Common use of Acceptance Clause in Contracts

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

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

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

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

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

Acceptance. Within 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 the Acceptance WindowExcept as otherwise expressly provided herein, 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 accepting delivery of a Confirmation Phase(s), evidenced by Tenant’s execution of a Handover and Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing Certificate with respect to such Accepted Notes Phase(s), Tenant shall be deemed to have accepted such Phase as: (a) suitable for the Applicable Phase Purpose; (b) in good and sanitary operating order, condition and repair with the Applicable Phase Landlord Work complete, subject to any Punch List items; (c) AS-IS, WHERE IS and WITH ALL FAULTS, and (d) without representation or warranty by so notifying Landlord as to the Company condition, use or occupancy which may be made thereof; provided, however, that: (i) Landlord shall, at its sole cost and expense, repair and replace any Construction Defects of which Tenant has notified Landlord in writingwriting within twelve (12) months after the final Applicable Phase Delivery Date for the Premises; (ii) Landlord shall, at no cost to Landlord, assign to Tenant all Transferrable Warranties as the applicable Landlord Work is completed or as soon as is reasonably feasible, and (iii) the foregoing shall not release Landlord from any of its express obligations under this Lease. Tenant acknowledges that: (A) it has been advised by Landlord to satisfy itself with respect to the condition of the Premises and each Phase thereof (including, without limitation, the structural components of the Building and the Building Systems located therein, and the security and environmental aspects thereof) and the present and future suitability of the Premises for the Permitted Use; (B) Tenant has made such inspection and investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to Tenant’s use and occupancy of the Premises; and (C) neither Landlord nor any of Landlord’s Agents has made any oral or written representations or warranties with respect to the condition, suitability or fitness of the Premises other than as specifically set forth in this Lease. Further, Tenant expressly disclaims any implied warranty that the Premises are suited for the Permitted Use.

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

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

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

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

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

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

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

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

Acceptance. Within 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 9.1 When SIEMENS believes that all or an independent definable phase or portion of the Acceptance WindowWork is Substantially Complete, SIEMENS will submit a Certificate of Substantial Completion to the Company may, CLIENT which shall be subject to the terms following: (a) If the CLIENT concurs that the described portion of paragraph 2Fthe Work as performed is Substantially Complete, elect the CLIENT will sign the Certificate of Substantial Completion and return it to accept such interest rate quotes SIEMENS; (b) A Certificate of Substantial Completion may include, as an attachment to it, an Outstanding Items List prepared by SIEMENS; (c) If the CLIENT does not concur that the Work is Substantially Complete, then, within five (5) business days of receiving the Certificate of Substantial Completion, the CLIENT shall notify SIEMENS in writing of the reasons it believes the Work is not Substantially Complete; (d) If SIEMENS disagrees with the CLIENT as to whether the Work is Substantially Complete, SIEMENS shall notify the CLIENT of a dispute and such dispute shall be resolved in accordance with Section 9.3 herein; (e) If, within five (5) business days of receiving the Certificate of Substantial Completion the CLIENT fails to sign the Certificate, and within the same period the CLIENT’s Representative does not less than $5,000,000 aggregate principal amount deliver to SIEMENS a written notice of the Private Shelf Notes specified reasons the CLIENT believes that the Work is not Substantially Complete, then in the applicable Request for Purchase. Such election mutual interests of the Project proceeding in a timely manner, the CLIENT will be deemed to have agreed to, signed and returned the Certificate of Substantial Completion. 9.2 After the CLIENT signs and returns, or is deemed to have signed and returned to SIEMENS all of the Certificates of Substantial Completion relating to the Work, and after SIEMENS corrects and completes all of the items on all of the Outstanding Items Lists, if any, SIEMENS will submit to the CLIENT a Certificate of Final Completion which shall be made by an Authorized Officer subject to the following: (a) If the CLIENT concurs that all of the Company notifying Prudential items on all of the Outstanding Items Lists have been completed or corrected, the CLIENT will indicate its final acceptance of the Work by telephone signing the Certificate of Final Completion and returning it to SIEMENS; (b) If the CLIENT does not concur that all of the items on all of the Outstanding Items Lists have been completed or telecopier corrected, then the CLIENT shall, within five (5) business days of receiving the Certificate of Final Completion, identify the items that, it believes, were not completed or corrected; (c) If SIEMENS disagrees that the items identified by the CLIENT have not been completed or corrected, SIEMENS shall notify the CLIENT of a dispute and such dispute shall be resolved in accordance with section 9.3 herein; (d) If, within five (5) business days of receiving a Certificate of Final Completion, the CLIENT fails to sign that Certificate, and, within the Acceptance Window (but same period the CLIENT’s Representative does not earlier than 9:30 A.M. deliver to SIEMENS a written notice identifying the items on the Outstanding Items List(s) that, the CLIENT believes, were not completed or later than 2:00 P.M.corrected, New York City local time) that then the Company elects CLIENT will be deemed to accept such interest rate quotes, specifying have agreed to and signed and returned the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as Certificate of Final Completion. 9.3 Any disputes concerning the Substantial Completion or the Final Completion of the Work will be resolved by submitting the issue to a third party professional engineering firm and which such acceptance (herein called an “ACCEPTANCE”) relatesis reasonably acceptable to both SIEMENS and the CLIENT. The day the Company notifies Prudential determination of an Acceptance this firm with respect to any Accepted Notes is herein called Final Completion or Substantial Completion will be final and binding upon the “ACCEPTANCE DAY” Parties. SIEMENS and the CLIENT shall share equally the costs or fees for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on firm in connection with such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingdispute resolution process.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to the terms of paragraph 2FSection 2.1(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 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 Contractor shall install and test the Acceptance Window, the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes GBBF Subsystem as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable Request Exhibits and certify to Purchaser in writing at the GBBF Subsystem acceptance test review meeting the results of the testing performed on the installed GBBF Subsystem and confirming that the GBBF Subsystem meets the applicable performance requirements of Annex B, Specification for Purchasethe GBBF Subsystem, of Exhibit E, Space [*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED. Such Segment Performance Specification. Promptly (but in no event more than three (3) days) after the completion of the acceptance review meeting, Purchaser shall either accept the GBBF Subsystem in writing as complying with the applicable requirements of Annex B, Specification for the GBBF Subsystem, of Exhibit E, Space Segment Performance Specification (“Acceptance” for the GBBF Subsystem) or notify Contractor in writing as to how the GBBF Subsystem fails to comply with the applicable specified requirement(s). Upon receipt of Purchaser’s notice of defects (if any), Contractor shall repair or replace any non-conforming unit(s) of the GBBF Subsystem, at Contractor’s election and expense, and resubmit the GBBF Subsystem for Acceptance with a written certification of the results of the corrective action taken. Promptly (but in no event more than three (3) days) after receipt of Contractor’s written certification, and provided that Purchaser shall have determined in good faith that all applicable non-conformities have been corrected, Purchaser shall provide written notice of Acceptance of the GBBF Subsystem. If Purchaser fails to provide notice within the periods set forth in this section, Acceptance shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects deemed to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance have occurred with respect to any the GBBF Subsystem. If not earlier Accepted Notes is herein called as provided in the “ACCEPTANCE DAY” foregoing provisions of this Article 11 or terminated for such Accepted Notes. Any interest rate quotes as default pursuant to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereofArticle 23.1, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.GBBF Subsystem shall [*]

