Common use of Facility Closings Clause in Contracts

Facility Closings. Not later than 2:00 p.m. (New York City local time) on the Document Delivery Date for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a)), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Date, or any of the conditions specified in Section 3 shall not have been fulfilled by the time required on the applicable Document Delivery Date, the Company shall, prior to 2:30 p.m., New York City local time, on the applicable Document Delivery Date notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day and not more than ten (10) days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m., New York City local time, on such Document Delivery Date, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, Two Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Xxtention: Law Department, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”"RESCHEDULED CLOSING DAY")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. (New York City local time) on the Document Delivery Date for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a)), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Date, or any of the conditions specified in Section 3 shall not have been fulfilled by the time required on the applicable Document Delivery Date, the Company shall, prior to 2:30 p.m., New York City local time, on the applicable Document Delivery Date notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day and not more than ten (10) days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m., New York City local time, on such Document Delivery Date, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 1:30 p.m. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group the Xxxxxxx XxXxxxxxx LLP, Three Xxxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (as set forth in this Agreement or such alternative other address as is provided to the Company pursuant to Section 18(a)PIM may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the such Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 3 4 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 2:00 p.m., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential PIM (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential PIM (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 4 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii) ), or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established canceled and the Company will pay the Cancellation Fee as provided in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuanceSection 2B(8)(iv). In the event that the Company shall fail to give such notice referred to in the second immediately preceding sentence, Prudential PIM (on behalf of each Purchaser) may at its election, at any time after 2:30 2:00 p.m., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceledcanceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv). Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential PIM shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto thereto, and at the offices place specified in the applicable Purchaser Schedule for such Series of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Notes, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company Issuer will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group Group, Xxx Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 (as set forth in this Agreement or such alternative other address as is provided to the Company pursuant to Section 18(a)Prudential may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Shelf Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the such Closing Day, dated the such Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the CompanyIssuer’s account specified in the Request for Purchase of such Shelf Notes. If the Company Issuer fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2G, or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company Issuer shall, prior to 2:30 p.m., 1:00 P.M. New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company Issuer reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company Issuer will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2H(2) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established canceled and that the Issuer will pay the Cancellation Fee as provided in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuanceparagraph 2H(3). In the event that the Company Issuer shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company Issuer in writing that such closing is to be canceledcanceled and the Issuer is obligated to pay the Cancellation Fee as provided in paragraph 2H(3). Notwithstanding anything to the contrary appearing in this Agreement, the Company Issuer may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one (1) occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 1:30 p.m. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Shelf Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group Group, Four Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (as set forth in this Agreement or such alternative other address as is provided to the Company pursuant to Section 18(a)PIM may specify in writing), the Accepted Shelf Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Shelf Notes to be purchased on the such Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account account(s) specified in the Request for Purchase of such Shelf Notes. If the Company fails to timely tender to any Purchaser the Accepted Shelf Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Shelf Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 2:00 p.m., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential PIM (which notification shall be deemed received by each Purchaser) in writing by facsimile whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential PIM (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if applicable, in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established canceled and the Company will pay the Cancellation Fee as provided in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuanceparagraph 2B(8)(iv). In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential PIM (on behalf of each Purchaser) may at its election, at any time after 2:30 2:00 p.m., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing by facsimile that such closing is to be canceledcanceled and the Company is obligated to pay the Cancellation Fee as provided in paragraph 2B(8)(iv). Notwithstanding anything to the contrary appearing contained in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Shelf Notes on not more than one (1) occasion, unless Prudential PIM shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 1:30 p.m. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (as set forth in this Agreement or such alternative other address as is provided to the Company pursuant to Section 18(a)PIM may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the such Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 3 4 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 2:00 p.m., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential PIM (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential PIM (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 4 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii) ), or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established canceled and the Company will pay the Cancellation Fee as provided in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuanceSection 2B(8)(iv). In the event that the Company shall fail to give such notice referred to in the second immediately preceding sentence, Prudential PIM (on behalf of each Purchaser) may at its election, at any time after 2:30 2:00 p.m., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceledcanceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv). Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential PIM shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (Group, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Law Department, or at such other place as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Prudential may have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2A(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2A(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))King & Spalding LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2B(8)(ii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 1:30 p.m. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (as set forth in this Agreement or such alternative other address as is provided to the Company pursuant to Section 18(a)PIM may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the such Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account account(s) specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this Section 2B(7), or any of the conditions specified in Section 3 4 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 2:00 p.m., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential PIM (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential PIM (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 4 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if applicable, in accordance with Section 2B(8)(iii) 2B(8)(ii), or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established canceled and the Company will pay the Cancellation Fee as provided in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuanceSection 2B(8)(iii). In the event that the Company shall fail to give such notice referred to in the second immediately preceding sentence, Prudential PIM (on behalf of each Purchaser) may at its election, at any time after 2:30 2:00 p.m., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceledcanceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iii). Notwithstanding anything to the contrary appearing contained in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential PIM shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 1:30 p.m. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group Winston & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000-0000 (as set forth in this Agreement or such alternative other address as is provided to the Company pursuant to Section 18(a)AIG may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Daynot less than $1,000,000, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 3 4 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 2:00 p.m., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential AIG (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential AIG (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 4 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii) ), or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established canceled and the Company will pay the Cancellation Fee as provided in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuanceSection 2B(8)(iv). In the event that the Company shall fail to give such notice referred to in the second immediately preceding sentence, Prudential AIG (on behalf of each Purchaser) may at its election, at any time after 2:30 2:00 p.m., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceledcanceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv). Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential AIG shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each applicable Purchaser (including each Purchaser listed in the Confirmation of Acceptance for such Accepted Notes) relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))King & Spalding LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 10036, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7) (the “Scheduled Closing Day”), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch Scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such Scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2B(8)(ii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery DateScheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 1:30 P.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a)), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified by the Company in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)"RESCHEDULED CLOSING DAY") and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 a.m. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or Bingham McCutchen LLP, 339 Park Avenue, New York, New Yorx 00000-4000, xx such alternative address as is provided to the Company pursuant to Section 18(a))otxxx xxxxx xx XxxXxxx xxx xxxxxxx, the Accepted xxx Xxxxxxxx Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the such Closing Day, dated the such Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this Section 3(b), or any of the conditions specified in Section 3 4 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 1:00 p.m., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential MetLife (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to Prudential MetLife (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 4 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii2(c)(iv) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential MetLife (on behalf of each Purchaser) may at its election, at any time after 2:30 1:00 p.m., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential MetLife shall have otherwise consented thereto in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company applicable Issuer will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (NYLIM, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Office of the General Counsel, or at such other place as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))NYLIM may have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Companyapplicable Issuer’s account specified in the Request for Purchase of such Notes. If the Company applicable Issuer fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2H, or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company Company, shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential NYLIM (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential NYLIM (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it the applicable Issuer will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2I(2) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential NYLIM (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential NYLIM shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company Companies will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a)), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified by the Companies in the Request for Purchase of such Notes. If the Company fails Companies fail to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company Companies shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)"RESCHEDULED CLOSING DAY") and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company Companies reasonably believes believe that it they will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company Companies jointly and severally will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company Companies shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company Companies in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company Companies may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Closing Date for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (Group, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Law Department, or at such other place as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Prudential may have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing DayDate, dated the Closing Day Date and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Date for such Accepted Notes as provided above in this §1.3(g), or any of the conditions specified in Section 3 §4 shall not have been fulfilled by the time required on the applicable Document Delivery such scheduled Closing Date, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery such scheduled Closing Date notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day Date (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 §4 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii§1.3(h)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery scheduled Closing Date, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (NYLIM, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Office of the General Counsel, or at such other place as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))NYLIM may have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2H, or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential NYLIM (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential NYLIM (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2I(2) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential NYLIM (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential NYLIM shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to Group, 1114 Avenue of the Company pursuant to Section 18(a))Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”"RESCHEDULED CLOSING DAY")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established canceled as provided in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuanceparagraph 2B(8)(iv). In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceledcanceled as provided in paragraph 2B(8)(iv). Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing. 2B(8). FEES.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Xxxxxx LLP, Suite 6600, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, Attention: Xxxx X. Xxxxxxx, or at such other place as Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))may have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this Section 2.1(h), or any of the conditions specified in Section 3 4 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 4 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii2.1(i)(i) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to Xxxxxx Xxxxxx LLP, 1185 Avenue of the Company pursuant to Section 18(a))Americas, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2A(8), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential New York Life (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential New York Life (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2A(9)(ii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential New York Life (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential New York Life shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (Group, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Law Department, or at such other place as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Prudential may have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Shelf Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Shelf Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2A(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2A(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company Co-Issuers will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group Group, 1114 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (as set forth in this Agreement or such alternative other address as is provided to the Company pursuant to Section 18(a)Prudential may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Shelf Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the such Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s Co-Issuers’ account specified in the Request for Purchase of such Shelf Notes. If the Company fails Co-Issuers fail to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2G, or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company Co-Issuers shall, prior to 2:30 p.m., 1:00 P.M. New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company Co-Issuers reasonably believes believe that it they will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company Co-Issuers will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2H(2) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established canceled and that the Co-Issuers will pay the Cancellation Fee as provided in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuanceparagraph 2H(3). In the event that the Company Co-Issuers shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Date, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.4

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company Partnerships will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, the Four Gateway Center, 100 Xxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000, xxe Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails Partnerships fail to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(8), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company Partnerships shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)"RESCHEDULED CLOSING DAY") and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company Partnerships reasonably believes believe that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company Partnerships will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2B(9)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company Partnerships shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company Partnerships in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company Partnerships may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))King & Spalding LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(8), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2B(9)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Xxxxxx Xxxxxx LLP, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(8), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential New York Life (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential New York Life (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2B(9)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential New York Life (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential New York Life shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to Group, 1114 Avenue of the Company pursuant to Section 18(a))Amerxxxx, the 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxe Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2A(8), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)"RESCHEDULED CLOSING DAY") and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2A(9)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m., New York City local time, on such Document Delivery Date, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))King & Spalding LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2B(8)(ii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Closing Date for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, the Accepted Notes to be purchased by such 180 North Stetson Street, Suite 5600, Chicago, Illinois 60601, Attenxxxx: Xxx Xxxxxxxxxx, xxx Xxxxxxxx Xxxxx xx xx xxxxxxxxx xx xuch Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of the Accepted Notes to be purchased on the Closing DayDate, dated the Closing Day Date and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Date for such Accepted Notes as provided above in this Section 2.2(7), or any of the conditions specified in Section 3 4 shall not have been fulfilled by the time required on the applicable Document Delivery such scheduled Closing Date, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery such scheduled Closing Date notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day Date (the “Rescheduled Closing Day”"RESCHEDULED CLOSING DATE")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 4 on the Document Delivery Date applicable to such Rescheduled Closing Day Date and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii2.2(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery scheduled Closing Date, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, Two Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Law Department, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, Xxx Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Law Department, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”"RESCHEDULED CLOSING DAY")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, Two Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Xxtention: Law Department, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2G, or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”"RESCHEDULED CLOSING DAY")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2H(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to which the Company pursuant to Section 18(a))Purchasers specify, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”"RESCHEDULED CLOSING DAY")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 2:30 P.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, San Francisco, California, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee)'s name, against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account or accounts specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this Section 2B(7), or any of the conditions specified in Section 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.3:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such the Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m., New York City local time, on such Document Delivery Date, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.,

