Common use of Acceptance Clause in Contracts

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2B(6), elect to accept a Quotation as to the aggregate principal amount of the Notes specified in the related Request for Purchase (each such Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”). The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(6) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

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

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

Acceptance. Within This Agreement is made between the Acceptance Window, an Authorized Officer Vendor named on the face of the Company may, subject to Section 2B(6), elect to accept a Quotation as to the aggregate principal amount of the Notes specified in the related Request for this Purchase Order (each such Note being herein called an “Accepted Note” "Vendor") and such acceptance being herein called an “Acceptance”Plymouth Tube Co. ("Plymouth"). The day Purchase Order (“Purchase Order”) must be accepted in writing by Vendor by signing the Company notifies Purchase Order and returning it to Plymouth. If for any reason Vendor should fail to accept this Purchase Order in writing, any conduct by Vendor which recognizes the existence of a Contract pertaining to the subject matter hereof shall constitute acceptance by Vendor of this purchase order and all of its terms and conditions. Any terms proposed in Vendor’s acceptance of Plymouth’s offer which add to, vary from, or conflict with the terms herein are hereby objected to and rejected. Any such proposed terms shall be void and the terms herein shall constitute the complete and exclusive statement of the terms and conditions between Plymouth and may hereafter be modified only by a written instrument executed by both of Plymouth’s authorized representatives. If this purchase order has been issued by Plymouth in response to an Acceptance offer and if any of the terms herein add to, vary from or conflict with any terms of Vendor offer, then the issuance of this purchase order by Plymouth shall constitute an acceptance of Vendor offer subject to the express conditions that Vendor assent to the additional, different and conflicting terms herein and acknowledge that this purchase order constitutes the entire agreement between Plymouth with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notessubject matter hereof and the subject matter of Vendor offer. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Notes hereunder Vendor shall be made based on any deemed to have so assented and acknowledged unless Vendor notifies Plymouth to the contrary in writing within ten (10) working days of receipt of this Purchase Order. The parties acknowledge that signature herein is not required in that such expired Quotation. Subject to Section 2B(6) is deemed incorporated into and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one or more Prudential Affiliates of, the Accepted Notes at 100% a part of the principal amount Plymouth Purchase Order accepted by Vendor which references this document and thereby acceptance of such Notes, which purchase price the Plymouth Purchase Order shall be paid in satisfy the currency in which such Notes are requirement of both a writing and signature for this Agreement to be denominated. As soon as practicable following binding between the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingparties.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2B(63.2(f), elect to accept on behalf of the Company a Quotation as to not less than $5,000,000 (or its equivalent in another Applicable Currency as determined at the rate of exchange determined by Prudential at the time the Company accepts the relevant Quotation pursuant hereto) aggregate principal amount of the Shelf Notes specified in the related Request for Purchase (each such Shelf Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”). The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(63.2(f) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Shelf Notes, which purchase price shall be paid in the currency Applicable Currency in which such Shelf Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 3 attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within two minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(4), or such shorter period as Prudential may specify to the Company (such period herein called the “Acceptance Window”), an Authorized Officer of the Company may, subject to Section paragraph 2B(6), elect to accept a Quotation such interest rate quotes as to the not less than $5,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telefacsimile within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the financial terms referred to in clause (ii) of paragraph 2B(3) with respect to such Shelf Notes (each such Note being herein called an “Accepted Note” and ”) as to which such acceptance being (herein called an “Acceptance”)) relates. The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section paragraph 2B(6) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more a Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Shelf Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof from Prudential of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(4) or such shorter period as Prudential may specify to the Company (such period herein called the “Acceptance Window”), an Authorized Officer of the Company may, subject to Section paragraph 2B(6), elect to accept a Quotation such interest rate quotes as to the not less than $25,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone, electronic mail or telecopier within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being (herein called an “Acceptance”)) relates. The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section paragraph 2B(6) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more a Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C D attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2B(62.2(f), elect to accept on behalf of the Company a Quotation as to the aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or e-mail within the Acceptance Window that the Company elects to accept such Quotation specifying the Shelf Notes as to which such acceptance relates (each such Shelf Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”). The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(62.2(f) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C Schedule 2.2(e) attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingwriting at least one Business Day prior to such cancellation.