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

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

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

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

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

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

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

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

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

Acceptance. Within 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 ▇▇▇▇▇▇▇, 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 2.6, 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 WindowACCEPTANCE WINDOW, the Company may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “"ACCEPTED NOTE”") as to which such acceptance (herein called an “"ACCEPTANCE”") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “"ACCEPTANCE DAY” " for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “"CONFIRMATION OF ACCEPTANCE”"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

Acceptance. Within 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 9.1 Customer acceptance of the Systems will occur twice; once at Beaverton ("Factory Acceptance") and after installation at the delivery point (Final Acceptance Window, the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not or "CFA"). The specification for Systems for butting will be less than $5,000,000 aggregate principal amount or equal 18nm mean plus (range divided 2). This specification and acceptance test criteria supercede that described in Exhibit A and B. Etec will provide Customer with revised Exhibits A and B no later June 30, 1998. Customer acceptance of the Private Shelf Notes specified Upgrade will occur once, following installation at the delivery point (Final Acceptance or CFA). Acceptance tests will be performed in accordance with Exhibit A as applicable. Upon successful completion of tests, Customer's representative shall execute the applicable Request for Purchaseappropriate "Acceptance Form" and shipment of the System and Upgrade from Etec's facility constitute an irrevocable commitment to purchase. Such election Any unauthorized use of the Systems or Upgrade by Customer prior to completion of Final Acceptance shall be made by an Authorized Officer deemed to be a waiver of the Company notifying Prudential by telephone or telecopier within Final Acceptance test and the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that balance of the Company elects to accept such interest rate quotes, specifying Purchase Price shall then become due and payable and the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relatesWarranty Period shall begin. The day the Company notifies Prudential of an Acceptance [*] Confidential Treatment has been requested with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” omitted portions. 9.2 Etec will notify Customer at least two (2) weeks prior to the start of Factory Acceptance for such Accepted Notesthe Systems, and at least two (2) weeks prior to the estimated shipment date of the Upgrade. If Customer unreasonably delays the start of Factory Acceptance, customer understands that Etec may proceed with Factory Acceptance tests and agrees to pay Etec the associated milestone payment upon Etec's presentation of satisfactory Factory Acceptance test results. 9.3 Customer agrees that it will not unreasonably prevent the start of Final Acceptance nor unreasonably delay the completion of Final Acceptance. If there are delays, other than Force Majeure, that prevent the start or completion of Final Acceptance after ninety days from shipment of the Systems or Upgrade, Customer agrees to waive the Final Acceptance test, the balance of the Purchase Price shall become due and payable and the Warranty Period shall begin. 9.4 Etec will undertake an engineering program for the purposes of improving butting to the original 15 nm performance. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase result that produces a deliverable engineering change order (ECO) or sale of Private Shelf Notes hereunder shall procedure will be made based on such expired interest rate quotes. Subject available 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 writingCustomer immediately [*].

Acceptance. Within The Corporation and Voting Trustee each hereby accept this instrument of accession and agree to the Acceptance Windowabove-named ▇▇▇▇▇▇ becoming party to the Agreement as a “Shareholder” thereunder. NMG INC. REVIEW ONLY Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ SCHEDULE 1 (the “Corporation”) REVIEW ONLY The undersigned, for valuable consideration received, hereby transfers all Class B Common Shares in the authorized capital of the Corporation held by such person, to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Voting Trustee”), to be held in a voting trust created by a Trust Declaration and Voting Trust Agreement dated June 10, 2024, between the Voting Trustee, the Company mayCorporation and the shareholders of the Corporation listed in the Schedule A thereto. This Instrument of Transfer shall be affixed to the back of the Certificate representing the shares as conclusive evidence of such transfer. Despite the date this document is executed, this Instrument of Transfer will be effective on the Effective Date as that term is defined in the Trust Declaration and Voting Trust Agreement between the Voting Trustee, the Corporation, and the undersigned. This instrument may be delivered by electronic transmission. Dated: SCHEDULE 2 (the “Corporation”) Date of Trust Declaration and Voting Trust Agreement Date of this Voting Trust Certificate (if different) Number and type of Deposited Shares Shareholder name June 10, 2024 Class B Common Shares THIS CERTIFIES that there has been deposited with the individual acting as trustee (the “Voting Trustee”) under that certain declaration of trust and voting trust agreement, as may be amended, supplemented, or restated from time to time, among the Voting Trustee, the Corporation and certain shareholders of the Corporation (the “Voting Trust Agreement”) Certificate(s) (as defined therein) for the number of Class B Common Shares of the Corporation as shown above. The registered holder named above is entitled to all the benefits and interests specified in the Voting Trust Agreement arising from the deposit of said shares, all as provided in and subject to the terms of paragraph 2Fthe Voting Trust Agreement. REVIEW ONLY Until termination of the Voting Trust Agreement, elect the registered holder hereof is entitled to accept such interest rate quotes as receive payments equal to not less than $5,000,000 aggregate principal the amount of the Private Shelf Notes specified in cash dividends or other cash distributions, if any, if, as and when declared and paid by the applicable Request for Purchase. Such election shall be made by an Authorized Officer Corporation on the above-noted number and class 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 writingshares.

