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 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 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 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 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 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 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 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 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 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 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 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 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 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 ▇▇▇▇▇▇▇, 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 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 The Issuer hereby accepts the Acceptance Window, subscription as set forth above on 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, contained in this agreement and the Company agrees Issuer represents and warrants to sell the Purchaser that the representations and warranties made by the Issuer to Prudential or a Prudential Affiliate, the Agent in the Agency Agreement (as defined below) are true and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% correct in all material respects as of the principal amount date of such NotesClosing (as defined below) (save and except as waived by the Agent) and that the Purchaser is entitled to rely thereon and on the terms, conditions and covenants contained in the Agency Agreement as if the Purchaser were a party thereto. As soon Effective as practicable following of October ____, 2002 INTASYS CORPORATION Per: _________________________ Subscription. The Purchaser understands that the Acceptance DayUnits they purchase are part of an offering of up to two million one hundred thousand Units of the Issuer by the Issuer through the Agent effected pursuant to the private placement agreement (the "Agency Agreement") between the Agent and the Issuer dated effective as of October 30, 2002. The Purchaser further understands that the CompanyPurchased Units will be purchased by it directly from the Issuer pursuant to the provisions of this agreement. The Issuer expressly acknowledges and agrees that the representations, Prudential warranties, covenants and each Prudential Affiliate which is agreements of the Issuer set forth in the Agency Agreement are specifically adopted and incorporated into this agreement by reference as if set forth herein. The Units will be sold to the Purchaser on the terms and conditions set forth herein. Upon the Issuer's acceptance of this agreement, as evidenced by the signature of an authorized signatory of the Issuer below, this agreement shall constitute an agreement between the Purchaser and the Issuer for the Purchaser to purchase any from the Issuer the Purchased Units on such Accepted Notes will execute a confirmation terms and conditions. References below to "this agreement" are to be read as references to the agreement resulting from the Issuer's acceptance 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 offer.

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 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 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 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 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 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 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 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 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 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 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 9.1 When SIEMENS believes that all or an independent definable phase or portion of the Acceptance WindowWork is Substantially Complete, SIEMENS will submit a Certificate of Substantial Completion to the Company may, CLIENT which shall be subject to the terms following: (a) If the CLIENT concurs that the described portion of paragraph 2Fthe Work as performed is Substantially Complete, elect the CLIENT will sign the Certificate of Substantial Completion and return it to accept such interest rate quotes SIEMENS; (b) A Certificate of Substantial Completion may include, as an attachment to it, an Outstanding Items List prepared by SIEMENS; (c) If the CLIENT does not concur that the Work is Substantially Complete, then, within five (5) business days of receiving the Certificate of Substantial Completion, the CLIENT shall notify SIEMENS in writing of the reasons it believes the Work is not Substantially Complete; (d) If SIEMENS disagrees with the CLIENT as to whether the Work is Substantially Complete, SIEMENS shall notify the CLIENT of a dispute and such dispute shall be resolved in accordance with Section 9.3 herein; (e) If, within five (5) business days of receiving the Certificate of Substantial Completion the CLIENT fails to sign the Certificate, and within the same period the CLIENT’s Representative does not less than $5,000,000 aggregate principal amount deliver to SIEMENS a written notice of the Private Shelf Notes specified reasons the CLIENT believes that the Work is not Substantially Complete, then in the applicable Request for Purchase. Such election mutual interests of the Project proceeding in a timely manner, the CLIENT will be deemed to have agreed to, signed and returned the Certificate of Substantial Completion. 9.2 After the CLIENT signs and returns, or is deemed to have signed and returned to SIEMENS all of the Certificates of Substantial Completion relating to the Work, and after SIEMENS corrects and completes all of the items on all of the Outstanding Items Lists, if any, SIEMENS will submit to the CLIENT a Certificate of Final Completion which shall be made by an Authorized Officer subject to the following: (a) If the CLIENT concurs that all of the Company notifying Prudential items on all of the Outstanding Items Lists have been completed or corrected, the CLIENT will indicate its final acceptance of the Work by telephone signing the Certificate of Final Completion and returning it to SIEMENS; (b) If the CLIENT does not concur that all of the items on all of the Outstanding Items Lists have been completed or telecopier corrected, then the CLIENT shall, within five (5) business days of receiving the Certificate of Final Completion, identify the items that, it believes, were not completed or corrected; (c) If SIEMENS disagrees that the items identified by the CLIENT have not been completed or corrected, SIEMENS shall notify the CLIENT of a dispute and such dispute shall be resolved in accordance with section 9.3 herein; (d) If, within five (5) business days of receiving a Certificate of Final Completion, the CLIENT fails to sign that Certificate, and, within the Acceptance Window (but same period the CLIENT’s Representative does not earlier than 9:30 A.M. deliver to SIEMENS a written notice identifying the items on the Outstanding Items List(s) that, the CLIENT believes, were not completed or later than 2:00 P.M.corrected, New York City local time) that then the Company elects CLIENT will be deemed to accept such interest rate quotes, specifying have agreed to and signed and returned the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as Certificate of Final Completion. 9.3 Any disputes concerning the Substantial Completion or the Final Completion of the Work will be resolved by submitting the issue to a third party professional engineering firm and which such acceptance (herein called an “ACCEPTANCE”) relatesis reasonably acceptable to both SIEMENS and the CLIENT. The day the Company notifies Prudential determination of an Acceptance this firm with respect to any Accepted Notes is herein called Final Completion or Substantial Completion will be final and binding upon the “ACCEPTANCE DAY” Parties. SIEMENS and the CLIENT shall share equally the costs or fees 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 firm in connection with 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 writingdispute resolution process.

