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

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

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

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

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to 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 ▇▇▇▇▇▇▇, 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 2.1(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 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 Window, an Authorized Officer of the Company may, subject to the terms of paragraph 2FSection 2.2(f), elect to accept such interest rate quotes on behalf of the Company a Quotation as to not less than $5,000,000 the aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier e-mail within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, Quotation specifying the Private Shelf Notes as to which such acceptance relates (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which Accepted Note” and such acceptance (being herein called an “ACCEPTANCEAcceptance”) relates). The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired interest rate quotesQuotation. Subject to paragraph 2F Section 2.2(f) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Schedule 2.2(e) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingwriting at least one Business Day prior to such cancellation.

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

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

Acceptance. Within 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 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 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 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 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 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 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 by the Acceptance WindowTrustee of the Mortgage Loans. The Trustee shall acknowledge, on the Closing Date, receipt by the Trustee, of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee shall maintain possession of the related Mortgage Notes in the State of California unless otherwise permitted by the Rating Agencies. In connection with the Closing Date, the Company mayTrustee shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Servicers an Initial Certification prior to the Closing Date, or, as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each applicable Mortgage Loan. The Trustee shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. Within 90 days after the Closing Date, the Trustee shall, for the benefit of the Holders of the Certificates, ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor and the Servicers a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (7) and (9) of the Mortgage Loan Schedule and items (1), (9) and (17) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. The Trustee shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Trustee shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The applicable Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of paragraph 2F, elect to accept such interest rate quotes other documents or instruments constituting the Custodial File as to not less than $5,000,000 aggregate principal amount come into the possession of the Private Shelf Notes specified Servicer from time to time. The Responsible Party shall deliver to the applicable Servicer copies of all trailing documents required to be included in the applicable Request for PurchaseCustodial File at the same time the original or certified copies thereof are delivered to the Trustee, including but not limited to such documents as the title insurance policy and any other Mortgage Loan Documents upon return from the public recording office. Such election documents shall be made delivered by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within Responsible Party at 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 Responsible Party's expense to such Accepted Notes by so notifying the Company in writingServicer.

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 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 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 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 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 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 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2E or, in the Acceptance Windowevent that due to conditions in the market place it shall not be feasible to hold such interest rate quotes open 30 minutes, such shorter period as Prudential may specify to the Company (such period being the "ACCEPTANCE WINDOW"), the Company may, subject to the terms of paragraph 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”") 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 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 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. 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 (confirmed subsequently in writing) or telecopier electronic 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, together with each Series A Note, Series B Note, Series C Note and Series D 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 DayDay for any Accepted Note other than the Series A Notes, Series B Notes, Series C Notes and Series D Notes, 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 the Acceptance Window, an Authorized Officer of the Company may, subject to the terms of paragraph 2F2B(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); provided, however that no Acceptance can be made with respect to any Quotation at any time prior to 9:30 a.m. or later than 2:00 p.m. New York City local time. 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 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, 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 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.