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

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

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

Acceptance. Within 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 The purchase order issued by Purchaser constitutes an offer or counter-offer by Purchaser to buy the Acceptance Window, products described herein in accordance with these Terms and Conditions and shall be deemed the Company may, controlling document for such order. Any order not rejected in writing within three (3) days shall be deemed accepted by Seller. No additional or different terms or conditions will be binding upon Purchaser unless specifically agreed to in writing by an authorized representative of Purchaser. Purchaser hereby objects to any such additional or different provisions contained in any purchase order or other communication heretofore or hereafter received from Seller. MODIFICATIONS/CHANGES/CANCELLATIONS: Any requested modification to an order is subject to the terms approval of paragraph 2FPurchaser. No accepted order may be cancelled or altered by Seller except upon Purchaser’s written consent. Seller agrees to provide at least sixty (60) days notice prior to any increase in pricing. INVOICING: Seller will issue invoices referencing the order number contained herein, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount item number, description of the Private Shelf Notes items, sizes, quantities, unit prices and extended totals. If an order contains more than one item, Seller’s invoice will make the proper references. Taxes, if any, which are to be collected by the Seller, will be stated separately on the invoice and shall be remitted by Seller to the appropriate taxing authority. All invoices will comply with the requirements of each relevant taxing authority and shall contain data and registration numbers that will enable Purchaser to obtain appropriate credit for any taxes charged. PAYMENT TERMS: Except as provided otherwise in the applicable purchase order issued by Purchaser, all Invoices are due in full within ninety (90) days from date of Purchaser’s receipt of Invoice. Purchaser is entitled to a 2% discount if payment is made within sixty (60) days from date of Purchaser’s receipt of Invoice. FREIGHT/ ADDITIONAL CHARGES: Unless otherwise noted, all applicable freight, fuel surcharge fees, carton charges and handling charges are not included in this price quotation and will be invoiced as a separate line item after the is invoiced by the carrier. Purchaser shall have sole discretion to select carrier and mode of shipment. All products are F.O.B. Bolingbrook, IL unless otherwise specified in the applicable Request for Purchasepurchase order issued by Purchaser. Such election Regardless of shipping terms or freight payment, all risk of loss or damage in transit shall be made borne by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window Seller. SHIPPING: Seller will be expected to work towards 100% on time delivery (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local timedefined as zero (0) 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 days late with respect to the delivery date indicated on the applicable purchase order). Seller will bear all risk of loss until the products are delivered to the designated destination. Seller will be responsible for all additional costs (i.e. expedited delivery) resulting from any Accepted Notes is herein called missed or late deliveries. SPECIFICATIONS AND QUALITY STANDARDS: The products will be produced, packaged and supplied as set forth in the “ACCEPTANCE DAY” purchase order issued by Purchaser and in accordance with any mutually agreed upon objective specifications and quality standards. In addition to its other obligations, Seller will be obligated, on an expedited basis, to substitute deliveries for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expiredefective and non-conforming products free of charge, and no pay a handling fee to Purchaser per defective or non-conforming product in the amount of 5% of product cost. Purchaser will have at least sixty (60) days to inspect all products prior to acceptance; provided such inspection and acceptance will not relieve Seller of its obligations. WARRANTIES: In addition to the performance warranties set forth in the purchase order and any proposal, quote, or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F other document accepted by Purchaser, Seller will warrant that: (i) the products, and the other terms and conditions hereofif applicable, the Company agrees to sell to Prudential product packaging, will fully comply with and satisfy the specifications and quality standards, (ii) the products are merchantable, (iii) the products are fit for their intended purpose, (iv) the products do not infringe or a Prudential Affiliateviolate any third party intellectual property rights, and Prudential agrees (v) the products fully comply with all applicable law. The warranties will run to purchasePurchaser, its affiliates, customers, and end users. LIMITATION OF LIABILITY: IN NO EVENT WILL PURCHASER OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, CLAIMS, OR LOSSES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, LOST PROFITS AND/OR LOST OPPORTUNITIES) RESULTING FROM OR RELATED TO THE USE, MISUSE, PURCHASE, OR SALE OF ANY OF SELLER’S PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT FORESEEABLE, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INSURANCE: Seller will maintain and carry liability insurance in an amount no less than the greater of (a) the minimum amount required by applicable law, or (b) the following coverages: commercial general liability (including product liability and, for services to cause the purchase by be performed, completed operations liability) in a Prudential Affiliate ofsum no less than INDEMNIFICATION: Seller will agree to defend, the Accepted Notes at 100% indemnify and hold Purchaser and its affiliates and their respective owners, directors, officers, employees, representatives, agents, customers and users of the principal amount products harmless from and against any and all claims, demands, losses, damages, liabilities, settlement amounts, costs or expenses (including court costs and reasonable attorneys’ fees) arising out of such Notes. As soon as practicable following or resulting from (i) a breach by Seller of any agreement with Purchaser, including these Terms and Conditions, (ii) any defective product supplied by Seller, (iii) the Acceptance Daynegligence, bad faith or intentional or willful misconduct of Seller, (iv) any product liability claims related to the Companyproducts, Prudential (v) any intellectual property infringement claims related to the products, (vi) any recalls related to the products, (vii) excessive product failures, and each Prudential Affiliate which is to purchase (viii) any such Accepted Notes will execute a confirmation violation of such Acceptance substantially applicable law by Seller or its affiliates in connection with supplying 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 writingproducts.