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 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 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, 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 11.1 The relevant Proposal 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. 11.2 In relation to any Acceptance Testing: (a) The Client shall have a reasonable period of time, up to five (5) Business Days unless otherwise specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer Proposal, from the Supplier’s delivery of each Deliverable under the Company notifying Prudential by telephone or telecopier within relevant Proposal (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 Client determines that a Deliverable does not conform to the Acceptance Criteria, the Client shall by the last day of the Acceptance Period provide to the Supplier an Issues List of the non-conformities to the Acceptance Criteria. (b) The Client 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 the Supplier within the Acceptance Period (as defined in clause 11.2(a)) if any of the Deliverables do not conform to the Acceptance Criteria. In the event that the Client: (i) has undertaken the Acceptance Testing within the Acceptance Period and/or fails to reject any Deliverable within the relevant Acceptance Period; or (ii) commences live running of the whole or part of such Deliverable other than in the course of undertaking Acceptance Testing, for all purposes under this Agreement, such Deliverable shall be deemed accepted as if the Client had issued a written acceptance thereof. (c) 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 the Supplier during the applicable Confirmation Acceptance Period, such non-conformities shall not be subject to the remedies as set out in clause 11.2 (d) below. (d) If there are any non-conformities within any Deliverable, which have been highlighted by Client or the Supplier during the Acceptance Period and whereby the Deliverable has not been accepted by the Client for this reason and such non-conformity is directly attributable to any act or omission on the part of the Supplier (and not subject to a Change Request (as defined in clause 15 or attributable to the Client’s acts or omissions including inadequate Acceptance Testing), the Supplier shall (without prejudice to Prudential within three the Client’s other rights and remedies) carry out all necessary remedial work without additional charge as part of the next Deliverable which shall accordingly be modified. In the event of any such remedial work, the Client shall have up to two (2) Business Days following receipt unless otherwise agreed by the Supplier (the “Retest Period”) to confirm that the Deliverable meets the Acceptance Criteria. If the Client fails to notify the Supplier of a Confirmation any issues within the Retest Period, that Deliverable shall be deemed accepted. (e) If any non-conformity cannot be remedied by the Supplier due to an error, defect or fault which the Supplier is able to demonstrate to the reasonable satisfaction of Acceptance with respect the Client to be outside the Supplier’s control and which has disabled the Supplier’s ability to remedy such non-conformity, then the Supplier reserves the right to terminate work on that specific Deliverable. The Supplier agrees: (i) to reduce the applicable Fee to reflect any Accepted Notesreduced functionality in the specific Deliverable, Prudential may at its election at after taking into account all the relevant circumstances, is reasonable; or (ii) not to charge the Client, any time prior amounts paid or payable by the Client to its receipt thereof cancel the closing with respect Supplier which specifically relate to such Accepted Notes by so notifying the Company in writingnon-conforming Deliverable which cannot be remedied.

Acceptance. Within Upon Seller's acceptance of this Agreement by execution of this Agreement where indicated and delivery of an executed original to the Acceptance WindowEscrow Agent and a copy thereof to the Buyer, Seller agrees to sell to Buyer all of Seller's right, title and interest in and to the Company mayProperties for the Total Purchase Price, subject to the terms and provisions of paragraph 2Fthis Agreement, elect and subject only to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount the satisfaction of the Private Shelf Notes specified in the applicable Request for Purchase. Such election financing contingency, as described below, Buyer shall be made obligated to Close on or before the Closing Date. The Seller shall date this Agreement with the date of execution by an Authorized Officer Seller and delivery to the Escrow Agent, which date shall be the "Acceptance Date". 2.2.1 The Buyer shall have sixty (60) days following the later of (i) the Acceptance Date or (ii) the date on which the last right of first refusal in favor of a Tenant expires or is waived by the Tenant in writing (the "Initial Financing Contingency Period"), in which to secure financing for the purchase 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 Properties upon reasonable 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 100conditions. For purposes of this Agreement financing of 70% of the principal amount Total Purchase Price for 3 or more years at an interest rate of 9% or less shall be deemed to be reasonable terms and conditions. Buyer shall diligently and in good faith pursue such financing beginning not later than the Acceptance Date through the expiration of the Initial Financing Contingency Period and, if applicable, the Extended Financing Contingency Period. If during the Initial Financing Contingency Period the Buyer is unable to secure an enforceable commitment for financing upon reasonable terms and conditions, provided the Buyer has otherwise discharged Buyer's obligations under this Agreement, at Buyer's option Buyer may (iii) terminate this Agreement in which case the Deposit shall be promptly returned to Buyer and neither party shall have any continuing obligation to the other under this Agreement, or (iv) extend the financing contingency period for an additional thirty days (the "Extended Financing Contingency Period"), but in no event later than December 1, 1999. If Buyer shall elect the Extended Financing Contingency Period, as a condition of such Notes. As soon as practicable following extension, Buyer shall deposit an additional One Hundred Thousand Dollars ($100,000) with the Acceptance Day, Escrow Agent (the Company, Prudential and each Prudential Affiliate which is "Extended Financing Deposit") by wire transfer or delivery of a cashier's check prior to purchase any such Accepted Notes will execute a confirmation the expiration of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”)Initial Financing Contingency Period. If during the Company should fail Extended Financing Contingency Period the Buyer is unable to execute secure an enforceable commitment for financing upon reasonable terms and return conditions, at Buyer's option, Buyer may waive such financing contingency or terminate this Agreement in which case the applicable Confirmation of Acceptance Deposit shall be promptly returned to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to Buyer and neither party shall have 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 writingcontinuing obligation under this Agreement.