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 Corporation hereby accepts the Acceptance Windowsubscription for Units as set forth in the “Subscription and Subscriber Information” on page 2 of this Subscription Agreement on the terms and conditions contained in the Subscription Agreement (including all applicable schedules) this________ day of _________, 2012. By: Authorized Signing Officer In connection with the purchase of Units of securities of the Corporation (the “Units”) by the undersigned subscriber or, if applicable, the Company mayprincipal on whose behalf the undersigned is purchasing as agent (the “Subscriber” for the purposes of this Certificate), the Subscriber hereby represents, warrants, covenants and certifies to the Corporation and the Agent that: 1. the Subscriber is resident in a province or territory of Canada or is subject to the terms laws of paragraph 2F, elect a province or territory of Canada; 2. the Subscriber is purchasing the Units as principal for its own account or is deemed to accept such interest rate quotes be purchasing as principal pursuant to not less than $5,000,000 aggregate principal amount National Instrument 45-106 – Prospectus and Registration Exemptions (“NI 45- 106”); 3. the Subscriber is an “accredited investor” within the meaning of NI 45-106 by virtue of satisfying one or more of the Private Shelf Notes specified indicated criterion set out in Appendix “A” to this Certificate [IMPORTANT: PLEASE INITIAL THE APPLICABLE PROVISION IN APPENDIX “A” TO THIS CERTIFICATE]; and 4. upon execution of this Certificate by the applicable Request for Purchase. Such election Subscriber, this Certificate (including Appendix “A” hereto) shall be made by an Authorized Officer incorporated into and form a part 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 subscription agreement to which such acceptance (herein called an “ACCEPTANCE”) relatesthis Certificate is attached; and 5. The day the Company notifies Prudential of an Acceptance with respect to if 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 representations and each Prudential Affiliate which is warranties set forth above ceases 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 be true 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 accurate at any time prior to its receipt thereof cancel the closing with respect Closing Time (as defined in the subscription agreement to such Accepted Notes which this Certificate is attached), the Subscriber will promptly notify the Corporation and the Agent. Print name of Subscriber By: Signature Print name of Signatory (if different from Subscriber) Title IMPORTANT: PLEASE INITIAL ONE OR MORE OF THE ITEMS, AS APPLICABLE, IN APPENDIX “A” ON THE FOLLOWING PAGES ________ (a) a Canadian financial institution, or a Schedule III bank, ________ (b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada), ________ (c) a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by so notifying law to be owned by directors of that subsidiary, ________ (d) a person registered under the Company in writing.securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of The Securities Act (Ontario) or The Securities Act (Newfoundland and Labrador),

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.

Acceptance. Within By 11:00 A.M. on the next Business Day after New York Life provides interest rate spread quotes pursuant to Section 2.5 or such shorter period as New York Life may specify to the Issuer (such period, the “Acceptance Window”), the Company Issuer may, subject to the terms of paragraph 2FSection 2.7, elect to accept such interest rate those 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 Each election shall must be made by an Authorized a Responsible Officer of the Company Issuer, notifying Prudential New York Life by telephone or telecopier e-mail within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company Issuer elects to accept such interest rate quotesa spread quote, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an the “ACCEPTANCEAcceptance”) relates. By the close of business on the day of such Acceptance or as mutually agreed between such parties, the Issuer and New York Life shall agree on the interest rate for the Accepted Notes based on such spread quote. The day the Company notifies Prudential of an Acceptance interest rate is agreed with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential New York Life does not receive an Acceptance within the Acceptance Window shall or which do not result in an agreement as to an interest rate will expire, and no purchase or sale of Private Shelf Notes hereunder shall will be made based on such those expired interest rate quotes. Subject to paragraph 2F Section 2.7 and the other terms and conditions hereofof this Agreement, the Company agrees to Issuer will sell to Prudential or a Prudential New York Life Affiliate, and Prudential agrees to purchase, or to cause the a New York Life Affiliate will purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such those Accepted Notes. As soon as practicable No later than three Business Days following the Acceptance Day, New York Life will deliver to the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute Issuer a confirmation of such the Acceptance substantially in the form of EXHIBIT C attached hereto Schedule 2.6 (herein called a the “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to Issuer does not execute and return the applicable deliver such Confirmation of Acceptance to Prudential within three four Business Days following receipt of a Confirmation of the Acceptance Day, New York Life or any New York Life Affiliate may, at its election, cancel the purchase and sale with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such those Accepted Notes by so notifying the Company Issuer in writing.