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

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to Section 2.2(e) 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(g), elect to accept such interest rate quotes as to not less than a $5,000,000 10,000,000 (or such lesser amount as is equal to the Available Facility Amount if the Available Facility Amount is less than $10,000,000 at such time) aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized a Responsible 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 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 2.2(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 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 Closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, the Company may, subject An agreement is formed once an offer is accepted. The offeree must intend to accept the terms of paragraph 2Fthe offer; and That intention must be communicated to the offeror. Acceptance Must Correspond to Offer Acceptance must be unqualified; there must be no attempt to introduce new terms. Offeree must have knowledge of and act in reliance on the offer. Where an act is to represent acceptance of an offer, elect the act must be performed for the purpose of accepting the offer.23 A counter offer is not acceptance The offeree must agree to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount all terms of the Private Shelf Notes specified offer.24 Exceptions to unqualified acceptqnce Acceptance couched in different language.25 Request by offeree for modification of performance An agreement is not prevented if the applicable Request for Purchaseofferee, at the time of acceptance, seeks a concession from the offeror in terms of contractual performance. Such election shall be made Provided there is unqualified acceptance, a request by an Authorized Officer offeree that the offeror allow a different method of performance will not prevent contract formation.26 Divergence from terms of the Company notifying Prudential offer for benefit of offeror Acceptance can occur 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 conduct without need for acceptance of terms to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as be communicated 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”)offeror. If the Company should fail conduct is more favourable to execute the offeror than those in the offer, a court is likely to find that agreement exists.27 Acceptance must be unqualified ‘Subject to Contract’: Test of Intentions If the intention is not to make a concluded bargain until formal contract, the offeree has not made an unqualified acceptance of the offer. if there is agreement on all terms and return parties intend to be bound immediately but they still want a formal document drawn up, there IS a binding contract Mere Inquiry does NOT constitute acceptance A mere inquiry is not a rejection of the applicable Confirmation offer.28 Notification to Offeror of Fact of Acceptance An offeree must communicate acceptance of the offer to Prudential the offeror. An agreement is not complete until such communication is effected.29 Method of Acceptance Whether acceptance has occurred depends on whether the offeree has complied with the requirements of the method of acceptance for the particular transaction. Method of Acceptance Stipulated by Offeror An offeror may stipulate how acceptance should take place. Failure to respond in manner specified may be a bar to contract formation. If offeree accepts in a manner more advantageous to the offeror, acceptance will be valid.30 Method of acceptance for benefit of Offeree If method of acceptance was imposed for benefit of offeree, offeree may waive the benefit and accept in different way.31 Prescribed method not only method Even if a manner of acceptance is prescribed, on a true construction of the terms, this may not be the ONLY method of acceptance that will be effective. Acceptance by Silence The performance of specific acts may waive the need for the offeree to communicate acceptance.32 ▇▇▇▇▇▇▇’s actions construed as acceptance Sometimes, court may infer acceptance of an offer from the conduct of the parties.33 Instantaneous Communication Acceptance Must be Communicated Contract will be formed when acceptance of the offer is communicated to the offeror. The contract is formed when and where the offeror recieves that communication.34 Test: TOI taking in all facts Meaning of ‘Instantaneous Communication’: - telephone; telex messages; facsimile and possibly electronic communication. Postal Acceptance Rule Where circumstances are such that it must have been within three Business Days following the contemplation of the parties that, according to the ordinary uses of mankind, the post might be used as a means of communicating the acceptance of an offer, the acceptance is complete as soon as it is posted.35 A contract will be formed when the offeree posts the letter, not when the offeror actually receives it.36 It does not affect the validity of the contract if the letter takes longer than usual to reach the offeror, or is completely lost in the post. The offeror bears this risk.37 The offeror has the option of displacing the operation of the rule by stipulating that s/he will not be bound until actual receipt of the offeree’s acceptance. Displacement of the Rule The rule is displaced if a Confirmation court does not consider: The post was within the contemplation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its the parties as a means of communicating the acceptance If the offeror indicates that he or she will not be bound until actual receipt thereof cancel of the closing with respect to such Accepted Notes by so notifying the Company in writing.acceptance.38

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.