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. Subject to the provisions of this Section 4.5, Suneva will be entitled to reject any portion of any shipment of Products that, at the time of delivery, is Non-Conforming Products (“Rejected Products”). (a) Within fifteen (15) days after its receipt of any shipment of Products and related documentation, Suneva will, at its option and expense, inspect (or have inspected) such shipment for any Non-Conforming Products that are readily apparent from a reasonable visual inspection. Suneva will promptly notify Healeon in writing if Suneva has discovered that the Acceptance Windowshipment includes Non- Conforming Products. Following such period, unless Suneva has notified Healeon as provided in this Section 4.5 that the shipment includes Non- Conforming Products, the Company may, subject to the terms of paragraph 2F, elect to accept Products in 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 shipment will be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window deemed accepted (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects without limiting Suneva’ s right 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 subsequently make claims under Section 7.2 with respect to Non-Conforming Products). (b) Healeon will notify Suneva as promptly as reasonably possible, but in 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 event 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 ten (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 10) business days after receipt of Suneva’s notification of rejection under Section 5.1 or of a Confirmation of Acceptance claim under Section 7.2 with respect to Non-Conforming Products, whether it accepts or disputes Suneva’s assertions that certain Products are Non-Conforming Products. (c) If Healeon accepts Suneva’s assertion that any Accepted NotesProducts are Non-Conforming Products, Prudential may or if the Products are determined to be Non-Conforming Products pursuant to Section 4.5(d) below, then Healeon will (i) at its election Suneva’s option, either (A) as soon as reasonably practical replace or rework such Rejected Products at any time prior no additional charge to its receipt thereof Suneva (beyond the original Manufacturing Fees for such Rejected Products) or (B) refund Suneva the amounts actually paid by Suneva to Healeon for such Rejected Products or cancel the closing with respect unpaid charges for the Rejected Products, (ii) in addition, bear the cost of destruction of the Rejected Products or return of the Rejected Products to such Accepted Notes Healeon (as requested by so notifying Healeon). Suneva will not return Rejected Products to Healeon until it has obtained a return material authorization number from Healeon to be displayed on the Company in writingshipping container.

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 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 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.. (f)

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 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 may accept or object to the Company should fail Base Rent set forth in the Rental Notice by written notice (the “Tenant’s Notice”) to execute and return the applicable Confirmation of Acceptance to Prudential Landlord given within three Business Days following 15 days after receipt of the Rental Notice. If Tenant timely delivers the Tenant’s Notice and accepts the terms set forth in the Rental Notice, Tenant shall, within 15 days after receipt, execute a Confirmation lease amendment confirming the Base Rent and other terms applicable during the Renewal Period. If Tenant fails timely to deliver its Tenant’s Notice, then this Option to Extend shall automatically expire and be of no further force or effect. If Tenant timely delivers the Tenant’s Notice and objects to the Base Rent set forth in the Rental Notice, Landlord and Tenant shall each work diligently and in good faith for a period not to exceed 30 days after Landlord’s receipt of Tenant’s Notice (the “Negotiation Period”) to reach an agreement on the Market Rental Rate for the Renewal Period. If at the end of the Negotiation Period, Landlord and Tenant are unable to agree on the Market Rental Rate, Tenant shall have a period of 10 days after the end of the Negotiation Period (the “Tenant’s Decision Period”) to elect to (i) accept the terms set forth in the Rental Notice (without any modifications thereto) by written notice to Landlord (the “Acceptance Notice”), (ii) withdraw its renewal request by written notice to Landlord (the “Withdrawal Notice”), or (iii) notify Landlord that it has elected to renew the term of this Lease and elected to have the Market Rental Rate determined in accordance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel Paragraph 4 of this Rider No. 1 (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 “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 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 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 (a) Acceptance testing of the Services will be commenced by United promptly following notification by ITN that the Service has been installed and is ready for United's acceptance testing ("Acceptance Test"). The Service will be tested in accordance with the Acceptance WindowTest criteria and procedures described in Exhibit C hereto. United will notify ITN of the results of the Acceptance Test, within 5 days after completion and will describe any - nonconformance to the Acceptance Test criteria. Acceptance of the Services by United shall occur when the Services are in accordance with Exhibit A and all of the Acceptance Test criteria [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. or as provided above ("Acceptance"). ITN will use reasonable commercial efforts to promptly correct or remedy all such nonconformances, incorporate the corrections into the Service, and resender the Service for further testing. If United fails to provide ITN with notice of nonconformance within 5 days of - tender or any subsequent resender, the Company mayService shall be deemed Accepted and the last day shall be deemed the "Date of Acceptance." (b) If the Date of Acceptance has not occurred by December 31, subject to 1997 (the terms "Final Acceptance Date"), United will, within five (5) days thereafter, notify ITN in writing of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount its election of either of the Private Shelf Notes specified following: (i) That United instructs ITN to correct any deficiencies in the applicable Request Services and tender such Services for Purchaseacceptance testing. Such Unless United advises ITN of its election shall be made by an Authorized Officer of to terminate this Agreement in accordance with 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 hereofof Section 13(b)(ii) below, ITN will thereafter continue to correct deficiencies and retender the Company agrees Services for testing as often as necessary to sell achieve Acceptance. (ii) That United terminates this Agreement in its entirety, without any cost or further obligation on United's part. In the event of United's termination under this Section 13(b)(ii), ITN shall promptly refund any payments previously made by United under this Agreement. (c) Notwithstanding the above, if ITN notifies United that the deficiencies cannot be corrected, then this Agreement shall automatically terminate pursuant 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”this Section 13(c). 