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))King & Spalding LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this Section 2.2.8., or any of the conditions specified in Section 3 4 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 4 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii2.2.9(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company Issuers will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))King & Spalding LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s Issuers’ account specified in the Request for Purchase of such Notes. If the Company fails Issuers fail to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2A(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company Issuers shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company Issuers reasonably believes believe that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company Issuers will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2A(8)(ii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company Issuers shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company Issuers in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company Issuers may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, Gateway Center One, 11th Floor, Newark, New Jersey the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”)") and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if applicable, in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))King & Spalding LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(8), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2B(9)(ii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City Chicago local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, Xxx Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Law Department, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City Chicago local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City Chicago local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 1:00 p.m. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company Obligors will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, the Accepted Notes to be purchased by such Purchaser in the form of 180 North Stetson Street, Two Prudential Plaza, Suite 5600, Chicago, XX 00000, xxx Xxxxxxxx Xxxxx xx xx xxxxxxxxx xx xxxx Xxxxxxxxx xx xxx xxxx xf one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee)'s name, against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account of an Obligor specified in the Request for Purchase of such Notes. If the Company fails Obligors fail to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this Section 2B(7), or any of the conditions specified in Section 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company Obligors shall, prior to 2:30 1:30 p.m., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not no more than ten (10) days 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company Obligors reasonably believes believe that it they will be able to comply with the conditions set forth in Section 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company Obligors will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company Obligors shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 1:30 p.m., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company Obligors in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company Obligors may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 1:30 p.m. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group the Xxxxxxx XxXxxxxxx LLP, Three Xxxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (as set forth in this Agreement or such alternative other address as is provided to the Company pursuant to Section 18(a)PIM may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the such Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account account(s) specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this Section 2B(7), or any of the conditions specified in Section 3 4 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 2:00 p.m., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential PIM (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential PIM (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 4 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if applicable, in accordance with Section 2B(8)(iii) 2B(8)(ii), or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established canceled and the Company will pay the Cancellation Fee as provided in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuanceSection 2B(8)(iii). In the event that the Company shall fail to give such notice referred to in the second immediately preceding sentence, Prudential PIM (on behalf of each Purchaser) may at its election, at any time after 2:30 2:00 p.m., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceledcanceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iii). Notwithstanding anything to the contrary appearing contained in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential PIM shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, Xxx Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Law Department, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”"RESCHEDULED CLOSING DAY")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company Co-Issuers will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group Group, 1114 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (as set forth in this Agreement or such alternative other address as is provided to the Company pursuant to Section 18(a)Prudential may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Shelf Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the such Closing Day, dated the such Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s Co-Issuers’ account specified in the Request for Purchase of such Shelf Notes. If the Company fails Co-Issuers fail to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2G, or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company Co-Issuers shall, prior to 2:30 p.m., 1:00 P.M. New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company Co-Issuers reasonably believes believe that it they will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company Co-Issuers will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2H(2) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established canceled and that the Co-Issuers will pay the Cancellation Fee as provided in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuanceparagraph 2H(3). In the event that the Company Co-Issuers shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company Co-Issuers in writing that such closing is to be canceledcanceled and the Co-Issuers are obligated to pay the Cancellation Fee as provided in paragraph 2H(3). Notwithstanding anything to the contrary appearing in this Agreement, the Company Co-Issuers may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one (1) occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (Private Capital, 00 X. 0xx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Law Department, or at such other place as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Prudential may have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if any in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, Four Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 30 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”"RESCHEDULED CLOSING DAY")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 1:30 p.m. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (as set forth in this Agreement or such alternative other address as is provided to the Company pursuant to Section 18(a)PIM may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the such Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 3 4 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 2:00 p.m., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential PIM (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential PIM (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 4 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii) 2B(8)(ii), or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established canceled and the Company will pay the Cancellation Fee as provided in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuanceSection 2B(8)(iii). In the event that the Company shall fail to give such notice referred to in the second immediately preceding sentence, Prudential PIM (on behalf of each Purchaser) may at its election, at any time after 2:30 2:00 p.m., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceledcanceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iii). Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential PIM shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 1:30 P.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a)), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified by the Company in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”)") and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Law Department, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (Group, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Law Department, or at such other place as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Prudential may have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2B(8)(ii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 1:30 P.