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) (with a copy to each other Investor Group Representative) by telephone or telecopier confirmed email transmission within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotesQuotation, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED 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 and the other terms and conditions hereof, the Company agrees to sell to Prudential an Investor Group Representative and/or one or a Prudential Affiliatemore of its Investor Group Affiliates, and Prudential the applicable Investor Group Representative agrees to purchase, purchase or to cause the purchase by a Prudential Affiliate ofone or more of its Investor Group Affiliates, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential the applicable Investor Group Representative and each Prudential applicable Investor Group 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 Schedule 2.1(e) (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Accepted Note is a Floating Rate Note, then the -4- 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 to the applicable Confirmation of Acceptance to Prudential Investor Group Representative within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance 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 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 Signatory of the Company notifying Prudential by telephone or telecopier email within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private 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 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 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 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(4) or such shorter period as Prudential may specify to the Acceptance WindowCompany (such period herein called the "ACCEPTANCE WINDOW"), the a 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 a 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 Companies elect 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 a 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 Companies agree to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the CompanyCompanies, 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 Companies 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 Companies 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 WindowWindow "), 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 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 five 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 Please confirm your agreement to the terms and conditions set forth above by signing and returning the enclosed duplicate copy of paragraph 2Fthis Agreement to the Company at the address set forth above. Very truly yours, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount COMPANY RESOURCE INNOVATION OFFICE REIT, INC., a Maryland corporation March 23, 2016 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Executive Officer RESOURCE REAL ESTATE, INC., a Delaware corporation March 23, 2016 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Executive Officer DEALER MANAGER RESOURCE SECURITIES, INC., a Delaware corporation March 23, 2016 By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Date Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President TO: RE: RESOURCE INNOVATION OFFICE REIT, INC. Ladies and Gentlemen: Resource Innovation Office REIT, Inc. (the “Company”) is a corporation organized under Maryland law. Class A and Class T shares of the Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer common stock of the Company notifying Prudential by telephone or telecopier within (individually, the Acceptance Window “Class A Shares” and the “Class T Shares” and collectively the “Shares”) are being offered for sale as described in the Prospectus. Our firm, Resource Securities, Inc. (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local timethe “Dealer Manager”) that has entered into the Second Amended & Restated Dealer Manager Agreement with the Company elects to accept such interest rate quotesdated March 23, specifying 2016 (the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEDealer Manager Agreement”) for offers and sales of the Shares pursuant to the terms therein, the form of which is attached hereto as Exhibit A and incorporated in this Agreement by reference. Under the Dealer Manager Agreement, the Dealer Manager has agreed to which such acceptance form a group of FINRA member firms (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 DAYDealers”), which will obtain subscriptions for Shares on a “best efforts” for such Accepted Notesbasis as provided in the Prospectus. Any interest rate quotes as Capitalized terms not otherwise defined herein shall have the meanings set forth in the Dealer Manager Agreement. You are invited to which Prudential does not receive an Acceptance within become one of the Acceptance Window shall expire, Dealers on a non-exclusive basis. By your acceptance below you agree to act in that capacity and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject may offer the Shares to paragraph 2F and your customers in accordance 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% 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 thirty (30) days after the Acceptance Windowreceipt of the Offer (the "Offer Period"), each Offeree shall notify the Company mayTransferor whether or not it desires to purchase any or all of the Equity Securities offered and how many of the Equity Securities it desires to purchase (an "Offer Response"). In the event that the aggregate number of Equity Securities that the Offerees who elected to make purchases (the "Purchasing Offerees") desire to purchase is greater than the total number of Equity Securities offered to them, subject such Equity Securities shall be allocated among the Purchasing Offerees in proportion to their holdings, or in such other proportions as they may agree; PROVIDED, HOWEVER, that any Purchasing Offeree who elected in such Offeree's Offer Response to purchase less than such Offeree's proportionate number of Equity Securities so determined shall be allocated only the number of Equity Securities specified in such Offer Response, and the balance of such Equity Securities shall be allocated among the remaining Purchasing Offerees in proportion to their holdings (up to the terms number of paragraph 2Fshares specified in each Purchasing Offeree's Offer Response), elect or in such other proportions as they may agree, and this procedure shall be repeated until all the Equity Securities offered to accept such interest rate quotes the Offerees have been allocated to a Purchasing Offeree. The phrase "in proportion to their holdings" as used in this SECTION 2.3.3 shall mean in the proportion which the number of Equity Securities held by each Purchasing Offeree bears to the aggregate number of Equity Securities held by all Purchasing Offerees among whom Equity Securities are being allocated, determined as of the last day of the Offer Period. The Transferor shall then fix a closing date for the sale of the Equity Securities so subscribed to the Purchasing Offerees, which date shall be not less than $5,000,000 aggregate principal amount fifteen (15) nor more than thirty (30) days after expiration of the Private Shelf Notes specified Offer Period, unless any longer period is necessary to comply with any law, rule, regulation or statute of any governmental entity, in which case the applicable Request for Purchase. Such election Transferor shall be made by an Authorized Officer use its best efforts to obtain such consents as soon as practicable, provided that in no event shall the time period to receive such consents exceed ninety (90) days without the consent 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 writingnon-transferring Stockholders.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to Section 2.5 or, in the event that due to conditions in the market place it shall not be feasible to hold such interest rate quotes open 30 minutes, such shorter period as Prudential may specify to the Company (such period being the "Acceptance Window"), the Company may, subject to the terms of paragraph 2FSection 2.7, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 1:30 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”"Accepted Note") as to which such acceptance (herein called an “ACCEPTANCE”"Acceptance") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” "Acceptance Day" for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.7 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 writingAcceptance").

Acceptance. Within This purchase order (“order”) is an offer by RESONAC GRAPHITE AMERICA, Inc. (“Buyer”) to the Acceptance WindowSeller to form a contract for the purchase of goods and/or services as specified on the face of this order. For any future orders, the Company maythen current version of the Buyer’s Terms and Conditions at the time an order is issued shall be applicable. In making this offer, subject Buyer expressly limits acceptance thereof to the terms of paragraph 2Fand conditions contained in these Terms and Conditions. Buyer does not accept any prior offers from Seller relating to the material and services described herein that may be contained in Seller’s quotations, elect correspondence, specifications or discussions. This order constitutes the entire agreement between Buyer and Seller relating to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount the purchase and sale of the Private Shelf Notes specified in the applicable Request for Purchasematerial and services described herein. Such election No modification of this order shall be made of any force or effect unless it is in writing and signed 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 party 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 expirebe bound thereby, and no purchase or sale of Private Shelf Notes hereunder modification shall be made based on such expired interest rate quoteseffected by the acceptance of any form of acknowledgement or order containing different or additional provisions. Subject Orally agreed conditions are not binding. ▇▇▇▇▇’s placing this order constitutes the contract with Seller. ANY CONFLICTING OR ADDITIONAL TERMS AND CONDITIONS SUPPLIED BY SELLER ARE HEREBY EXPRESSLY OBJECTED TO AND REJECTED BY BUYER. Seller must advise acceptance of this order within 5 business days of receipt. Any objection by Seller is only valid upon submitting explicit reasons 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% Buyer in writing within 5 business days after receipt of the principal amount of such Notesorder. As soon as practicable following If Seller cannot make delivery at 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 time stipulated in the form order, Seller must advise Buyer in writing as to the earliest possible date on which delivery can be made for Buyer’s approval. Without Buyer’s prior written consent, Seller is not allowed to integrate OSS (Open Source Software) into the delivered goods. In the context of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If this provision OSS means any software that is provided royalty-free by the Company should fail respective licensor to execute and return any user on the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt basis of a Confirmation license or another agreement with the right to modify and to use the software. The integration of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time OSS into the delivered goods without ▇▇▇▇▇’s prior to its receipt thereof cancel written consent shall be deemed as a fundamental breach of the closing with respect to such Accepted Notes by so notifying the Company in writingcontract.