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 2 minutes after PGIM shall have provided any interest rate quotes pursuant to Section 2B(4) or such shorter period as PGIM 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 PGIM 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 PGIM 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 PGIM 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 PGIM 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 one or more Prudential or a Prudential AffiliateAffiliates, and Prudential PGIM 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 Accepted Notes. As soon as practicable following the Acceptance Day, the Company, Prudential PGIM 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 PGIM within three 2 Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential PGIM 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 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 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 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 D (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 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2E 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 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 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 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 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 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 , either 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 facsimile transmission to accept such interest rate quotes, specifying the Private Shelf Notes Prudential (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. (a) Within 20 days following receipt by the Company and the Cherokee Investor Entities of the Notice of Offer (the "Company Acceptance WindowPeriod"), the Company may, subject shall notify the Disposing Restricted Holder and the Cherokee Investor Entities whether or not it is electing to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount purchase any of the Private Shelf Notes specified Offered Securities (such notification, if affirmative in whole but not in part, shall be referred to hereinafter as the "Company Acceptance" and, if affirmative in part, the "Partial Acceptance" and, if negative in whole but not in part, the "Company Rejection"). The Company Acceptance or the Partial Acceptance as the case may be, shall be deemed to be an irrevocable commitment by the Company to purchase from the Disposing Restricted Holder all of the Offered Securities referenced therein, on terms substantially as set forth in the applicable Request for Purchase. Such election shall be made by an Authorized Officer Notice of the Company notifying Prudential by telephone Offer 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 hereofas are no less favorable to the Disposing Restricted Holder than those specified in the Notice of Offer; provided that the Company shall not be entitled to purchase the Offered Securities only in part unless one or more of the Cherokee Investor Entities exercises its right to purchase all of the Offered Securities not subject to the Partial Acceptance. (b) If the Company delivers a Company Rejection or a Partial Acceptance, or if it fails to deliver a Company Acceptance, a Partial Acceptance or a Company Rejection within the Company Acceptance Period, then each of the Cherokee Investor Entities shall have the right, as set forth in paragraph (c) below, to purchase their "allocable portion" of any Offered Securities not being purchased by the Company (the "Remaining Offered Securities"), which shall be the number of Securities determined, in accordance with the Company's records, by multiplying the number of the Remaining Offered Securities by a fraction, the numerator of which is the number of Securities owned by the applicable Cherokee Investor Entity, and the denominator of which is the total number of Securities owned by all Cherokee Investor Entities; provided that, if the Cherokee Investor Entities determine to purchase any of the Remaining Offered Securities, then the Cherokee Investor Entities must purchase all of the Remaining Offered Securities. If any Cherokee Investor Entity determines not to purchase its allocable portion of the Remaining Offered Securities, then any Cherokee Investor Entities electing to purchase Remaining Offered Securities shall have the right to purchase such non-electing Cherokee Investor Entity's allocable portion of Remaining Offered Securities, on a pro rata basis or as otherwise agreed by such electing Cherokee Investor Entities, as set forth in paragraph (c) below. (c) Within 15 days following receipt by the Cherokee Investor Entities of a Company Rejection or a Partial Acceptance, or the expiration of the Company Acceptance Period if the Company fails to deliver a Company Acceptance, a Partial Acceptance or a Company Rejection within such period, each Cherokee Investor Entity shall notify the Disposing Restricted Holder, the Company agrees and each other Cherokee Investor Entity whether or not it is electing to sell purchase its allocable portion of the Remaining Offered Securities (each such notification, if affirmative, shall be referred to Prudential or a Prudential Affiliatehereinafter as the "Initial CIE Acceptance" and, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate ofif negative, 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”"Initial CIE Rejection"). If any Cherokee Investor Entity delivers an Initial CIE Rejection, then the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential remaining Cherokee Investor Entities shall, collectively, within three Business Days 5 days following receipt of a Confirmation of Acceptance with respect to any Accepted NotesInitial CIE Rejection, Prudential may at its election at any time prior to its receipt thereof cancel notify the closing with respect to such Accepted Notes by so notifying Disposing Restricted Holder and the Company whether they will purchase such non-electing Cherokee Investor Entity's allocable portion, which, if affirmative, shall be part of and subject to the applicable Initial CIE Acceptance (which together shall be the "Final CIE Acceptance") and, if negative (the "Final CIE Rejection"), the Disposing Restricted Holder shall be entitled to proceed under Section 3.3 below. Each Final CIE Acceptance shall be deemed to be an irrevocable commitment by the applicable Cherokee Investor Entity to purchase from the Disposing Restricted Holder all of the Remaining Offered Securities subject thereto, on terms substantially as set forth in writingthe Notice of Offer or such other terms and conditions as are no less favorable to the Disposing Restricted Holder than those specified in the Notice of Offer.

