Common use of Cancellation Fee Clause in Contracts

Cancellation Fee. If the Company at any time notifies any Investor Group Representative in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f) or the penultimate sentence of Section 3.2 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Note, and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price determined by the applicable Investor Group Representative of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group Representative) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by such publicly available source of such market data as is then customarily used by the applicable Investor Group Representative, and rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If If, on or after the Acceptance Day, the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f) 2.5 or the penultimate sentence of Section 3.2 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day Business Day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated equal to be the product of (1) the principal amount of such Accepted Note, Note and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by on the Bridge\Telerate Service, or if such information ceases to be available on the Bridge\Telerate Service, any publicly available source of such market data as is then customarily used selected by the applicable Investor Group RepresentativePrudential, and rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f2.2(e) or the penultimate sentence of Section 3.2 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2.2(g)(iii). The foregoing bid and ask prices shall be as reported by TradeWeb LLC (or, if such data for any reason ceases to be available through TradeWeb LLC, any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If (1) the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative (2) Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f2.2(e) or the penultimate sentence of Section 3.2 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if (3) the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day Business Day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess excess, if any, of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2.2(g)(i). The foregoing bid and ask prices shall be as reported by on TradeWeb LLC, or if such information ceases to be available on TradeWeb LLC, any publicly available source of such market data as is then customarily used selected by the applicable Investor Group RepresentativePrudential, and rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero. In the case of Section 2.2(g)(ii)(3) only, the Company shall not be required to pay the Cancellation Fee with respect to a cancellation of the closing of the purchase and sale of an Accepted Note if all conditions to Closing set forth in Section 4 hereof have been satisfied for such cancelled closing with respect to such Accepted Note (other than (x) Section 4.4(d) unless the Company or any Subsidiary Guarantor shall have failed to comply with any reasonable requests of the Purchasers or their special counsel to provide information necessary for the Purchasers’ special counsel to deliver the opinion required by such clause (d), (y) Section 4.5 unless the Company shall have failed to comply with the request of any Purchaser pursuant to the last sentence of such Section and (z) Section 4.6 if the Company’s failure to sell an Accepted Note results from another Purchaser refusing to purchase or being unable to purchase an Accepted Note for any reason specified in Section 4.5 unless the Company shall have failed to comply with the request of any Purchaser pursuant to the last sentence of such Section 4.5).

Cancellation Fee. If If, on or after the Acceptance Day, the Company at any time notifies any Investor Group Representative MetLife and each Purchaser in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative MetLife or a Purchaser notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f) 2.5 or the penultimate sentence of Section 3.2 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day Business Day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated equal to be the product of (1i) the principal amount of such Accepted Note, Note and (2ii) the quotient (expressed in decimals) obtained by dividing (yx) the excess of the ask price (as determined by the applicable Investor Group Representative Lead Purchaser after consultation with the other Purchasers) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined determined, by the applicable Investor Group RepresentativeLead Purchaser after consultation with the other Purchasers,) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (zy) such bid price, with the foregoing bid and ask prices as reported by on the Bridge\Telerate Service, or if such information ceases to be available on the Bridge\Telerate Service, any publicly available source of such market data as is then customarily used selected, by the applicable Investor Group RepresentativeLead Purchaser after consultation with the other Purchasers, and rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(fparagraph 2B(5) or the penultimate sentence of Section 3.2 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser the Purchasers which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date Notes in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(8)(ii). The foregoing bid and ask prices shall be as reported by Telerate Systems, Inc. (or, if such data for any reason ceases to be available through Telerate Systems, Inc., any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, and data). Each price shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative New York Life in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative New York Life notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f2.2(f) or the penultimate sentence of Section 3.2 2.2(h) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after on the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (y1) the excess of the ask price (as determined by the applicable Investor Group Representative New York Life) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativeNew York Life) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (z2) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2.2(h)(1). The foregoing bid and ask prices shall be as reported by TradeWeb LLC (or, if such data for any reason ceases to be available through TradeWeb LLC, any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative PIM in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Shelf Note, or if an Investor Group Representative PIM notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(fparagraph 2B(5) or the penultimate sentence of Section 3.2 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Shelf Note is to be canceled, or if the closing of the purchase and sale of such Accepted Shelf Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date Purchasers in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative PIM) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePIM) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Shelf Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(8)(iii). The foregoing bid and ask prices shall be as reported by such publicly available source of such market data as is then customarily used by the applicable Investor Group Representative, PIM. Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative PGIM in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative PGIM notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f2B(5) or the penultimate sentence of Section 3.2 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date or as directed by PGIM in immediately available funds on the Cancellation Date an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative PGIM) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePGIM) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2B(8)(ii). The foregoing bid and ask prices shall be as reported by such publicly available source of such market data as is then customarily used by the applicable Investor Group RepresentativePGIM, and rounded to the second decimal place. If any closing of the purchase and sale of any Accepted Note is cancelled due to the conditions specified in Section 2B(8)(iv) below, then the terms of Section 2B(8)(iv) below shall apply. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(fparagraph 2B(5) or the penultimate sentence of Section 3.2 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(8)(iii). The foregoing bid and ask prices shall be as reported by TradeWeb LLC (or, if such data for any reason ceases to be available through TradeWeb LLC, any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, data). Each price shall be based on a U.S. Treasury security having a part value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative MetLife in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative MetLife notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(fparagraph 2B(6) or the penultimate sentence of Section 3.2 paragraph 2B(8) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay on the Cancellation Date to each Purchaser which shall have agreed to purchase any such Accepted Note no later than one day after the Cancellation Date that is a Fixed Rate Note in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative MetLife) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativeMetLife) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(9)(iii). The foregoing bid and ask prices shall be as reported by Telerate Systems, Inc. (or, if such data for any reason ceases to be available through Telerate Systems, Inc., any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, and data). Each price shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero. In the case of any such Accepted Note that is a Floating Rate Note, the Company will pay on the Cancellation Date to each Purchaser which shall have agreed to purchase such Accepted Note in immediately available funds the Breakage Amount, if any, with respect to such Accepted Note.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(fparagraph 2B(5) or the penultimate sentence of Section 3.2 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(8)(iii). The foregoing bid and ask prices shall be as reported by TradeWeb LLC (or, if such data for any reason ceases to be available through TradeWeb LLC, any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, and data). Each price shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative New York Life in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative New York Life notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(fparagraph 2B(6) or the penultimate sentence of Section 3.2 paragraph 2B(8) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date Purchasers in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative New York Life) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativeNew York Life) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(9)(iii). The foregoing bid and ask prices shall be as reported by Telerate Systems, Inc. (or, if such data for any reason ceases to be available through Telerate Systems, Inc., any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, and data). Each price shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(fparagraph 2A(5) or the penultimate sentence of Section 3.2 paragraph 2A(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay on the Cancellation Date to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2A(8)(iii). The foregoing bid and ask prices shall be as reported by TradeWeb LLC (or, if such data for any reason ceases to be available through TradeWeb LLC, any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative MetLife in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative MetLife notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f) or the penultimate sentence of Section 3.2 3(b) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period for any reason other than the failure of one or more Purchasers to deliver payment for the Notes as provided in Section 3 (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “"Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes"), the Company will shall pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds on the Cancellation Date an amount (the “"Cancellation Fee”") calculated equal to be the product of (1A) the principal amount of such Accepted Note, Note and (2B) the quotient (expressed in decimals) obtained by dividing (yI) the excess of the ask price (as determined by the applicable Investor Group Representative MetLife in good faith) of the Hedge Treasury Note(s) in respect of such Accepted Note on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativeMetLife in good faith) of the such Hedge Treasury Note(s) on the (Acceptance Day for such Accepted Note by (zII) such bid price, with the foregoing bid and ask prices as reported by TradeWeb LLC (or if such data for any reason ceases to be available through TradeWeb LLC any publicly available source of such market data as is then customarily used selected by the applicable Investor Group Representative, MetLife in good faith) and rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(fparagraph 2B(5) or the penultimate sentence of Section 3.2 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after on the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(8)(iii). The foregoing bid and ask prices shall be as reported by TradeWeb LLC (or, if such data for any reason ceases to be available through TradeWeb LLC, any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, financial institutions). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company Issuer at any time notifies any Investor Group Representative Prudential in writing that the Company Issuer is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company Issuer in writing under the circumstances set forth in the last sentence of Section 2.1(f2.2(e) or the penultimate sentence of Section 3.2 3.2(ii) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company Issuer will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after on the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2.2(g)(ii). The foregoing bid and ask prices shall be as reported by TradeWeb LLC (or, if such data for any reason ceases to be available through TradeWeb LLC, any publicly available source of such similar market data as is then customarily used reasonably selected by the applicable Investor Group Representative, Prudential). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(fparagraph 2B(5) or the penultimate sentence of Section 3.2 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall the Purchasers who have agreed to purchase such Accepted Note no later than one day after the Cancellation Date Notes in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(8)(ii). The foregoing bid and ask prices shall be as reported by Telerate Systems, Inc. (or, if such data for any reason ceases to be available through Telerate Systems, Inc., any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, and data). Each price shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero. 2B(8)(iv). Reserved.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Xxxxxxx in writing that the Company is canceling the closing of the purchase and sale of Closing for any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Xxxxxxx notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f2.9(b) or the penultimate sentence of Section 3.2 that the closing of the purchase and sale Closing of such Accepted Note is to be canceled, or if the closing of the purchase and sale of Closing for such Accepted Note is not consummated on or prior to the thirtieth (30th) day after the last day of the Issuance Period Closing Period, for any reason other than a breach by Xxxxxxx (the date of any such notification, or the last day of the Issuance Periodsuch thirtieth (30th) day, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each the intended Purchaser which shall have agreed to purchase of such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI * PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Xxxxxxx) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativeXxxxxxx) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day Date for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2.10(a). The foregoing bid and ask prices shall be as reported by such the publicly available source of such market data as is then customarily used by the applicable Investor Group Representative, and Xxxxxxx. Each price shall he rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f2(e) or the penultimate sentence of Section 3.2 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after on the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2(g)(iii). The foregoing bid and ask prices shall be as reported by TradeWeb LLC (or, if such data for any reason ceases to be available through TradeWeb LLC, any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f2.2(f) or the penultimate sentence of Section 3.2 2.2(h) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after on the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (y1) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (z2) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2.2(h)(1). The foregoing bid and ask prices shall be as reported by TradeWeb LLC (or, if such data for any reason ceases to be available through TradeWeb LLC, any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(fparagraph 2B(5) or the penultimate sentence of Section 3.2 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(8)(ii). The foregoing bid and ask prices shall be as reported by TradeWeb LLC (or, if such data for any reason ceases to be available through TradeWeb LLC, any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, data). Each price shall be based on a U.S. Treasury security having a part value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f) or the penultimate sentence of Section 3.2 3(b) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will shall pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds on the Cancellation Date an amount (the “Cancellation Fee”) calculated equal to be the product of (1A) the principal amount of such Accepted Note, Note and (2B) the quotient (expressed in decimals) obtained by dividing (yI) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) in respect of such Accepted Note on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the such Hedge Treasury Note(s) on the (Acceptance Day for such Accepted Note by (zII) such bid price, with the foregoing bid and ask prices as reported by TradeWeb LLC (or if such data for any reason ceases to be available through TradeWeb LLC any publicly available source of such market data as is then customarily used selected by the applicable Investor Group Representative, Prudential) and rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Shelf Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(fparagraph 2B(5) or the penultimate sentence of Section 3.2 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Shelf Note is to be canceled, or if the closing of the purchase and sale of such Accepted Shelf Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date Purchasers in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI × PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Shelf Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(8)(iii). The foregoing bid and ask prices shall be as reported by Bridge/Telerate (or, if such data for any reason ceases to be available through Bridge/Telerate, any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f2.2(e) or the penultimate sentence of Section 3.2 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated equal to be the product of (1) the principal amount of such Accepted Note, Note and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by on the Bridge\Telerate Service, or if such information ceases to be available on the Bridge\Telerate Service, any publicly available source of such market data as is then customarily used selected by the applicable Investor Group RepresentativePrudential, and rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling cancelling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(fparagraph 2B(7) or the penultimate sentence of Section 3.2 that the closing of the purchase and sale of such any Accepted Note is to be canceledcancelled, or if the closing of the purchase and sale of such any Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “"Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes"), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after Prudential (for the Cancellation Date benefit of the Purchasers) in immediately available funds