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

Acceptance. Within 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 NOTEAccepted Note”) as to which such acceptance (herein called an a “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 the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2B(5), 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 AffiliateAffiliate or Affiliates, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate or Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within Promptly after delivery to Customer by Vendor of any Deliverable, Customer shall have up to thirty (30) days or such other period as agreed in the SOW (the “Acceptance Testing Period”) to review, test, and evaluate such Deliverable to determine whether the Deliverable meets, to Customer’s reasonable satisfaction, the Acceptance WindowCriteria, and if no Acceptance Criteria is listed, the Company specifications or other requirements as agreed to in writing for such Deliverable. Acceptance will be implied: (i) if Vendor gives Customer notice after the Acceptance Testing Period requesting Customer provide formal notice of Acceptance and Customer fails to respond within ten (10) business days; or (ii) if Customer puts the Deliverable into full production for five (5) Business Days. Acceptance will not be implied from any other event. If, within the Acceptance Testing Period, Customer does not accept the Deliverable by providing Vendor with notice of such non-acceptance in writing within such Acceptance Testing Period, and Acceptance is not implied, the Deliverable shall be deemed rejected by Customer. Customer may provide Vendor with a description of the inadequacies, defects, deficiencies, or other problems in any rejected Deliverable, and in such event, Vendor shall have fifteen (15) days following receipt of such list or description to correct such problems and to deliver a corrected Deliverable to Customer for Customer’s review and acceptance as set forth above. In the event Customer does not accept such corrected Deliverable after two resubmissions , Customer may, subject in its sole discretion and in addition to any other remedies available to it under this Agreement or otherwise, whether at law, in equity, or otherwise: (a) retain such Deliverable (including any applicable documentation) and pay to Vendor the terms related outstanding fees; (b) grant Vendor an additional period of paragraph 2F, elect time in which to accept correct problems in such interest rate quotes as Deliverable; or (c) deem Vendor’s failure to not less than $5,000,000 aggregate principal amount provide Customer with an acceptable Deliverable to be a material breach of this Agreement and/or the Private Shelf Notes specified applicable SOW. The “Acceptance Criteria” will be set forth in the applicable Request for PurchaseSOW. 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 PORTIONS OF THIS EXHIBIT C attached hereto (herein called a “CONFIRMATION WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY 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.THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS

Acceptance. Within (a) Acceptance testing of the Services will be commenced by United promptly following notification by ITN that the Service has been installed and is ready for United's acceptance testing ("Acceptance Test"). The Service will be tested in accordance with the Acceptance WindowTest criteria and procedures described in Exhibit C hereto. United will notify ITN of the results of the Acceptance Test, within 5 days after completion and will describe any - nonconformance to the Acceptance Test criteria. Acceptance of the Services by United shall occur when the Services are in accordance with Exhibit A and all of the Acceptance Test criteria [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. or as provided above ("Acceptance"). ITN will use reasonable commercial efforts to promptly correct or remedy all such nonconformances, incorporate the corrections into the Service, and resender the Service for further testing. If United fails to provide ITN with notice of nonconformance within 5 days of - tender or any subsequent resender, the Company mayService shall be deemed Accepted and the last day shall be deemed the "Date of Acceptance." (b) If the Date of Acceptance has not occurred by December 31, subject to 1997 (the terms "Final Acceptance Date"), United will, within five (5) days thereafter, notify ITN in writing of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount its election of either of the Private Shelf Notes specified following: (i) That United instructs ITN to correct any deficiencies in the applicable Request Services and tender such Services for Purchaseacceptance testing. Such Unless United advises ITN of its election shall be made by an Authorized Officer of to terminate this Agreement in accordance with the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereofof Section 13(b)(ii) below, ITN will thereafter continue to correct deficiencies and retender the Company agrees Services for testing as often as necessary to sell achieve Acceptance. (ii) That United terminates this Agreement in its entirety, without any cost or further obligation on United's part. In the event of United's termination under this Section 13(b)(ii), ITN shall promptly refund any payments previously made by United under this Agreement. (c) Notwithstanding the above, if ITN notifies United that the deficiencies cannot be corrected, then this Agreement shall automatically terminate pursuant to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”this Section 13(c). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

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

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

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

Acceptance. Within Once you complete the Acceptance Windowapplication to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to request additional information from you. If we do not notify you that you are accepted to participate in the Affiliate Program within 15 business days from your application, your application is considered to be rejected. If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the Company mayterms and conditions of this Agreement shall apply in full force and effect, subject until terminated, pursuant to the terms set forth below. Further, you will need to complete any enrollment criteria within 15 business days of paragraph 2F, elect your acceptance. Failure to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified complete any enrollment criteria within 15 business days will result in the applicable Request for Purchaseimmediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program. Such election You shall be made by an Authorized Officer of comply with the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereofof this Agreement at all times and shall uphold Company`s reputation and high standards at all times. Affiliate Leads You are entitled to receive commissions from the Affiliate Leads that have successfully paid Subscription fee. If the Affiliate Lead does not pay the Subscription fee within the 30 calendar days from the first entrance to the Website upon your link, you will not be eligible for a Commission payment, even if the Company agrees Affiliate Lead decides to sell pay Subscription fee after the time period has expired. We may elect to Prudential engage with the prospect Affiliate Lead directly, regardless of whether or a Prudential Affiliatenot the Affiliate Lead is valid. If an Affiliate Lead is not valid, we may choose to maintain it in our database and Prudential agrees we may choose to purchase, or engage with such Affiliate Lead in future. Any engagement between us and an Affiliate Lead will be at our own discretion. Commission and Payment Accrued amount of Commission shall be specified in Affiliate`s Account. We will pay the Commission amount due to cause you within 45 calendar days after the purchase by a Prudential Affiliate of, end of each fiscal quarter for any Commission amounts that you become eligible for according to the Accepted Notes at 100% section above. Before the actual payment of the principal amount Commission, you shall sign and send a copy to Us of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation act of such Acceptance substantially acceptance in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”)Annex A to this Agreement. The act of acceptance is formed by electronic means available in your Account. By signing this act of acceptance you confirm that all information contained therein is correct and amount of your Commission is final. You are responsible for payment of all taxes applicable to the Commissions. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. We reserve the right to alter or change the Commission amount and/or grounds for accrual of Commission to the Affiliate. We will post all information regarding the Commission amount and grounds for accrual of Commission to the Affiliate on the Affiliate Program Page, including by updating Marketing Plan. Training and Support We may make available to you various webinars and other resources made available as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election Affiliate Program benefits or offerings at any time prior without notice. Trademarks You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program. During the term of this Agreement, in the event that we make our trademark available to you, you may use our trademark as long as you follow the usage requirements in this section. You must only use the images of our trademark that we make available to you, without altering then in any way; only use our trademarks in connection with the Affiliate Program and this Agreement; and immediately comply if we request that you discontinue its receipt thereof cancel the closing use. You must not use our trademark in a misleading or disparaging way; use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or use our trademark in violation of applicable law or in connection with respect an obscene, indecent, or unlawful topic or material. Proprietary Rights No license to such Accepted Notes any software is granted by so notifying the Company this Agreement. Our products are protected by intellectual property laws. Our products and services belong to and are property of us or our licensors (if any). We retain all ownership rights in writingall our products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on our content, trademarks, or products in whole or in part, by any means, except as expressly authorized in writing by us.