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 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 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 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 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 “"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 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 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 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 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”"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 prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 15 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 COMPANY NOTE”") as to which such acceptance (herein called an “a "COMPANY ACCEPTANCE”") relates. The day the Company notifies Prudential of an a Company Acceptance with respect to any Accepted Company Notes is herein called the “"ACCEPTANCE DAY” " for such Accepted Company Notes. Any interest rate quotes as to which Prudential does not receive an a Company 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 Company Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Company Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit C-2 attached hereto ----------- (herein called a “"CONFIRMATION OF ACCEPTANCE”"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential (by facsimile or overnight delivery service) within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Company Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Company 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 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 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 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 telefacsimile within the Acceptance Window (but not earlier than 9:30 A.M. a.m. or later than 2:00 P.M.p.m. (or such later time as Prudential 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 the 4. Company notifies Prudential 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 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 or a Prudential Affiliate, and Prudential 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 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 two Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Shelf Notes, Prudential 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 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 Confirmed E-mail 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(g) 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 attached hereto Exhibit 2.2(f) (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 four 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 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. a.m. or later than 2:00 P.M.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”a "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 New York Life shall have provided any interest rate quotes pursuant to paragraph 2B(5) or such shorter period as New York Life 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 New York Life 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 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 quotes. Subject to paragraph 2F 2B(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 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 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. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2E 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 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 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 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 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 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 PanAmSat will test each of the Lessee Transponders in accordance with the acceptance test plan (the "Acceptance Test Plan") prepared by PanAmSat prior to the launch of Galaxy IIIC, 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 [***] Filed separately with the Commission pursuant to a request for confidential treatment. 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 PanAmSat's] delivery to Lessee of a certification that the foregoing clauses (i) and (ii) have been met and the date on which PanAmSat makes the Transponders available to Lessee for Lessee's commercial use; provided that if [***] or more but not all of the Company notifying Prudential by telephone or telecopier within Lessee Transponders meet the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M.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 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 payments 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 Lessee Transponders that have been accepted and Delivered; provided that the TCN Transponder shall not be considered for purposes of calculating any such reduction.

Acceptance. Within 30 minutes (or 15 minutes, in the case of Notes denominated in Canadian Dollars) 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 PurchasePurchase (or the Canadian Dollar Equivalent, as the case may be). 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 4 - 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 days of the Acceptance WindowRenewal Notice, Landlord shall notify Tenant of the Company mayBase Rent for such Renewal Period (the “Rental Notice”). For a period not to exceed 30 days after the date of the Rental Notice (the “Negotiation Period”), subject both parties shall negotiate on a diligent, good-faith basis to arrive at an agreement concerning the Market Rental Rate. If at the end of the Negotiation Period Landlord and Tenant are unable to agree on the Market Rental Rate, Landlord shall deliver to Tenant Landlord’s proposal for such terms (“Landlord’s Proposal”) and Tenant shall deliver to Landlord Tenant’s proposal for such terms (“Tenant’s Proposal”). Tenant shall have a period of paragraph 2F, 15 days after the end of the Negotiation Period (“Tenant’s Decision Period”) to elect to (i) accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of Landlord’s Proposal by written notice (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 NOTENotice”) as to which such acceptance Landlord, (herein called an ii) withdraw its renewal request by written notice (“ACCEPTANCEWithdrawal Notice”) 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 purchaseLandlord, or (iii) notify Landlord that it has elected to cause renew the purchase by a Prudential Affiliate of, the Accepted Notes at 100% term of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential this Lease and each Prudential Affiliate which is elected to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially proceed to arbitration in the form of EXHIBIT C attached hereto accordance with Paragraph D below (herein called a “CONFIRMATION OF ACCEPTANCEArbitration Notice”). If Tenant timely delivers its Acceptance Notice (or is deemed to have accepted Landlord’s Proposal), Landlord and Tenant shall, within 30 days after receipt, execute a lease amendment reasonably satisfactory to Landlord and Tenant confirming the Company should fail Base Rent and other terms applicable during the Renewal Period. If Tenant delivers a Withdrawal Notice, then Tenant’s option to execute extend shall automatically expire and return the applicable Confirmation be of no further force or effect. If Tenant fails timely to deliver its Acceptance to Prudential within three Notice or its Arbitration Notice (as applicable), and if such failure continues for a period of 5 Business Days following receipt of a Confirmation of Acceptance with respect after written notice thereof by Landlord, then Tenant shall be deemed to any Accepted Notes, Prudential may at its election at any time prior have elected to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingaccept Landlord’s Proposal.