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2B(62.2(f), elect to accept on behalf of the Company a Quotation as to the aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying MetLife by telephone or telecopier within the Acceptance Window (but not earlier than 10:00 A.M. or later than 1:00 P.M., New York City local time) that the Company elects to accept such Quotation, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”). The day the Company notifies MetLife of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. The interest rate on each Accepted Note shall be calculated by MetLife at the time of Acceptance as the sum of (i) the yield to maturity or the yield or linearly interpolated yield, as the case may be, on the Designated Treasuries, Designated Gilt(s) or the Designated Euro Securities, as the case may be, with a maturity corresponding to the average life of the Accepted Note plus (ii) the spread specified in the relevant Quotation. Any Quotation as to which Prudential MetLife does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(62.2(f) and the other terms and conditions hereof, the Company agrees to sell (to MetLife or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliatesa MetLife Affiliate, and Prudential MetLife agrees to purchase, purchase or to cause the purchase by one or more Prudential Affiliates MetLife Affiliate of, the Accepted Notes as to which Quotations shall have been provided to the Company for purchases by MetLife or MetLife Affiliates at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential MetLife and each Prudential MetLife Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 2(e) attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential MetLife within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential MetLife may at its election at any time prior to its MetLife’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2B(6)2.6, elect to accept on behalf of the Company a Quotation as to the aggregate principal amount of the Shelf Notes specified in the related Request for Purchase (each such Shelf Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”). The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(6) 2.6 and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 3 attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2B(6)2.6, elect to accept on behalf of the Company a Quotation as to the aggregate principal amount of the Shelf Notes specified in the related Request for Purchase (each such Shelf Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”). The day the Company notifies MetLife of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential MetLife does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(6) 2.6 and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential MetLife Affiliates, and Prudential agrees such MetLife Affiliates agree to purchase, or to cause the purchase by one or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential Company and each Prudential MetLife Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 3 attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential MetLife within three (3) Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may MetLife may, after consultation with the Purchasers (as necessary), at its election at any time prior to its MetLife’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within Bank and SPS shall accept from Merchant all valid Sales Drafts deposited by Merchant and shall present the Acceptance Windowsame to the appropriate Card Issuers for collection against Cardholder accounts. All presentment and assignment of Sales Drafts, an Authorized Officer collection therefore and re-assignment or rejection of the Company may, such Sales Drafts are subject to Section 2B(6)the terms of this Agreement and the Rules. Bank shall only provisionally credit the value of collected Sales Drafts to the Account and reserves the right to adjust amounts collected to reflect the value of Chargebacks, elect fees, penalties, late submission charges and items for which Bank did not receive final payment. Settlement of funds will be in United States Dollars. Bank and SPS may refuse to accept any Sales Draft or revoke its prior acceptance of a Quotation as Sales Draft in the following circumstances: (a) the Transaction giving rise to the aggregate principal amount Sales Draft was not made in compliance with all terms and conditions of this Agreement; (b) the Notes specified Cardholder disputes his liability to Bank for any reason, including but not limited to those Chargeback rights enumerated in the related Request Rules; or (c) the Transaction giving rise to the Sales Draft was not directly between Merchant and the Cardholder. Bank will offset from payments due to Merchant, any amount previously credited to Merchant for Purchase (each such Note being herein called an “Accepted Note” a Sales Draft not accepted or later revoked by Bank and such acceptance being herein called an “Acceptance”)SPS. The day Merchant shall regularly and promptly review all statements of account, banking statements, and other communications sent to Merchant and shall immediately notify SPS if any discrepancy exists between Merchant’s records and those provided by SPS, the Company notifies an Acceptance Merchant’s bank, or with respect to any Accepted Notes is herein called transfer that Merchant believes was not authorized by Merchant or Cardholder. If Merchant fails to notify SPS in writing within fourteen (14) calendar days after the “Acceptance Day” date that SPS mails or otherwise provides a statement of account or other report of activity to Merchant, Merchant will be solely responsible for such Accepted Notesall losses or other costs associated with any erroneous or unauthorized transfer. Any Quotation as to which Prudential The foregoing does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale limit in any way Merchant’s liability for any breach of Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(6) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingthis Agreement.