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

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

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

Acceptance. Within 30 minutes (or 15 minutes, in the case of Notes denominated in Canadian Dollars) after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(4) or such shorter period as Prudential may specify to the Company (such period herein called the "Acceptance Window"), the Company may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for PurchasePurchase (or the Canadian Dollar Equivalent, as the case may be). Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”"Accepted Note") as to which such acceptance (herein called an “ACCEPTANCE”"Acceptance") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” "Acceptance Day" for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a 4 - Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”"Confirmation of Acceptance"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.,

Acceptance. Within the Acceptance WindowWindow for each Quotation, 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 may by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M.telecopier, New York City local time) that subject to Section 2.2(f), elect to accept on behalf of the Company elects such Quotation as to accept such interest rate quotes, specifying the Private aggregate principal amount of the Shelf Notes specified in the related Request for 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 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2E or such shorter period as Prudential may specify to the Acceptance WindowCompany (such period being the "ACCEPTANCE WINDOW"), the Company may, subject to the terms of paragraph 2F2G, elect to accept such interest rate quotes as to any portion not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “"ACCEPTED NOTE”") as to which such acceptance (herein called an “"ACCEPTANCE”") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “"ACCEPTANCE DAY” " for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2G and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “"CONFIRMATION OF ACCEPTANCE”"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three two Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within This Subscription Agreement is accepted by Zeus Electric Chassis Inc on As to: the Acceptance Windowprincipal amount in SAFE set forth in Item 2.a.; or SAFE. By:. . . . . . . . . . . . . . . Name: ▇▇▇▇▇ ▇▇▇▇▇ Its: CEO IN WITNESS WHEREOF, the undersigned hereby executes this counterpart signature page to the Operating Agreement of Zeus Electric Chassis Inc, as the same may be amended from time to time, and hereby authorizes Zeus Electric Chassis Inc to attach this counterpart signature page to the Operating Agreement as executed by the other parties thereto. Signature Signature of Second Individual, if applicable Name (Typed or Printed) Name (Typed or Printed) THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURI- TIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANS- FERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. This SAFE is one of a series of Simple Agreements for Future Equity (collectively, the “Series 1 SAFEs”) issued by the Company mayto investors with identical terms and on the same form as set forth herein (except that the holder, subject purchase price and date of issuance may differ in each Series 1 SAFE and the terms of the Series 1 SAFEs may otherwise vary as provided in the Term Sheet). The Series 1 SAFEs are issued pursuant 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 that certain Confidential Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer Placement Term Sheet of the Company notifying Prudential by telephone or telecopier within the Acceptance Window dated November 13, 2020 (but not earlier than 9:30 A.M. or later than 2:00 P.M.together with all exhibits, New York City local time) that the Company elects to accept such interest rate quotesamendments and/or supplements thereto, 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 ACCEPTANCETerm Sheet”). 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. Subject to the provisions of this Section 4.5, Suneva will be entitled to reject any portion of any shipment of Bulk CCM that, at the time of delivery, is Non-Conforming CCM (“Rejected CCM”). (a) Within fifteen (15) days after its receipt of any shipment of Bulk CCM and related documentation, Suneva will, at its option and expense, inspect (or have inspected) such shipment for any Non-Conforming CCM that is readily apparent from a reasonable visual inspection. Suneva will promptly notify Histogen in writing if Suneva has discovered that the Acceptance Windowshipment includes Non-Conforming CCM. Following such period, unless Suneva has notified Histogen as provided in this Section 4.5 that the shipment includes Non-Conforming CCM, the Company mayBulk CCM in such shipment will be deemed accepted (but without limiting Suneva’s right to subsequently make claims under Section 7.2 with respect to Non-Conforming CCM). (b) Histogen will notify Suneva as promptly as reasonably possible, subject but in any event within ten (10) business days after receipt of Suneva’s notification of rejection under Section 5.1 or of a claim under Section 7.2 with respect to Non-Conforming CCM, whether it accepts or disputes Suneva’s assertions that certain Bulk CCM is Non-Conforming CCM. (c) If Histogen accepts Suneva’s assertion that Bulk CCM is Non-Conforming CCM, or if the terms Bulk CCM is determined to be Non-Conforming CCM pursuant to Section 4.5(d) below, then Histogen will (i) at Suneva’s option, either (A) as soon as reasonably practical replace or rework such Rejected CCM at no additional charge to Suneva (beyond the original Manufacturing Fees for such Rejected CCM) or (B) refund Suneva the amounts actually paid by Suneva to Histogen for such Rejected CCM or cancel the unpaid charges for the Rejected CCM, (ii) in addition, bear the cost of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount destruction of the Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer Rejected CCM or return of the Company notifying Prudential Rejected CCM to Histogen (as requested by telephone Histogen). Suneva will not return Rejected CCM to Histogen until it has obtained a return material authorization number from Histogen to be displayed on the shipping container. (d) If Histogen disputes Suneva’s assertion that Bulk CCM is Non-Conforming CCM, then Histogen will have an opportunity to promptly inspect or telecopier within test such Bulk CCM batch. In the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that event of a conflict between the Company elects to accept such interest rate quotes, specifying test results of Histogen and 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 test results of an Acceptance Suneva 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 expireshipment of Bulk CCM, 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 sample of such Notes. As soon as practicable following Bulk CCM will be submitted by Histogen to an independent laboratory acceptable to both parties for testing against 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 Specifications under procedures employed in the form Specifications. In the absence of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If manifest error by the Company should fail to execute and return independent laboratory, both parties will be bound by the applicable Confirmation independent laboratory’s results of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance analysis with respect to any Accepted Notesdispute over Non-Conforming CCM. The fees and expenses of such independent laboratory testing will be borne entirely by the party against whom such laboratory’s finding is made. (e) Any destruction of Rejected CCM will be conducted in accordance with all Applicable Law, Prudential and the party conducting the destruction will indemnify the other party hereto (subject to the procedure set forth in Section 9.3) for any third party liability, costs and expenses, including attorney’s fees and court costs, arising from a third party claim filed against the other party relating to a failure to dispose of such Rejected CCM in accordance with Applicable Law. The party conducting the destruction shall provide at the reasonable request of the other party all manifests and other applicable evidence of proper destruction, as may at be required by Applicable Law. (f) Suneva’s acceptance of, or payment for, Bulk CCM will not constitute a waiver by Suneva of any of its election at rights under this Agreement, and will not release Histogen from any time prior to of its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingobligations under this Agreement.