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 any portion 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 prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 5 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 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 the equivalent of $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase (in the Available Currency specified in the Request for Purchase). Such election shall be made by an Authorized Officer of the Company 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 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 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 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 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. a.m. or later than 2:00 P.M.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”a 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 Optionee hereby acknowledges receipt of a copy of the Acceptance WindowPlan, represents that Optionee has read and understands the terms and provisions thereof, and accepts this Option subject to all the terms and conditions of the Plan and this Stock Option Grant. Optionee acknowledges that there may be adverse tax consequences upon exercise of this Option or disposition of the Shares and that Optionee should consult a tax adviser prior to such exercise or disposition. OPTIONEE By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ This Agreement is made this day of , between CyberSource Corporation, a Delaware corporation (the “Company”), and the optionee named below (“Optionee”). Optionee: Address: Total Shares Subject to Option: Exercise Price Per Share: Date of Grant: Expiration Date of Option Type of Option: Nonqualified Optionee hereby delivers to the Company maythe Aggregate Purchase Price, subject to the terms of paragraph 2Fextent permitted in the Option Grant, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal follows [check as applicable and complete]: ¨ cash (check) in the amount of $ , receipt of which is acknowledged by the Private Shelf Notes specified in Company; ¨ by delivery of fully-paid, nonassessable and vested shares of the applicable Request for Purchase. Such election shall be made by an Authorized Officer Common Stock of the Company notifying Prudential owned by telephone Optionee and owned free and clear of all liens, claims, encumbrances or telecopier within security interests, valued at the Acceptance Window current fair market value of $ per share (determined in accordance with the Plan) (but only to the extent that such exercise would 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 result in an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance accounting compensation change with respect to any Accepted Notes the Shares used to pay the exercise price unless otherwise determined by the Committee); ¨ by the waiver hereby of compensation due or accrued for services rendered in the amount of $ ; or ¨ by delivery of a “same day sale” commitment from the Optionee and a broker dealer that is herein called a member of the National Association of Securities Dealers, Inc. (an “ACCEPTANCE DAY” NASD Dealer”) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased to pay for the exercise price of $ and whereby the NASD Dealer irrevocably commits upon receipt of such Accepted Notes. Any interest rate quotes as Shares to which Prudential does not receive an Acceptance within forward 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 exercise price directly to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or (this payment method may be used only if 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, public market for 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”’s stock exists). If the 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.Optionee hereby agree as follows:

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 WindowPartnerships (such period herein called the "ACCEPTANCE WINDOW"), the Company Partnerships 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 Partnerships 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 Partnerships 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 Partnerships notify 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 Partnerships 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 CompanyPartnerships, 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 Partnerships 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 If this Agreement accurately reflects the Acceptance Windowterms of the transaction which we are to enter into and if such terms are agreed to by Mayo Lake, please communicate your acceptance by executing where indicated below and returning by facsimile or PDF one copy and returning by an originally executed copy to the Agent. Yours very truly, STEPHENAVENUE SECURITIES INC. By: “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇” Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer The foregoing accurately reflects the terms of the transaction that we are to enter into and such terms are agreed to. ACCEPTED as of this 15th day of December, 2021 MAYO LAKE MINERALS INC. By: “▇▇. ▇▇▇▇ Rampton” Name: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: President and Chief Executive Officer 1. Each of those persons listed on Appendix “A” attached hereto (each a “Subscriber” and collectively, the Company may“Subscribers”) by , as their duly authorized agent (the “Agent”) hereby subscribes for their respective number set out on Appendix “A” of flow- through units in the capital of the Corporation (“FT Units”). Each FT Units will be comprised of one common share issued on a “flow-through’ bases (each, a “Flow Through Share”) and one- half of one whole common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one common share in the capital of the Corporation at a price of $0.20 per common share until the date that is thirty-six (36) months from the date of issuance, subject to an acceleration provision whereby if the closing price of the Common Shares on a national stock exchange in Canada is at least $0.30 for a minimum of ten consecutive trading days, the Warrants will expire 30 days after the Corporation provides notice of such accelerated expiry to the holders of the Warrants. The Flow Through Shares to be issued as “flow-through shares” as defined in the ITA (as defined herein), upon the terms of paragraph 2F, elect and subject to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified conditions set forth in the applicable Request for Purchase. Such election shall be made agreement constituted by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within acceptance hereof (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 NOTESubscription Agreement”) and as to which such acceptance described in the Corporation’s (herein called an “ACCEPTANCE”final) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called long form prospectus dated December 15, 2021 (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 ACCEPTANCEFinal Prospectus”). If The Agent shall tender payment on behalf of the Company should fail Subscribers of the aggregate subscription price for FT Units in the sum of $ on the Closing Date (as defined herein), such amount forming the aggregate gross proceeds payable to execute the Corporation on the Closing Date pursuant to an agency agreement among the Corporation and return StephenAvenue Securities Inc. dated December 15, 2021 (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“Agency Agreement”). 2. In this Subscription Agreement:

