect to Accepted Notes that are Fixed Rate Note, by the close of business on the day of such Acceptance or as mutually agreed between such parties, the Company and New York Life shall agree on the interest rate for the Accepted Notes based on such spread quote. The day an interest rate is agreed with respect to Accepted Notes that are Fixed Rate Notes and the date the Company notifies Prudential New York Life of an Acceptance with respect to any Accepted Floating Rate Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential New York Life does not receive an Acceptance within the Acceptance Window shall or which do not result in an agreement as to an interest rate, with respect to a Fixed Rate Note, will expire, and no purchase or sale of Private Shelf Notes hereunder shall will be made based on such those expired interest rate quotes. Subject to paragraph 2F Section 2.8 and the other terms and conditions hereofof this Agreement, the Company agrees to applicable Issuer will sell to Prudential New York Life or a Prudential New York Life Affiliate, and Prudential agrees to purchase, New York Life or to cause the a New York Life Affiliate will purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of those Accepted Notes, which purchase price shall be paid in the Available Currency in which such NotesNotes are denominated. As soon as practicable Within three Business Days following the Acceptance Day, New York Life will deliver to the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute Company a confirmation of such the Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a the “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to does not execute and return the applicable deliver such Confirmation of Acceptance to Prudential within three five Business Days following receipt of a Confirmation of the Acceptance Day, New York Life or any New York Life Affiliate may, at its election, cancel the purchase and sale with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such those Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2D, the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier facsimile transmission within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential AffiliateAffiliate or Affiliates, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate or Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any Quotation provided pursuant to Section 2(e), the Company may, subject to the terms of paragraph 2FSection 2(g), elect to accept such interest rate quotes Quotation as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential MetLife by telephone or telecopier telefacsimile within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotesQuotation, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential MetLife of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes Quotation as to which Prudential MetLife does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired interest rate quotesQuotation. Subject to paragraph 2F Section 2(g) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential MetLife Affiliate, and Prudential MetLife agrees to purchase, or to cause the purchase by a Prudential MetLife Affiliate of, the Accepted Notes at 100% of the principal amount of such Shelf Notes. As soon as practicable following the Acceptance Day, the Company, Prudential MetLife and each Prudential MetLife Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Schedule 2(f) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Accepted Note bears a floating interest rate, then the Floating Rate Note Margin specified in the Confirmation of Acceptance shall remain constant for the life of such Note. If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential MetLife within three (3) Business Days following the Company’s receipt thereof of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential MetLife may at its election at any time prior to its MetLife’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after New York Life provides interest rate spreads pursuant to paragraph 2A(5) or such shorter period as New York Life may specify to the Company (the period being the “Acceptance Window”), the Company may, subject to the terms of paragraph 2F2A(7), elect to accept such interest rate those quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such Each election shall must be made by an Authorized Officer of the Company Company, notifying Prudential New York Life by telephone or telecopier e-mail within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M.Window, New York City local time) that the Company elects to accept such interest rate quotesa spread quote, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such said acceptance (herein called an the “ACCEPTANCEAcceptance”) relates. Within one hour after such acceptance or as mutually agreed between such parties, the Company and New York Life shall agree on the interest rate for the Accepted Notes based on such spread quote. The day the Company notifies Prudential of an Acceptance interest rate is agreed with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such those Accepted Notes. Any interest rate quotes as to which Prudential New York Life does not receive an Acceptance within the Acceptance Window shall or which do not result in an interest rate determination will expire, and no purchase or sale of Private Shelf Notes hereunder shall will be made based on such those expired interest rate quotes. Subject to paragraph 2F 2A(7) and the other terms and conditions hereofof this Agreement, the Company agrees to will sell to Prudential New York Life or a Prudential New York Life Affiliate, and Prudential agrees to purchase, New York Life will purchase or to cause the purchase by a Prudential New York Life Affiliate of, the Accepted Notes at 100% of the principal amount of such those Accepted Notes. As soon as practicable Within three Business Days following the Acceptance Day, the CompanyCompany will deliver, Prudential and each Prudential New York Life Affiliate which is to purchase any such purchasing the Accepted Notes will execute a confirmation of such the Acceptance substantially in the form of EXHIBIT attached Exhibit C attached hereto (herein called a the “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail fails to execute and return the applicable Confirmation of Acceptance deliver to Prudential New York Life within three Business Days following receipt of a Confirmation of Acceptance with respect to Acceptance, New York Life or any Accepted NotesNew York Life Affiliate may, Prudential may at its election election, at any time prior to its receipt thereof of the fully executed Confirmation of Acceptance, cancel the closing with respect to such those Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2(e), the Company may, subject to the terms of paragraph 2FSection 2(g), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone telephone, email or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2(g) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 3 attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). Notwithstanding the Acceptance of any interest rate quote, if the related Request for Purchase contains any updates to the representations or warranties contained in Section 5 hereof or any updated Schedules to this Agreement, then Prudential or any Prudential Affiliate may, in its sole discretion, decline to execute a Confirmation of Acceptance with respect to the Accepted Notes relating to such Acceptance and there shall be no agreement of purchase and sale with respect to such Accepted Note. Prudential agrees to notify the Company of any such declination by Prudential or any Prudential Affiliate with respect to any Accepted Notes and no Cancellation Fee or Delayed Delivery Fee shall be due from the Company with respect to such Accepted Notes. If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2E or such shorter period as Prudential may specify to the Acceptance WindowCompany at any time, including the time at which the rate is quoted (such period being the "ACCEPTANCE WINDOW"), the Company may, subject to the terms of paragraph 2F2G, elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “"ACCEPTED NOTE”") as to which such acceptance (herein called an “"ACCEPTANCE”") relates. The day the Company notifies gives, and Prudential receives, notice of an Acceptance with respect to any Accepted Notes is herein called the “"ACCEPTANCE DAY” " for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2G and the other terms and conditions hereof, (i) the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes (the "PRUDENTIAL ACCEPTED NOTES") as to which interest rate quotes shall have been provided to the Company for purchases by Prudential or Prudential Affiliates at 100% of the principal amount of such Notes. As soon as practicable Prior to the close of business on the Business Day next following the Acceptance Day, the Company, Company and Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “"CONFIRMATION OF ACCEPTANCE”"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.