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 In the event CTC does not object to the results of any of Williams' ▇▇▇▇▇ ▇esting or its own Fiber Testing within the time periods specified in Section 6.2, CTC shall be deemed to have accepted the CTC Fibers in the affected Major Segment. With respect to the initial testing of each Major Segment, CTC's notice accepting the CTC Fibers, or its deemed acceptance under this Section 6.4, for the last portion of such Major Segment shall constitute CTC's "Acceptance" of the CTC Fibers in such Major Segment (which definition shall include derivations of the word as used herein). The date of CTC's notice Accepting the Major Segment of the CTC Fibers or the date of deemed Acceptance under this Section 6.4 shall be the "Acceptance Date" of the CTC Fibers for such Major Segment. Notwithstanding the foregoing, CTC's Acceptance and the Acceptance Window, the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount Date of the Private Shelf Notes specified Deferred Major Segments listed in Section B-1 (the applicable Request "Deferred Major Segments") may be deferred by CTC until June 30, 2001. CTC's rights under this Article VI to object to Williams' ▇▇▇▇ ▇▇sults and to object to its own test results for Purchase. Such election shall be made by an Authorized Officer any of the Company notifying Prudential by telephone Deferred Major Segments shall not be extended or telecopier deferred but rather must be exercised 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 time periods set forth above upon delivery of the Company elects initial test results by Williams. ▇▇▇ ▇▇all have the right to accept such interest rate quotes, specifying conduct its own Fiber Testing of 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 CTC Fibers 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 Deferred Major Segments at any time prior to its receipt Acceptance, which testing shall be in accordance with the provisions of Section 6.2 except for the first and last sentences thereof cancel and excluding the closing references to time periods. In the event any Fiber Testing conducted by CTC after the period for objection under Section 6.2 has expired show the CTC Fibers not to be operating within the parameters of the Fiber Specifications, CTC shall notify Williams ▇▇ ▇▇▇▇ fact and any required corrective action will be considered Non-Routine Maintenance subject to all applicable provisions of this Agreement. Acceptance of the Deferred Major Segments shall be deemed to have occurred with respect to each such Accepted Notes by so notifying Deferred Major Segment upon the Company in writingearlier of (i) CTC's notice to Williams ▇▇▇▇▇▇▇▇g the same, which, at the option of CTC, may be given at any time between receipt of Williams' ▇▇▇▇▇▇▇ test results for any Deferred Major Segment and June 30, 2001, or (ii) June 30, 2001.

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 “ACCEPTANCE”) relates"Acceptance"). 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 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 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 2E 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 2F2G, 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”") 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 thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

Acceptance. Within 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 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 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 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 On or before the Acceptance WindowOffer Expiration Date set forth on Exhibit A, the Company mayCorrespondent shall, subject in its sole discretion, accept or reject such offer, and shall inform E-LOAN of its decision. If Correspondent accepts an Offer, Correspondent shall electronically transmit 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 E-LOAN a Confirmation with respect to each prospective Loan to be purchased. The Confirmation shall include the information set forth on Exhibit C, and shall include a clear description of the conditions that must be met in order for Correspondent to purchase the Loan. Transmission of a Confirmation shall constitute acceptance of E-LOAN's Offer, and, except as provided herein, Correspondent shall be obligated to purchase the prospective Loan, provided that all conditions set forth in the Confirmation are met and the Loan is funded by E-LOAN prior to expiration of the Confirmation. Notwithstanding the transmission of a Confirmation by Correspondent, Correspondent shall not be obligated to purchase any Accepted Notes loan if it has, within the past thirty (30) days, purchased a loan from any party or directly funded a loan on which the loan borrower is herein called ▇▇▇▇▇▇▇▇▇.▇▇ withdraw a confirmation, Correspondent shall notify E-LOAN, prior to E-Loan funding the “ACCEPTANCE DAY” for such Accepted Notesloan, in writing or in an electronic exchange mutually agreed upon by both parties that the Confirmation is no longer valid. Any interest rate quotes as to which Prudential If E-LOAN does not receive an Acceptance fund a prospective Loan and fulfill all conditions set forth in the Confirmation within thirty (30) days of E-LOAN's receipt of the Acceptance Window Confirmation, the Confirmation shall expire, and Correspondent shall have no obligation to purchase or the Loan. E-LOAN agrees that it will not offer for sale to any person other than Correspondent any Loan for which a Confirmation has been issued and is outstanding. Upon expiration of Private Shelf Notes hereunder a Confirmation, E-LOAN shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees free to sell or offer to Prudential sell the subject Loan to any other person, provided, however, that E-LOAN shall give Correspondent a right of first refusal on any loan retained or sold by E-LOAN that was approved utilizing Correspondent's Confirmation. In the absence of a Prudential AffiliateConfirmation issued by Correspondent with respect to a Loan, 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 Correspondent is not obligated 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 Loan offered for sale by so notifying the Company in writingE-LOAN.