Acceptance. Within Bank and Paya shall accept from Merchant all valid Sales Drafts deposited by ▇▇▇▇▇▇▇▇ 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 Paya 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 Paya. 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 Paya if any discrepancy exists between ▇▇▇▇▇▇▇▇’s records and those provided by Paya, 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 ▇▇▇▇▇▇▇▇ believes was not authorized by Merchant or Cardholder. If Merchant fails to notify Paya in writing within fourteen (14) calendar days after the “ACCEPTANCE DAY” date that Paya 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 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 Once you complete the Acceptance Windowapplication to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to request additional information from you. If we do not notify you that you are accepted to participate in the Affiliate Program within 15 business days from your application, your application is considered to be rejected. If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the Company mayterms and conditions of this Agreement shall apply in full force and effect, subject until terminated, pursuant to the terms set forth below. Further, you will need to complete any enrollment criteria within 15 business days of paragraph 2F, elect your acceptance. Failure to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified complete any enrollment criteria within 15 business days will result in the applicable Request for Purchaseimmediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program. Such election You shall be made by an Authorized Officer of comply with 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 hereofof this Agreement at all times and shall uphold Company`s reputation and high standards at all times. Affiliate Leads You are entitled to receive commissions from the Affiliate Leads that have successfully paid Subscription fee. If the Affiliate Lead does not pay the Subscription fee within the 30 calendar days from the first entrance to the Website upon your link, you will not be eligible for a Commission payment, even if the Company agrees Affiliate Lead decides to sell pay Subscription fee after the time period has expired. We may elect to Prudential engage with the prospect Affiliate Lead directly, regardless of whether or a Prudential Affiliatenot the Affiliate Lead is valid. If an Affiliate Lead is not valid, we may choose to maintain it in our database and Prudential agrees we may choose to purchase, or engage with such Affiliate Lead in future. Any engagement between us and an Affiliate Lead will be at our own discretion. Commission and Payment Accrued amount of Commission shall be specified in Affiliate`s Account. We will pay the Commission amount due to cause you within 45 calendar days after the purchase by a Prudential Affiliate of, end of each fiscal quarter for any Commission amounts that you become eligible for according to the Accepted Notes at 100% section above. Before the actual payment of the principal amount Commission, you shall sign and send a copy to Us 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 act of such Acceptance substantially acceptance in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”)Annex A to this Agreement. The act of acceptance is formed by electronic means available in your Account. By signing this act of acceptance you confirm that all information contained therein is correct and amount of your Commission is final. You are responsible for payment of all taxes applicable to the Commissions. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. We reserve the right to alter or change the Commission amount and/or grounds for accrual of Commission to the Affiliate. We will post all information regarding the Commission amount and grounds for accrual of Commission to the Affiliate on the Affiliate Program Page, including by updating Marketing Plan. Training and Support We may make available to you various webinars and other resources made available as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of 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 Affiliate Program benefits or offerings at any time prior without notice. Trademarks You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program. During the term of this Agreement, in the event that we make our trademark available to you, you may use our trademark as long as you follow the usage requirements in this section. You must only use the images of our trademark that we make available to you, without altering then in any way; only use our trademarks in connection with the Affiliate Program and this Agreement; and immediately comply if we request that you discontinue its receipt thereof cancel the closing use. You must not use our trademark in a misleading or disparaging way; use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or use our trademark in violation of applicable law or in connection with respect an obscene, indecent, or unlawful topic or material. Proprietary Rights No license to such Accepted Notes any software is granted by so notifying the Company this Agreement. Our products are protected by intellectual property laws. Our products and services belong to and are property of us or our licensors (if any). We retain all ownership rights in writingall our products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on our content, trademarks, or products in whole or in part, by any means, except as expressly authorized in writing by us.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2E, 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 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., 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 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 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 Company 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 should fail to execute and return the applicable Confirmation of Acceptance to Prudential NYLIM within three Business Days following the Company’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 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 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 1F 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 herein called the "ACCEPTANCE WINDOW"), the Company may, subject to the terms of paragraph 2F1H, elect to accept such interest rate quotes as to not less than $5,000,000 2,500,000 aggregate principal amount of the Private Shelf Term Notes specified in the applicable related Request for Purchase, unless the Available Facility Amount at such time is less than $2,500,000, in which case the Company may elect to accept such interest rate quotes as to the then Available Facility Amount. 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 Term Notes (each such Private Shelf Term 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 Term Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 1H 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 thereof. Prior to the close of such Notes. As soon as practicable 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 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 CompanyNet’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 CompanyNet 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 CompanyNet 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 CompanyNet 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 CompanyNet 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 CompanyNet (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) CompanyNet 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 CompanyNet due to an error, defect or fault which CompanyNet is able to demonstrate to the reasonable satisfaction of Acceptance with respect the Customer to be outside CompanyNet’s control and which has disabled CompanyNet’s ability to remedy such non- conformity, then CompanyNet reserves the right to terminate work on that specific Deliverable. CompanyNet 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 CompanyNet 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 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2F 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 2F2H, elect to accept such interest rate quotes as to not less than the lesser of (A) $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for PurchasePurchase or (B) the Available Facility Amount if such Available Facility Amount is equal to or greater than $5,000,000. 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 2H 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 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 in writing.