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, the Accepted Notes to be Four Embarcadero Center, Suite 2700, San Francisco, Xxxxxxxxxx 00000, xxx Xxxxxxxx Xxxxx xx xx purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.3:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.3:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 1:30 p.m. (New York City local time) on the Document Delivery Date for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto (or such Purchaser’s agent, including PIM and its agents) at the offices of Prudential Capital Group the Xxxxxxx XxXxxxxxx LLP, Three Xxxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (as set forth in this Agreement or such alternative other address as is provided to the Company pursuant to Section 18(a)PIM may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the such Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account account(s) specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Date, or any of the conditions specified in Section 3 4 shall not have been fulfilled by the time required on the applicable Document Delivery DateDate (and the applicable Purchaser(s) shall not have waived such conditions), the Company shall, prior to 2:30 2:00 p.m., New York City local time, on the applicable Document Delivery Date notify Prudential PIM (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such originally scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential PIM (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m., New York City local time, on such Document Delivery Date, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.in

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company Issuer will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group Group, Xxx Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 (as set forth in this Agreement or such alternative other address as is provided to the Company pursuant to Section 18(a)Prudential may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Shelf Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the such Closing Day, dated the such Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the CompanyIssuer’s account specified in the Request for Purchase of such Shelf Notes. If the Company Issuer fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2G, or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company Issuer shall, prior to 2:30 p.m., 1:00 P.M. New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company Issuer reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company Issuer will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2H(2) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established canceled and that the Issuer will pay the Cancellation Fee as provided in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuanceparagraph 2H(3). In the event that the Company Issuer shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company Issuer in writing that such closing is to be canceledcanceled and the Issuer is obligated to pay the Cancellation Fee as provided in paragraph 2H(3). Notwithstanding anything to the contrary appearing in this Agreement, the Company Issuer may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one (1) occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (Group, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Law Department, or at such other place as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Prudential may have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2G, or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2H(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, Four Gateway Center, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of The Prudential Capital Group Insurance Company of America, 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (as set forth in this Agreement or such alternative address other place as is provided to the Company pursuant to Section 18(a)designated by Prudential), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the such Closing Day, dated the such Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof therefor by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this Section 2.2(h), or any of the conditions specified in Section 3 4.2 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing Closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 4.2 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii2.2(i)(ii) or (ii) such closing Closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing Closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to Group, 1114 Avenue of the Company pursuant to Section 18(a))Americas, 30th Floor, New York, New York, the Accepted Notes to be purchased by such Purchaser in the form of bx xxxx Xxxxxxxxx xx xxx xxxx xf one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2H, or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)"RESCHEDULED CLOSING DAY") and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if applicable, in accordance with Section 2B(8)(iiiparagraph 2I(3) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Closing Date for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement Group, 100 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Law Department or at such alternative address as is provided other place pursuant to the Company pursuant to Section 18(a))directions of Prudential, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of the Accepted Notes to be purchased on the Closing DayDate, dated the Closing Day Date and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Date for such Accepted Notes as provided above in this Section 2.2(7), or any of the conditions specified in Section 3 4 shall not have been fulfilled by the time required on the applicable Document Delivery such scheduled Closing Date, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery such scheduled Closing Date notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day Date (the “Rescheduled Closing DayDate”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 4 on the Document Delivery Date applicable to such Rescheduled Closing Day Date and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii2.2(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery scheduled Closing Date, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 1:30 p.m. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group the Xxxxxxx XxXxxxxxx LLP, Three Xxxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (as set forth in this Agreement or such alternative other address as is provided to the Company pursuant to Section 18(a)PIM may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the such Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account account(s) specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this Section 2B(7), or any of the conditions specified in Section 3 4B shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 2:00 p.m., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential PIM (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential PIM (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 4B on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if applicable, in accordance with Section 2B(8)(iii) 2B(8)(ii), or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established canceled and the Company will pay the Cancellation Fee as provided in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuanceSection 2B(8)(iii). In the event that the Company shall fail to give such notice referred to in the second immediately preceding sentence, Prudential PIM (on behalf of each Purchaser) may at its election, at any time after 2:30 2:00 p.m., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceledcanceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iii). Notwithstanding anything to the contrary appearing contained in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential PIM shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, Xxx Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000-0000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to t o the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (Private Capital, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Law Department, or at such other place as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Prudential may have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, Four Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 30 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to Group, 1114 Avenue of the Company pursuant to Section 18(a))Axxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such the Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, Gateway Center One, 11th Floor, Newark, New Jersey the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if applicable, in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 1:30 p.m. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in on the Confirmation of Acceptance Purchaser Schedule relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000 the Accepted Notes to be purchased by such Purchaser on such Closing Day in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Dayrequest, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified by the Company in the Request for Purchase of relating to such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Notes as provided above in this paragraph 2(B)(7), or any of the conditions specified in Section 3 paragraph 3B shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 paragraph 3B on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxx Xxxxxx 00000-0000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”)") and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, Xxx Xxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)"RESCHEDULED CLOSING DAY") and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement Group, 100 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Law Department or at such alternative address as is provided other place pursuant to the Company pursuant to Section 18(a))directions of Prudential, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(8), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii) paragraph 2B(9)(iii), or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (Group, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Law Department, or at such other place as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Prudential may have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to Group, 1114 Avenue of the Company pursuant to Section 18(a))Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2I, or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”)") and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if applicable, in accordance with Section 2B(8)(iiiparagraph 2J(3) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 a.m. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement Xxxxxxx XxXxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, or such alternative address other place as is provided to the Company pursuant to Section 18(a))Prudential may specify, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the such Closing Day, dated the such Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this Section 3(b), or any of the conditions specified in Section 3 4 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 1:00 p.m., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 4 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii2(c)(iv) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 1:00 p.m., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented thereto in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, Four Gateway Center, 100 Xxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000, Xxtention: Law Department, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(8), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)"RESCHEDULED CLOSING DAY") and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2B(9)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, the Accepted Notes Gateway Center One, 11th Floor, 7-45 Raymond Boulevard West, Newark, New Jersey txx Xxxxxxxx Xxxxx to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”)") and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 a.m. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or Bingham McCutchen LLP, 339 Park Avenue, New York, New Yorx 00002-0000, xx such alternative address as is provided to the Company pursuant to Section 18(a))xxxxx xxxxx xx Xxxxxxxxxx xxx xxxxxxx, the Accepted xxx Xccepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the such Closing Day, dated the such Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this Section 3(b), or any of the conditions specified in Section 3 4 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 1:00 p.m., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 4 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii2(c)(iv) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 1:00 p.m., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented thereto in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to Group, 1114 Avenue of the Company pursuant to Section 18(a))Americas, 30th Floor, New York, New York 10036, the Accepted Notes to be purchased by such Purchaser in the form of xx xxxxxxxxx xx xxxx Xxxxxxxxx xx xxx xxxx xx one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(8), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”)") and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2B(9)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Shelf Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, Two Prudential Capital Group, Suite 5600, Chicago, Illinois 60601, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Shelf Closing Day, dated the Shelf Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Shelf Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Shelf Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Shelf Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Shelf Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (iX) such closing is to be rescheduled (such rescheduled date to be (i) in the case of a Note denominated in American Dollars, a Business Day during the relevant Issuance Period not less than one (1) day Business Day and not more than ten (10) days 30 Business Days after such scheduled Shelf Closing Day or (ii) in the case of a Shelf Note denominated in Canadian Dollars, a Business Day not less than 1 Business Days and not more than 30 Business Days after the Acceptance Day (the “"Rescheduled Closing Day”")) , and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Shelf Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2B(8)(ii) or (iiY) such closing is to be canceled. If For the avoidance of doubt, in the event that a Rescheduled Closing Day is established pursuant to the preceding sentence in respect of Shelf Notes denominated in a currency other than Canadian Dollars, the Shelf Notes to be issued on such Notes Rescheduled Closing Day shall have the same maturity datematurities, principal prepayment dates and amounts installment payment schedules and interest payment dates as originally scheduled, but if such Shelf Notes shall be dated had been issued on the actual date of issuanceoriginal Shelf Closing Day. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Shelf Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))New York Life, the Accepted Notes to be purchased by such each Purchaser in the form of one or more Notes in authorized denominations as such that Purchaser may request for each Series of requests not later than one Business Day prior to said Closing Day. The Accepted Notes to will be purchased on the Closing Day, dated the Closing Day and registered in such the Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such for those Notes. If the Company fails to timely tender to any a Purchaser the Accepted Notes to be purchased by such that Purchaser on the applicable Document Delivery Datescheduled Closing Day for those Accepted Notes, or any of the conditions specified in Section paragraph 3 shall are not have been fulfilled by the time required on the applicable Document Delivery Datethat scheduled Closing Day, the Company shallmust, prior to 2:30 p.m.2:00 P.M., New York City local time, on the applicable Document Delivery Date that scheduled Closing Day notify Prudential New York Life (which notification shall will be deemed received by each Purchaser) in writing whether (ia) such said closing is to be rescheduled (such with the rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such the originally scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential New York Life (which certification shall will be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii) paragraph 2A(9)(c), or (iib) such the closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail fails to give such the notice referred to in the second preceding sentence, Prudential New York Life (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.2:00 P.M., New York City local time, on such Document Delivery Datethe scheduled Closing Day, notify the Company in writing that such the closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasiononce, unless Prudential shall have New York Life otherwise consented consents in writing.