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2B(62.1(f), elect to accept on behalf of the Company a Quotation as to the aggregate principal amount of the Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying the applicable Investor Group Representative(s) by telephone within the Acceptance Window that the Company elects to accept such Quotation, specifying the Notes (each such Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”). The day the Company notifies the applicable Investor Group Representative(s) of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential the applicable Investor Group Representative does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(62.1(f) and the other terms and conditions hereof, the Company agrees to sell (or to cause Investor Group Affiliate(s) of the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential AffiliatesInvestor Group(s), and Prudential agrees to purchase, or the applicable Investor Group Representative(s) agree(s) to cause the purchase by one or more Prudential Affiliates ofits Investor Group Affiliate(s), the Accepted Notes for which it receives an Acceptance at 100% of the principal amount of such Notes, Notes which purchase price shall be paid in the currency in which such Notes are to be denominatedU.S. Dollars. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential applicable Investor Group Representative(s) and each Prudential Affiliate the Investor Group Affiliate(s) which is are to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C Schedule 2.1(e) attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return a Confirmation of Acceptance to Prudential an applicable Investor Group Representative within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential the applicable Investor Group Representative may at its election at any time prior to its such Investor Group Representative’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.2(d), an Authorized Officer of the Company may, subject to Section 2B(62.2(f), elect to accept a Quotation such interest rate quotes as to the not less than $5,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or facsimile transmission within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being herein called (an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(62.2(f) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto 2.2(e) (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(4) or such shorter period as Prudential may specify to the Company (such period herein called the “Acceptance Window”), an Authorized Officer of the Company may, subject to Section paragraph 2B(6), elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being (herein called an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section paragraph 2B(6) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and such Prudential agrees to purchase, or Affiliates will agree to cause the purchase by one or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Accepted Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C D attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, any Prudential Affiliate that is to purchase any such Accepted Notes may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2A(4), an Authorized Officer of the Company may, subject to Section 2B(6paragraph 2A(6), elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or facsimile transmission within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being (herein called an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(6paragraph 2A(6) and the other terms and conditions hereof, the Company agrees to sell (to a Prudential Affiliate or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one a Prudential Affiliate or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C D attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2D or such shorter period as Prudential may specify to the Issuer (such period herein called the “Acceptance Window”), an Authorized Officer of the Company Issuer may, subject to Section 2B(6)paragraph 2F, elect to accept a Quotation such interest rate quotes as to the not less than $5,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Issuer notifying Prudential by telephone or facsimile within the Acceptance Window that the Issuer elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being (herein called an “Acceptance”)) relates. The day the Company Issuer notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(6) paragraphs 2B and 2F and the other terms and conditions hereof, the Company Issuer agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one or of more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Accepted Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company -Issuer in writing.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2B(62.2(f), elect to accept on behalf of the Company a Quotation as to the aggregate principal amount of the Shelf Notes specified in the related Request for Purchase (each such Shelf Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”). The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(62.2(f) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 3 attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2B(62.1(f), elect to accept a on behalf of the Company the Quotation provided in response to the related Request for Purchase as to the aggregate principal amount of the Notes specified in the related Request for Purchase (each such Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”). The day the Company notifies Prudential of an Acceptance with respect to any such Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(62.1(f) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the such Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 3 attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within one hour after Prudential shall have provided any interest rate quotes pursuant to paragraph 2D or such shorter period as Prudential may reasonably specify to the Acceptance WindowCompany (such period herein called the "ACCEPTANCE WINDOW"), the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $40,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer of the Company maynotifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., subject to Section 2B(6), elect New York City local time) that the Company elects to accept a Quotation as to such interest rate quotes, specifying the aggregate principal amount of the Private