Acceptance. Within the Acceptance Window, the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made 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 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(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 I hereby acknowledge that this Guaranteed Asset Protection (GAP) Agreement is STRICTLY VOLUNTARY and NEITHER THE EXTENSION OF CREDIT, THE TERMS OF THE CREDIT, NOR THE TERMS OF THE RELATED MOTOR VEHICLE SALE OR LEASE MAY BE CONDITIONED UPON THE PURCHASE OF THE GAP Agreement. Although I am not required to do so, I have elected to purchase this Agreement for an additional charge, which is shown above. I acknowledge that the Acceptance Windowcost of the above described Agreement has been disclosed to me and I agree to pay that amount. I understand that I may wish to consult an insurance agent to determine whether similar coverage may be obtained and at what cost. I understand that I may obtain GAP Protection from anyone I choose that is acceptable to the Financial Institution, and that GAP benefits may decrease over the Company mayterm of the Financial Agreement. In the event of a Total Loss, a deficiency will be considered which will be subject to the terms and conditions of paragraph 2F, elect to accept such interest rate quotes as to this Agreement. This Agreement will not less than cover that portion of a deficiency that results from an original amount financed that exceeds 150% of (1) MSRP for new vehicles or (2) NADA or equivalent for used vehicles. I will always be responsible for (1) all Primary Insurance deductibles over $5,000,000 aggregate principal amount of 1,000.00 and (2) any amounts not covered under 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 hereofof this Agreement. WARNING: THIS AGREEMENT DOES NOT PROVIDE AND IS NOT A SUBSTITUTE FOR BODILY INJURY, PROPERTY DAMAGE, LIABILITY, COMPREHENSIVE OR COLLISION INSURANCE AND DOES NOT COMPLY WITH ANY FINANCIAL RESPONSIBILITY LAW OR ANY OTHER LAW MANDATING MOTOR VEHICLE INSURANCE COVERAGE. COST: EFFECTIVE DATE: TERM: I have read and agreed to all the Company agrees to sell to Prudential above conditions: X Consumer Signature(s) Date X Seller/Dealer/Lienholder/Lessor Signature Title Date This Debt Cancellation Agreement/Addendum (“Agreement’) is between the Customer and any Co-Buyer or a Prudential AffiliateCo-Lessee (“You” or “Your”) identified on the front of this Agreement and the Creditor/Lessor (“We”, and Prudential agrees to purchase“Us”, or “Our”) and only provides benefit 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 writingoriginal finance or lease contract.