Facility Closings. Not later than 2:00 2:30 p.m. (New York City local time) on the Document Delivery Date for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group Group, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (as set forth in this Agreement or such alternative other address as is provided to the Company pursuant to Section 18(a)Prudential may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or or, if requested, in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account or accounts specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Date, or any of the conditions specified in Section 3 shall not have been fulfilled by the time required on the applicable Document Delivery Date, the Company shall, prior to 2:30 3:00 p.m., New York City local time, on the applicable Document Delivery Date Date, notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii) or (ii) such closing is to be canceledcanceled and the Company will pay the Cancellation Fee (if any) in accordance with Section 2B8(iv). If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such the Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 3:00 p.m., New York City local time, on such the applicable Document Delivery Date, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))King & Spalding LLP, 1185 Avenue of the Accepted Notes to be Americxx, Xxx Xxxx, Xxx Xxxx 00000, xxx Xxxxxxxx Xxxxx xx xe purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this Section 2.2.8., or any of the conditions specified in Section 3 4 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 4 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii2.2.9(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the such Closing Day, dated the such Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2I, or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if applicable, in accordance with Section 2B(8)(iiiparagraph 2J(3) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to Group, 1114 Avenue of the Company pursuant to Section 18(a))Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such the Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Xxxxxx Xxxxxx LLP, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(8), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential MetLife (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential MetLife (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2B(9)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential MetLife (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential MetLife shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, the Accepted Two Prudential Plaza, Suite 5600, Chicago, Illinois 60601, Attention: Xxx Xxxxxxxxxx, xxx Xxxxxxxx Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”"RESCHEDULED CLOSING DAY")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 a.m. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement Xxxxxxx XxXxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, or such alternative address other place as is provided to the Company pursuant to Section 18(a))MetLife may specify, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the such Closing Day, dated the such Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this Section 3(b), or any of the conditions specified in Section 3 4 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 1:00 p.m., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential MetLife (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential MetLife (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 4 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii2(c)(iv) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential MetLife (on behalf of each Purchaser) may at its election, at any time after 2:30 1:00 p.m., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential MetLife shall have otherwise consented thereto in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))King & Spalding LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Shelf Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Shelf Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2B(8)(ii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, Xxx Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000-0000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)"RESCHEDULED CLOSING DAY") and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 1:30 p.m. (New York City local time) on the Document Delivery Date for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto (or such Purchaser’s agent, including PIM and its agents) at the offices of Prudential Capital Group the Xxxxxxx XxXxxxxxx LLP, Three Xxxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (as set forth in this Agreement or such alternative other address as is provided to the Company pursuant to Section 18(a)PIM may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the such Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account account(s) specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Date, or any of the conditions specified in Section 3 4 shall not have been fulfilled by the time required on the applicable Document Delivery DateDate (and the applicable Purchaser(s) shall not have waived such conditions), the Company shall, prior to 2:30 2:00 p.m., New York City local time, on the applicable Document Delivery Date notify Prudential PIM (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such originally scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential PIM (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 4 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii) ), or (ii) such closing is to be canceledcanceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv). If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential PIM (on behalf of each Purchaser) may at its election, at any time after 2:30 2:00 p.m., New York City local time, on such the applicable Document Delivery Date, notify the Company in writing that such closing is to be canceledcanceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv). Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasiontwo occasions, unless Prudential PIM shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, Gateway Center One, 11th Floor, 7-45 Raymond Boulevard West, Newark, New Jersey the Accepted Notes to be purchased Xxxxx xx xx xxxxxxxxx by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s 's account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”)") and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if applicable, in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 A.M. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company Issuer will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Law Department, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s Issuer's account specified in the Request for Purchase of such Notes. If the Company Issuer fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section paragraph 3 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company Issuer shall, prior to 2:30 p.m.1:00 P.M., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company Issuer reasonably believes that it will be able to comply with the conditions set forth in Section paragraph 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company Issuer will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company Issuer shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 p.m.1:00 P.M., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company Issuer in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company Issuer may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 2:00 p.m. 11:30 a.m. (New York City local time) on the Document Delivery Date Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group (as set forth in this Agreement or such alternative address as is provided to the Company pursuant to Section 18(a))Group, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment on the Closing Day of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to timely tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the applicable Document Delivery Datescheduled Closing Day for such Accepted Notes as provided above in this Section 2.2(g), or any of the conditions specified in Section 3 4 shall not have been fulfilled by the time required on the applicable Document Delivery Datesuch scheduled Closing Day, the Company shall, prior to 2:30 1:00 p.m., New York City local time, on the applicable Document Delivery Date such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) day Business Day and not more than ten (10) days 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 3 4 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii2.2(h)(ii) or (ii) such closing is to be canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as originally scheduled, but such Notes shall be dated the actual date of issuance. In the event that the Company shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 2:30 1:00 p.m., New York City local time, on such Document Delivery Datescheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.