Shelf Notes specified in the related Request for Purchase (each such Private Shelf Note being herein called an “Accepted Note” and "ACCEPTED NOTE") as to which such acceptance being (herein called an “Acceptance”)"ACCEPTANCE") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” "ACCEPTANCE DAY" for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. In the event the closing with respect to any Accepted Notes fails to occur within ten (10) days of the Acceptance Day for any reason (other than Prudential's failure to fund the purchase price of the Private Shelf Notes after all conditions to closing specified in paragraph 3A have been satisfied on or before 11:30 A.M. New York City local time on the last Business Day preceding the end of such ten day period), the interest rate applicable to such Accepted Notes may increase based upon the costs of the delayed closing to Prudential as reasonably determined by Prudential. Subject to Section 2B(6) paragraph 2F and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more a Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in . Prior to the currency in which such Notes are to be denominated. As soon as practicable close of business on the Business Day next following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”"CONFIRMATION OF ACCEPTANCE"). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.2(d), an Authorized Officer of the Company may, subject to Section 2B(62.2(f), elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or facsimile transmission within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being herein called (an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(62.2(f) and the other terms and conditions hereof, the Company agrees to sell (to a Prudential Affiliate or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one a Prudential Affiliate or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 2.2(e) attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2B(6), elect to accept a Quotation as to the aggregate principal amount of the Notes specified in the related Request for Purchase Seller acknowledges and agrees that these General Terms and Conditions (each such Note being herein called an “Accepted Note” and such acceptance being herein called an “AcceptanceTerms”). The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire) are incorporated in, and no purchase or sale of Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(6) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one or more Prudential Affiliates a part of, the Accepted Notes at 100% Purchase Order and each purchase order, change order, release, requisition, work order, shipping instruction, specification and other document, whether expressed in written form or by electronic data interchange, relating to the goods and/or services to be provided by Seller to Buyer (hereinafter collectively referred to as "Purchase Order"). Seller acknowledges and agrees that it has read and understands these Terms and the Purchase Order. If Xxxxxx accepts the Purchase Order in writing OR commences any of the principal amount work or services that are the subject of such Notesthe Purchase Order, Seller will be deemed to have accepted the Purchase Order and these Terms in their entirety without modification. Any additions to, changes in, modifications of, or revisions of the Purchase Order, including these Terms, which purchase price Seller proposes will be deemed to be rejected by Xxxxx except to the extent that Buyer expressly and specifically agrees in writing to accept any such proposals. However, the Purchase Order shall be paid not operate as a rejection of Seller's entire offer unless it contains variances in the currency in which such Notes are to be denominated. As soon as practicable following terms of the Acceptance Daydescription, quantity, price, or delivery schedule of the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”)goods. If the Company Purchase Order shall be deemed an acceptance of a prior offer by Seller, such acceptance is limited to the express terms contained herein. Should Seller not deliver to Buyer, within ten (10) Days of the issuance of the Purchase Order, a copy of the Purchase Order bearing Seller’s acceptance thereof in the manner required therein, Buyer may deem Seller to have repudiated the Contract, and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted NotesBuyer may thereupon, Prudential may at its election or at any time prior thereafter, retract the Purchase Order without in so doing incurring any liability and without prejudice to its receipt thereof cancel the closing with respect to any other rights, remedy or recourse Buyer may have as a result of such Accepted Notes by so notifying the Company in writingrepudiation.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2(e), an Authorized Officer of the Company may, subject to Section 2B(62(g), elect to accept a Quotation such interest rate quotes as to the not less than $3,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telefacsimile within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being herein called (an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(62(g) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Shelf Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C Schedule 2(f) attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three (3) Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to Section 2.2.5. or such shorter period as Prudential may specify to the Company (such period herein called the “Acceptance Window”), an Authorized Officer of the Company may, subject to Section 2B(6)2.2.7, elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone, electronic mail transmission or telecopier within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being (herein called an “Acceptance”)) relates. The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(6) 2.2.7 and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more a Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable)Guarantors, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 2.2.6 attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) Guarantors should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Private Label Site will be deemed to have occurred at the end of fifteen (15) days after the Delivery Date, unless prior thereto notice of rejection is