Acceptance. Within 15 minutes after Prudential shall have provided any Rate Quote or such shorter period as Prudential may specify to Electronic (such period herein called the Acceptance Window"ACCEPTANCE WINDOW"), the Company Electronic may, subject to the terms of paragraph 2F2A(6), elect to accept such interest rate quotes Rate Quote as to not less than $5,000,000 aggregate principal amount of the Private Shelf Electronic Notes specified in the applicable Request for Purchaserelated Purchase Request. Such election shall be made by an Authorized Officer of the Company Electronic 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 Electronic elects to accept such interest rate quotesquote, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “"ACCEPTED ELECTRONIC NOTE”") as to which such acceptance (herein called an “"ELECTRONIC ACCEPTANCE”") relates. The day the Company Electronic notifies Prudential of an Electronic Acceptance with respect to any the Accepted Electronic Notes is herein called the “"ACCEPTANCE DAY” " for such Accepted Electronic Notes. Any interest rate quotes as to which Prudential does not receive an Electronic Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Electronic 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 Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the any Accepted Electronic Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, Electronic, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Electronic Notes will execute a confirmation of such Electronic Acceptance substantially in the form of EXHIBIT C Exhibit C-1 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 WindowThe specifications, the Company maygoals, subject to the terms performance measures, testing results and/or other criteria against which a Milestone deliverable will be evaluated for purposes 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 acceptance or non-acceptance by Starry are set forth 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 SOW (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 ACCEPTANCECriteria”). If All acceptance testing shall be carried out by Starry within thirty (30) days of actual receipt by Starry of the Company should fail Milestone deliverable. With respect to execute and return each Milestone deliverable, Starry shall: (i) notify ON Semiconductor’s designated project manager of acceptance of such Milestone deliverable in writing (which for the avoidance of doubt may be by email) no later than thirty (30) days after actual receipt by Starry of the Milestone deliverable; or (ii) in the event such Milestone deliverable fails the applicable Confirmation Acceptance Criteria, notify ON Semiconductor’s designated project manager of Acceptance rejection of such Milestone deliverable in writing (which for the avoidance of doubt may be by email) no later than thirty (30) days of actual receipt by Starry of such Milestone deliverable with reasonable detail to Prudential enable ON Semiconductor to recreate the issue which has caused the failure of the acceptance tests. If Starry fails to notify ON Semiconductor as described in clause (i) or (ii) of the preceding sentence within three Business Days following thirty (30) days of receipt of a Confirmation of Milestone deliverable, then such Milestone deliverable will be deemed to have met the applicable Acceptance with respect Criteria and been accepted by Starry. In the event Starry notifies ON Semiconductor that a Milestone deliverable has failed the applicable Acceptance Criteria, ON Semiconductor will as soon as reasonably practicable re-test such Milestone deliverable and, if it agrees such deliverable has failed the applicable Acceptance Criteria, it shall use commercially reasonable efforts to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect make appropriate modifications to such Accepted Notes by so notifying Milestone deliverable in order to satisfy the Company Acceptance Criteria. Upon redelivery of any Milestone deliverable that has previously failed the applicable Acceptance Criteria, the procedures described above in writingthis Article 2.5 will apply to Starry’s acceptance or rejection of such deliverable. In the event ON Semiconductor does not agree that a Milestone deliverable has failed the applicable Acceptance Criteria, the Parties will work in good faith to resolve the issue and determine if the Milestone deliverable satisfies the applicable Acceptance Criteria, and at such time that the Parties mutually agree such Milestone deliverable satisfies the applicable Acceptance Criteria, Starry will be deemed to have accepted such deliverable.

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 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(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 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.