an amount (the “"Cancellation Fee”") calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where "PI" means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and "PA" has the meaning ascribed to it in paragraph 2B(8)(ii). The foregoing bid and ask prices shall be as reported by Telerate Systems, Inc. (or, if such data for any reason ceases to be available through Telerate Systems, Inc., any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(fparagraph 2A(5) or the penultimate sentence of Section 3.2 paragraph 2A(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2A(8)(iii). The foregoing bid and ask prices shall be as reported by TradeWeb LLC (or, if such data for any reason ceases to be available through TradeWeb LLC, any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, data). Each price shall be based on a U.S. Treasury security having a part value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f2.2(e) or the penultimate sentence of Section 3.2 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated equal to be the product of (1) the principal amount of such Accepted Note, Note and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLC, or if such information ceases to be available through Tradeweb LLC, any publicly available source of such market data as is then customarily used selected by the applicable Investor Group RepresentativePrudential, and rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.A/75932249.10

Cancellation Fee. If the Company at any time notifies the Purchaser obligated to purchase any Investor Group Representative Accepted Note in writing that the Company is canceling the closing of the purchase and sale of any such Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative the Purchaser obligated to purchase any Accepted Note notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f) or the penultimate sentence of Section 3.2 paragraph 2H that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes"CANCELLATION DATE"), the Company will will, upon demand by such Purchaser pay to each such Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”"CANCELLATION FEE") calculated equal to be the product of price increase described in the next sentence (1the "PRICE MOVEMENT") divided by 100 and multiplied by the principal amount of such Accepted Note, and (2) the quotient . The Price Movement (expressed in decimals) obtained shall be calculated by dividing subtracting (ya) the excess of the ask price determined by the applicable Investor Group Representative of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by at the applicable Investor Group Representative) time of the Hedge Treasury Note(s) Acceptance on the - Acceptance Day for such Accepted Note of U.S. Treasury securities having a maturity equal to or closest to the average life of such Accepted Note (as determined by (zPrudential) such bid price, with the foregoing bid and ask prices as reported by on the display designated as "Page 678" on the Telerate Service (or such publicly available source other display as may replace Page 678 on the Telerate Service), from (b) the ask price at 10:00 A.M. (New York City local - time) on the Cancellation Date of such market data U.S. Treasury securities (as is then customarily used determined by Prudential in (a) above) as reported on the applicable Investor Group Representative, display designated as "Page 678" on the Telerate Service (or such other display as may replace Page 678 on the Telerate Service). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative NYLIM in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative NYLIM notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f) paragraph 2F or the penultimate sentence of Section 3.2 paragraph 2H that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative page/screen of Bloomberg’s market data (“Bloomberg”)) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativeBloomberg) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2I(2). The foregoing bid and ask prices shall be as reported by Bloomberg (or, if such data for any reason ceases to be available through Bloomberg, any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, data). Each price shall be based on a U.S. Treasury security having a par value of $100,000,000 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f2.2(e) or the penultimate sentence of Section 3.2 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated equal to be the product of (1A) the principal amount of such Accepted Note, Note and (2B) the quotient (expressed in decimals) obtained by dividing (y1) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z2) such bid price, with the foregoing bid and ask prices as reported by on the Bridge\Telerate Service, or if such information ceases to be available on the Bridge\Telerate Service, any publicly available source of such market data as is then customarily used selected by the applicable Investor Group RepresentativePrudential, and rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f2.2(e) or the penultimate sentence of Section 3.2 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period or such later date as agreed pursuant to Section 2.2(c) (the date of any such notification, or the last day of the Issuance PeriodPeriod or such later date, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will shall pay to each Purchaser which shall have agreed to purchase such Accepted Note in immediately available funds no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated equal to be the product of (1A) the principal amount of such Accepted Note, Note and (2B) the quotient (expressed in decimals) obtained by dividing (y1) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z2) such bid price, with the foregoing bid and ask prices as reported by TradeWeb LLC, or if such information ceases to be available from TradeWeb LLC, any publicly available source of such market data as is then customarily used selected by the applicable Investor Group RepresentativePrudential, and rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f2.2(e) or the penultimate sentence of Section 3.2 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated equal to be the product of (1) the principal amount of such Accepted Note, Note and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLC, or if such information ceases to be available through Tradeweb LLC, any publicly available source of such market data as is then customarily used selected by the applicable Investor Group RepresentativePrudential, and rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(fparagraph 2B(5) or the penultimate sentence of Section 3.2 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after on the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(8)(iii). The foregoing bid and ask prices shall be as reported by TradeWeb LLC (or, if such data for any reason ceases to be available through TradeWeb