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 telephone, telecopier 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, 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 Schedule 2.2(f) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance 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 With respect to any Accepted Notes Order that is herein called the “ACCEPTANCE DAY” a solicitation of offers (including without limitation any requests for quotations), such Accepted Notes. Any interest rate quotes as to which Prudential does an Order will not receive an Acceptance within the Acceptance Window shall expire, be accepted by Buyer and no purchase or sale of Private Shelf Notes hereunder contract shall be made based on such expired interest rate quotes. Subject to paragraph 2F exist between Buyer 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 Seller with respect to such Accepted Notes by so notifying an Order unless and until ▇▇▇▇▇ expressly accepts such Order and agrees to purchase the Company Products thereunder in writing. With respect to an Order that is an offer, commencement of delivery or other indications of acceptance by Seller will result in a firm contract containing these Terms. Buyer’s performance is conditional upon Seller’s agreement to these Terms; if any of these terms and conditions are not acceptable to Seller, Seller must notify Buyer promptly. If Buyer does not receive Seller’s written objection to these Terms within ten (10) days after Seller receives the applicable Order from Buyer, or if Seller performs or delivers any Products, these Terms will be deemed irrevocably accepted by Seller. NOTWITHSTANDING THE CONTENTS OF ANY FORM FROM SELLER, THE ONLY EFFECT THEREOF WILL BE TO ACCEPT THE ORDER PURSUANT TO THESE TERMS. ANY PROVISION OF ANY FORM OR OTHER WRITING INCONSISTENT WITH THESE TERMS WILL NOT CONSTITUTE A PART OF THE CONTRACT. NO ONLINE OR ELECTRONIC TERMS OR CONDITIONS OF SELLER, ITS REPRESENTATIVES OR AFFILIATES WILL BE BINDING UPON BUYER EVEN THOUGH SUCH TERMS WERE “ACCEPTED” IN ORDER TO ACCESS OR USE A SYSTEM, INCLUDING BUT NOT LIMITED TO AN ORDER ENTRY SYSTEM. IN NO EVENT WILL BUYER BE DEEMED TO HAVE WAIVED ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND (INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR THOSE ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE) UNLESS SUCH WAIVER IS EXPRESSLY SET FORTH IN A WRITING HAND-SIGNED BY BUYER. The failure of Buyer to object to provisions contained in any acknowledgement or communication from Seller will not be construed as an acceptance of any such provision or as a waiver of these Terms. Without limiting the foregoing, Buyer expressly objects to all additional or contradictory terms specified or referenced in any other quote, email, acknowledgement, purchase order, confirmation, or other document supplied by Seller pertaining to the Products, including without limitation those terms and conditions regarding warranty, liability, and indemnity. No modification of any term or condition will be valid or binding upon Buyer unless approved by ▇▇▇▇▇ in a writing hand-signed by ▇▇▇▇▇. Unless Buyer expressly indicates otherwise in such hand-signed writing, such modification is effective only in that instance and only for the purpose for which it is made and is not to be construed as a modification on any future occasion or of any other order or agreement. Clerical and stenographic errors are subject to correction by ▇▇▇▇▇.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2B(4), the Company Issuer 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 (or its equivalent in Euros) 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 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 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 2F 2B(6) and the other terms and conditions hereof, the Company Issuer 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 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 C Exhibit D attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”)) and cause such Confirmation of Acceptance to be delivered to the Company on the date of such execution. If the Company Issuer 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 MetLife shall have provided any interest rate and/or margin quotes pursuant to paragraph 2B(5) or such shorter period as MetLife 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 and/or margin 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 MetLife 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 and/or margin 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 and margin 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 or margin quotes. Subject to paragraph 2F 2B(7) 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 C Exhibit D attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Accepted Note is a Floating Rate Note, then the Floating Rate Note Margin specified in the Confirmation of Acceptance shall remain constant for the life of such Note. If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential MetLife within three 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 five minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(4) or such shorter period as Prudential may specify to the Company (such period herein called the "Acceptance Window"), the Company may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”"Accepted Note") as to which such acceptance (herein called an “ACCEPTANCE”"Acceptance") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” "Acceptance Day" for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit D attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”"Confirmation of Acceptance"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

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

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

Acceptance. Within 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 ▇▇▇▇▇▇▇▇’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 ▇▇▇▇▇▇▇▇ believes was not authorized by Merchant or Cardholder. If ▇▇▇▇▇▇▇▇ 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 30 minutes after Prudential shall have provided any Quotation 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 Quotation as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential 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”"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 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 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 (3) 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. (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 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 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 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 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 Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”"Confirmation of Acceptance"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance 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 telephone, telecopier 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, 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 Schedule 2.2(f) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s 3578247962676392 -4- receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, the Company may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “"ACCEPTED NOTE”") as to which such acceptance (herein called an “"ACCEPTANCE”") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “"ACCEPTANCE DAY” " for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT 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 (a) This Agreement must be accepted within thirty (30) days from the Acceptance Windowproposal date by signature of Client. In the absence of written acceptance, the Company mayact of tendering Goods described herein for receiving, subject storage, delivery or other services by DSA within thirty (30) days from the proposal date shall constitute acceptance by Client. Client has had the opportunity to review and inspect the Warehouse and finds it to be suitable for the storage of Client’s Goods and agrees to accept the Warehouse storage space "AS-IS," "WHERE-IS," and "WITH ALL FAULTS" on the date hereof. THE PARTIES DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, THE WAREHOUSE SPACE, THE BUILDING, OR THE REAL PROPERTY OR PROPERTY INTERESTS, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Notwithstanding the time for acceptance stated above, if Client tenders Goods for acceptance at any time after executing this Agreement, the terms of this Agreement will govern the storage of such Goods unless Client has executed a substitute agreement or unless DSA has waived or modified the terms of this Agreement in writing. (b) In the event that Goods tendered for storage or other services do not conform to the description contained herein, or conforming Goods are tendered after thirty (30) days from the proposal date without prior written acceptance by Client as provided in paragraph 2F(a) of this section, elect DSA may refuse to accept such interest rate quotes Goods. If DSA accepts such Goods, Client agrees to pay the rates and charges as may be assigned and invoiced by DSA and to all terms of this Agreement. (c) This Agreement may be canceled by either party upon thirty (30) days written notice and is canceled if no storage or other services are performed under this Agreement for a period of one hundred eighty (180) days. Notwithstanding the foregoing, if Client elects to engage in DSA’s Long-Term Storage as provided for in the Designer Space License Agreement, the parties may not less than $5,000,000 aggregate principal amount cancel the Designer Space License Agreement before expiration 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 license term, even if thirty (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time30) 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 days written notice 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 writingprovided.