communicated by Company to GT in writing. Company may reject the Private Label Site only if it fails in some material respect to meet the specifications in the SOW. If Company properly rejects the Private Label Site, GT will correct or remedy such nonconformance as soon as reasonably possible but in no event in more than thirty days (30) days after receipt of notice of rejection. When it has made the necessary corrections, GT will again deliver the Private Label Site to Company and the acceptance/rejection/correction provisions above shall be reapplied until the Private Label Site is accepted or the other remedies are selected, as set forth below; provided that, as Company's sole remedy for GT's breach of Section 3.2 or 3.3 Company may, subject after the second or any subsequent rejection under this Section 3.3, either (i) with GT's agreement, have the GT Reservation System implemented with another CRS-based system of GT's choice, until such time as GT can implement the GT Reservation System with ARS; (ii) extend the time frame for acceptance of the GT Reservation System with ARS; or (iii) terminate this Agreement and receive a full refund of all amounts paid, with no further payment obligations thereafter to Section 2B(6GT. If Company chooses the alternative described in clause (i), elect GT will reimburse Company for the difference, if any, between the transaction fees charged to accept a Quotation as Company's by the CRS based system and the transaction fees that would have been charged to the aggregate principal amount of the Notes specified in the related Request for Purchase (each such Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”)Company if it had used ARS. The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Notes hereunder Cut-Over Date shall be made based on any such expired Quotation. Subject the date Company releases the Private Label Site to Section 2B(6) and Company Clients to perform live Bookings or the other terms and conditions hereof, date mutually agreed upon by the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price parties but shall be paid in the currency in which such Notes are to be denominated. As occur as soon as practicable possible following the Acceptance Day, date that the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which Private Label Site is accepted as provided above. Failure by Company to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time object or notify prior to its receipt thereof cancel the closing with respect acceptance will not limit GT's obligations to such Accepted Notes by so notifying the Company in writingcorrect material non- conforming conditions later discovered pursuant [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2B(4), an Authorized Officer of the Company may, subject to Section paragraph 2B(6), elect to accept a Quotation such interest rate quotes as to the not less than $5,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or facsimile transmission within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being (herein called an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section paragraph 2B(6) and the other terms and conditions hereof, the Company agrees to sell (to a Prudential Affiliate or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one a Prudential Affiliate or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C D attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

Acceptance. Within Xxxxxxx, a division of Illinois Tool Works Inc. is herein referred to as “Seller” and the Acceptance Window, an Authorized Officer customer purchasing products (“Products”) is herein referred to as “Purchaser.” Unless otherwise agreed in writing by Seller in a duly executed agreement which is in effect as of the Company maydate of Purchaser’s purchase, subject these terms and conditions of sale (“Terms”), any Seller quotation, acknowledgment, invoice and other document or form prepared or delivered by Seller (collectively, “Seller Documents” and together with these Terms, the “Agreement”), constitute the complete terms governing the sale of Products . Seller may update these Terms at any time without notice. The current version of these Terms shall apply to all shipments made after such website has been updated. Please refer to Section 2B(6)34 if the Seller is Located (as defined in Section 34) outside the United States. SELLER HEREBY REJECTS ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY PURCHASER, elect WHETHER OR NOT CONTAINED IN ANY OF PURCHASER’S BUSINESS FORMS OR ON PURCHASER’S WEBSITE, AND SUCH ADDITIONAL OR DIFFERENT TERMS WILL BE OF NO EFFECT. These Terms are applicable to accept all sales of Products, all Seller Documents, and all purchase orders (“Purchase Orders”) from Purchaser. No site usage agreement or any other click through agreement on a Quotation as website will have any applicability or binding effect whether or not Seller clicks on an “ok,” “I accept,” or similar acknowledgment. Commencement of any work by Seller, or Purchaser’s acceptance of delivery of any Products , will manifest Purchaser’s assent to the aggregate principal amount of the Notes Agreement. Additional or different terms applicable to a particular sale may only be specified in the related Request for Purchase (each such Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”)body of a Seller Document or expressly agreed to in writing by the parties. The day In the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale event of Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(6) and the other terms and conditions hereofa conflict, the Company agrees following order of precedence will apply: (a) terms expressly agreed to sell in writing and executed by an authorized officer of Seller; (or to cause the applicable Issuer Subsidiary to sellb) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid Seller Document terms; (c) these Terms. Notwithstanding anything contained in the currency foregoing to the contrary, if a reference to these Terms is contained in which such Notes are to be denominated. As soon as practicable following the Acceptance Dayany Seller Document or writing executed by an authorized officer of ITW, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase these Terms shall take precedence over any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingconflicting or contrary terms.