LLC, any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f) or the penultimate sentence of Section 3.2 2.1(h) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after on the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential in good faith) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential in good faith) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2.1(i)(i). The foregoing bid and ask prices shall be as reported by TradeWeb LLC (or, if such data for any reason ceases to be available through TradeWeb LLC, any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative MetLife in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative MetLife notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f) or the penultimate sentence of Section 3.2 3(b) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period for any reason other than the failure of one or more Purchasers to deliver payment for the Notes as provided in Section 3 (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will shall pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds on the Cancellation Date an amount (the “Cancellation Fee”) calculated equal to be the product of (1A) the principal amount of such Accepted Note, Note and (2B) the quotient (expressed in decimals) obtained by dividing (yI) the excess of the ask price (as determined by the applicable Investor Group Representative MetLife in good faith) of the Hedge Treasury Note(s) in respect of such Accepted Note on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativeMetLife in good faith) of the such Hedge Treasury Note(s) on the (Acceptance Day for such Accepted Note by (zII) such bid price, with the foregoing bid and ask prices as reported by TradeWeb LLC (or if such data for any reason ceases to be available through TradeWeb LLC any publicly available source of such market data as is then customarily used selected by the applicable Investor Group Representative, MetLife in good faith) and rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company Issuer at any time notifies any Investor Group Representative Prudential in writing that the Company Issuer is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company Issuer in writing under the circumstances set forth in the last sentence of Section 2.1(fparagraph 2B(5) or the penultimate sentence of Section 3.2 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (other than the failure of a Purchaser to fund the purchase of an Accepted Note after all conditions to closing specified in paragraph 3 have been timely satisfied) (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “"Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes"), the Company Issuer will pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “"Cancellation Fee”") calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where "PI" means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and "PA" has the meaning ascribed to it in paragraph 2B(8)(iii). The foregoing bid and ask prices shall be as reported by TradeWeb LLC (or, if such data for any reason ceases to be available through TradeWeb LLC, any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, and data). Each price shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(fparagraph 2B(6) or the penultimate sentence of Section 3.2 paragraph 2B(8) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date Purchasers in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(9)(iii). The foregoing bid and ask prices shall be as reported by Telerate Systems, Inc. (or, if such data for any reason ceases to be available through Telerate Systems, Inc., any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, and data). Each price shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Noteto be sold by the Company, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f2.2(e) or the penultimate sentence of Section 3.2 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be equal to: the product of (1) the principal amount of such Accepted Note, Note and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by on the Bridge\Telerate Service, or if such information ceases to be available on the Bridge\Telerate Service, any publicly available source of such market data as is then customarily used selected by the applicable Investor Group RepresentativePrudential, and rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(fparagraph 2B(5) or the penultimate sentence of Section 3.2 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “"Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes"), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date Prudential in immediately available funds an amount (the “"Cancellation Fee”") calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where "PI" means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and "PA" has the meaning ascribed to it in paragraph 2A(8)(iii). The foregoing bid and ask prices shall be as reported by Telerate Systems, Inc. (or, if such data for any reason ceases to be available through Telerate Systems, Inc., any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative New York Life in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Accepted Note, or if an Investor Group Representative New York Life notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(fparagraph 2A(6) or the penultimate sentence of Section 3.2 paragraph 2A(8) that the closing of the purchase and sale of such any Fixed Rate Accepted Note is to be canceled, or if the closing of the purchase and sale of such any Fixed Rate Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being is the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date Purchasers in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (yi) the excess of the ask price (as determined by the applicable Investor Group Representative New York Life) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativeNew York Life) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such said Accepted Note by (zii) such that bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2A(9)(c). The foregoing bid and ask prices will be as reported by such any publicly available source of such market data as is then customarily used by the applicable Investor Group Representative, and data. Each price will be rounded to the second decimal place. In no case shall will the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(fparagraph 2B(5) or the penultimate sentence of Section 3.2 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date Purchasers in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where PI means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and PA has the meaning ascribed to it in paragraph 2B(8)(iii). The foregoing bid and ask prices shall be as reported by Telerate Systems, Inc. (or, if such data for any reason ceases to be available through Telerate Systems, Inc., any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f2.2(e) or the penultimate sentence of Section 