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

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

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

Acceptance. Within the Acceptance 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, 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 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 thirty (30) days of the Acceptance WindowRenewal Notice, Landlord shall notify Tenant of Landlord’s proposal concerning the Company may, subject to Base Rent for the applicable Renewal Period (the “Rental Notice”). Tenant may accept the terms set forth in the Rental Notice by written notice to Landlord given within thirty (30) days after receipt of paragraph 2Fthe Rental Notice (an “Acceptance Notice”), or Tenant may reject the Base Rent proposed by Landlord but elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of renew at the Private Shelf Notes specified Market Rental Rate determined 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 manner set forth herein (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 ACCEPTANCERenewal Notice”). If Tenant timely delivers an Acceptance Notice, Tenant shall, within fifteen (15) days after receipt, execute a lease amendment confirming the Company should fail Base Rent and other terms applicable during the Renewal Period. If Tenant timely delivers a Renewal Notice, then Landlord and Tenant shall negotiate for a period expiring on the fifteenth (15th) day after Landlord’s receipt of the Renewal Notice (the “Negotiation Deadline”) in an effort to reach agreement concerning the Market Rental Rate. If Landlord and Tenant cannot agree to the Base Rent for the Renewal Period by the Negotiation Deadline, then Tenant shall have an additional 7 days from the Negotiation Deadline within which Tenant shall have the option to elect to have such dispute resolved by arbitration pursuant to this Rider No. 1 by giving Landlord written notice (“Arbitration Notice”) of its election within such 7-day period. If Tenant does not timely exercise its option to have such dispute resolved by arbitration, then this Option to Extend shall automatically expire and be of no further force or effect. Moreover, if Tenant fails timely (i) to deliver an Acceptance Notice or a Renewal Notice, or (ii) to execute and return the applicable Confirmation required lease amendment after giving an Acceptance Notice, then this Option to Extend shall automatically expire and be of Acceptance no further force or effect. In addition, this Option to Prudential within three Business Days following receipt Extend shall terminate upon assignment of the Lease or subletting of all or any part of the Premises other than pursuant to a Confirmation Permitted Transfer under Section 11.E 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 writingLease.