3.2 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (or any agreed upon extension thereof) (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated equal to be the product of (1A) the principal amount of such Accepted Note, Note and (2B) the quotient (expressed in decimals) obtained by dividing (y1) the excess of the ask price (as reasonably determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) in respect of such Accepted Note on the Cancellation Date over the bid price (as reasonably determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(s) in respect of such Accepted Note on the Acceptance Day for such Accepted Note by (z2) such bid price, with the foregoing bid and ask prices as reported by on Tradeweb, or if such information ceases to be available on Tradeweb, any publicly available source of such market data as is then customarily used selected by the applicable Investor Group RepresentativePrudential, and rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f2.1(e) or the penultimate sentence of Section 3.2 2.1(g) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after on the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2.1(h)(ii). The foregoing bid and ask prices shall be as reported by TradeWeb LLC (or, if such data for any reason ceases to be available through TradeWeb LLC, any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(fparagraph 2B(6) or the penultimate sentence of Section 3.2 paragraph 2B(8) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date Purchasers in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(9)(ii). The foregoing bid and ask prices shall be as reported by Telerate Systems, Inc. (or, if such data for any reason ceases to be available through Telerate Systems, Inc., any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, and data). Each price shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f2.2(e) or the penultimate sentence of Section 3.2 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after on the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be the product of (1) the principal amount of such Accepted Noteas follows: PI X PA where “PI” means Price Increase, and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2.2(g)(3). The foregoing bid and ask prices shall be as reported by TradeWeb LLC (or, if such data for any reason ceases to be available through TradeWeb LLC, any publicly available source of such similar market data as is then customarily used by the applicable Investor Group Representative, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies any Investor Group Representative MetLife in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative MetLife notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f2(f) or the penultimate sentence of Section 3.2 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated to be as follows: PI X PA (A) in the product case of (1) the principal amount of such an Accepted NoteNote bearing a fixed interest rate, and (2) where “PI” means Price Increase, i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by the applicable Investor Group Representative MetLife) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by the applicable Investor Group Representative) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by such publicly available source of such market data as is then customarily used by the applicable Investor Group Representative, and rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.by

Cancellation Fee. If the Company at any time notifies any Investor Group Representative Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f) or the penultimate sentence of Section 3.2 3(b) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “"Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes"), the Company will shall pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds on the Cancellation Date an amount (the “"Cancellation Fee”") calculated equal to be the product of (1A) the principal amount of such Accepted Note, Note and (2B) the quotient (expressed in decimals) obtained by dividing (yI) the excess of the ask price (as determined by the applicable Investor Group Representative Prudential) of the Hedge Treasury Note(s) in respect of such Accepted Note on the Cancellation Date over the bid price (as determined by the applicable Investor Group RepresentativePrudential) of the such Hedge Treasury Note(s) on the (Acceptance Day for such Accepted Note by (zII) such bid price, with the foregoing bid and ask prices as reported by TradeWeb LLC (or if such data for any reason ceases to be available through TradeWeb LLC any publicly available source of such market data as is then customarily used selected by the applicable Investor Group Representative, Prudential) and rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies the Purchaser obligated to purchase any Investor Group Representative Accepted Note in writing that the Company is canceling the closing of the purchase and sale of any such Accepted Note that is a Fixed Rate Note, or if an Investor Group Representative the Purchaser obligated to purchase any Accepted Note notifies the Company in writing under the circumstances set forth in the last sentence of Section 2.1(f) or the penultimate sentence of Section 3.2 paragraph 2H that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being the “"Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes"), the Company will will, upon demand by such Purchaser pay to each such Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “"Cancellation Fee”") calculated equal to be the product of price increase described in the next sentence (1the "Price Movement") divided by 100 and multiplied by the principal amount of such Accepted Note, and (2) the quotient . The Price Movement (expressed in decimals) obtained shall be calculated by dividing subtracting (ya) the excess of the ask price determined by the applicable Investor Group Representative of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by at the applicable Investor Group Representative) time of the Hedge Treasury Note(s) Acceptance on the Acceptance Day for such Accepted Note of U.S. Treasury securities having a maturity equal to or closest to the average life of such Accepted Note (as determined by (zPrudential) such bid price, with the foregoing bid and ask prices as reported by on the Treasury Yield Monitor Page (or such publicly available source other display as may replace the Treasury Yield Monitor Page), from (b) the ask price at 10:00 A.M. (New York City local time) on the Cancellation Date of such market data U.S. Treasury securities (as is then customarily used determined by Prudential in (a) above) as reported on the applicable Investor Group Representative, Treasury Yield Monitor Page (or such other display as may replace the Treasury Yield Monitor Page). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the portion of a Cancellation Fee be less than zero.