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

Acceptance. Within the Acceptance Window, the Company may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes which will in the aggregate be not less than $5,000,000 in principal amount (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 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 2.3(e), the Company may, subject to the terms of paragraph 2FSection 2.3(g), elect to accept such interest rate quotes as to not less than $5,000,000 (or €5,000,000 or £5,000,000, as applicable) 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 electronic mail transmission or 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 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 2.3(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, which purchase price shall be paid in the Applicable Currency in which such Notes are to be 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 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 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 Co-Issuers (such period herein called the “Acceptance Window”), the Company Co-Issuers may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of each of the Company Co-Issuers notifying Prudential by telephone or telecopier facsimile within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that each of the Company Co-Issuers elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Co-Issuers notify Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph paragraphs 2B and 2F and the other terms and conditions hereof, the Company agrees Co-Issuers agree jointly and severally to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Accepted Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Co-Issuers and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT 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.3

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

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

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

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

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.1(e), the Company may, subject to the terms of paragraph 2FSection 2.1(g), elect to accept such interest rate quotes as to not less than $5,000,000 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 2.1(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 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 2.1(f) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). Notwithstanding the Acceptance of any interest rate quote, if the related Request for Purchase contains any updates to the representations or warranties contained in Section 5 hereof or any updated Schedules to this Agreement, then Prudential or any Prudential Affiliate may, in its sole discretion, but no later than 5:00 PM New York City time on the third Business Day after Prudential received the related Request for Purchase in writing containing any updates to the representations or warranties contained in Section 5 hereof or any updated Schedules to this Agreement, decline to execute a Confirmation of Acceptance with respect to the Accepted Notes relating to such Acceptance and there shall be no agreement of purchase and sale with respect to such Accepted Note. Prudential agrees to notify the Company of any such declination by Prudential or any Prudential Affiliate with respect to any Accepted Notes and no Cancellation Fee or Delayed Delivery Fee shall be due from the Company with respect to such Accepted Notes. If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.1(d), the Company may, subject to the terms of paragraph 2FSection 2.1(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 confirmed email transmission within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.1(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 (in a minimum principal amount, with respect to any Prudential Affiliate, of $1,000,000) at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential the Parent Guarantor and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 2.1(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 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 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 The above subscription is hereby accepted and agreed to by the Acceptance WindowCorporation. DATED ________________, 1997. INTERNET LIQUIDATORS INTERNATIONAL INC. By: _____________________________________ Authorized Signing Officer SCHEDULE I CONTRACTUAL RIGHT OF ACTION FOR RESCISSION 1. In the event that the subscriber executing the Subscription Agreement to which this Schedule is annexed (the "Purchaser") acquires Common Shares (as defined in the Subscription Agreement) upon the exercise of the Special Warrants (as defined in the Subscription Agreement) and is or becomes entitled under applicable Canadian provincial securities legislation to the remedy of rescission by reason of the (final) prospectus to be filed (as contemplated in the Subscription Agreement) or any amendment thereto containing a misrepresentation, the Company mayPurchaser shall be entitled to rescission with respect to not only the Purchaser's exercise of the Special Warrants but also to the purchase of the Special Warrants, and shall be entitled in connection with such rescission to a full refund from the Corporation of the amount of the purchase price paid in respect of the Special Warrants. The provisions hereof are a direct contractual right extended by the Corporation alone (but specifically not by the directors or officers of the Corporation or by the Underwriters) to the Purchaser and to any permitted assignee of the Special Warrants of the Purchaser, such assignee to be entitled to exercise such rights of rescission and refund as if such assignee was the original subscriber. The foregoing is in addition to any other right or remedy available to the holder of the Special Warrants under section 130 of the Securities Act (Ontario) or other applicable Canadian provincial securities legislation, or otherwise at law and is subject to sections 2 and 3 below. 2. The foregoing contractual rights of action for rescission described in paragraph 1 shall be subject to the terms of paragraph 2Fdefences, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount limitations and other provisions described under section 130 of the Private Shelf Notes specified Securities Act (Ontario) and the equivalent provisions of any other applicable Canadian provincial securities legislation, each of which are incorporated herein by reference, mutatis mutandis. 3. No action shall be commenced to enforce the foregoing rights of action for rescission more than 180 days after the Expiry Date (as defined 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”Subscription Agreement). If SCHEDULE II TERM SHEET ISSUER: Internet Liquidators International Inc. (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."Corporation")

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