Acceptance. Within As soon as practicable but in no event later than one Business Day after Metropolitan has provided a periodic spread quote pursuant to Section 2.2(c) (the "Acceptance WindowDay"), the Company may elect to accept such periodic spread quote as to not less than $5,000,000 aggregate principal amount of the Medium-Term Notes (or, if less, the then Available Facility Amount) specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer of the Company maynotifying Metropolitan by telephone (the "Acceptance Call") that the Company elects to accept such periodic spread quote, subject specifying the Medium-Term Notes as to which such acceptance relates; provided, however, that no such acceptance of a periodic spread quote shall obligate the Company to issue, or Metropolitan to purchase, any Medium-Term Notes unless and until an interest rate acceptable to both the Company and Metropolitan is agreed upon as set forth below in this Section 2.2(e). Metropolitan shall then provide on such Acceptance Call interest rate quotes for the principal amount(s), maturit(ies), prepayment schedule(s) and interest payment period(s) of such Medium-Term Notes (based upon the respective spreads over treasuries provided by Metropolitan pursuant to Section 2B(62.2(c), elect to accept a Quotation as to ). Each quote shall represent the aggregate interest rate per annum payable on the outstanding principal amount of such Medium-Term Notes (until such balance shall have become due and payable) at which Metropolitan or a Metropolitan Affiliate would be willing to purchase such Medium-Term Notes at 100% of the principal amount thereof. Any such interest rate quote shall be valid only for the period of time stipulated by Metropolitan during such Acceptance Call, and in no event shall such interest rate quote survive the termination of such Acceptance Call. If the Authorized Officer of the Company elects to accept such interest rate quote, he will so notify Metropolitan on the Acceptance Call, specifying the Medium-Term Notes specified in the related Request for Purchase (each such Medium-Term Note being herein called an “"Accepted Note” and ") as to which such acceptance being (herein called an “"Acceptance”)") relates. The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(6) and the other terms and conditions hereof, the Company hereby agrees to sell (to Metropolitan or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliatesa Metropolitan Affiliate, and Prudential Metropolitan xxxxxx agrees to purchase, or to cause the purchase by one or more Prudential Affiliates a Metropolitan Affiliate of, the Accepted Notes at 100% Notes. Prior to the close of business on the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable Business Day next following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential Metropolitan and each Prudential Metropolitan Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 2.2(e) attached hereto (herein called a “"Confirmation of Acceptance”"). If Any periodic spread quotes which are not accepted by the Company as herein provided shall expire at the close of business on the Acceptance Day, and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation no purchase or sale of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to Medium-Term Notes hereunder shall be made based on such Accepted Notes by so notifying the Company in writingexpired periodic spread quotes.

Acceptance. Within the Acceptance Window, the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer of the Company maynotifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., subject to Section 2B(6), elect New York City local time) that the Company elects to accept a Quotation as to such interest rate quotes, specifying the aggregate principal amount of the Private Shelf Notes specified in the related Request for Purchase (each such Private Shelf Note being herein called an “Accepted Note” and "ACCEPTED NOTE") as to which such acceptance being (herein called an “Acceptance”)"ACCEPTANCE") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” "ACCEPTANCE DAY" for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. In the event the closing with respect to any Accepted Notes fails to occur within ten (10) days of the Acceptance Day for any reason (other than Prudential's failure to fund the purchase price of the Private Shelf Notes after all conditions to closing specified in paragraph 3A have been satisfied on or before 11:30 A.M. New York City local time on the last Business Day preceding the end of such ten day period), the interest rate applicable to such Accepted Notes may increase based upon the costs of the delayed closing to Prudential as reasonably determined by Prudential. Subject to Section 2B(6) paragraph 2F and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more a Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit EXHIBIT C attached hereto (herein called a “Confirmation of Acceptance”"CONFIRMATION OF ACCEPTANCE"). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt thereof of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.with

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2B(4), an Authorized Officer of the Company may, subject to Section paragraph 2B(6), elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone, e-mail or facsimile transmission within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being herein called (an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section paragraph 2B(6) and the other terms and conditions hereof, the Company agrees to sell (to a Prudential Affiliate or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one a Prudential Affiliate or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C D attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section paragraph 2B(6), elect to accept on behalf of the Company a Quotation as to the aggregate principal amount of the Shelf Notes specified in the related Request for Purchase (each such Shelf Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”); provided, however that no Acceptance can be made with respect to any Quotation at any time prior to 9:30 a.m. or later than 2:00 p.m. New York City local time. The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotation. Subject to Section paragraph 2B(6) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.2(e), an Authorized Officer of the Company may, subject to Section 2B(62.2(g), elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being herein called (an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(62.2(g) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 2.2(f) attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within No later than 5:00 p.m. New York City local time on the day on which Xxxxxxx shall have provided any interest rate quotes in respect of a Request for Purchase pursuant to Section 2.6, or such shorter period as Xxxxxxx may specify to the Company with respect to such interest rate quote (such period, the “Acceptance Window”), an Authorized Officer of the Company may, subject to Section 2B(6)2.8, elect to accept a Quotation such interest rate quotes as to the aggregate principal amount one or more Series of the Notes specified in the related Request for Purchase (but with respect to not less than $5,000,000 aggregate principal amount of Notes of all such Series). Such election shall be made by a Responsible Officer by notifying Xxxxxxx in writing by email, with a confirming copy of such notice to follow by overnight delivery, within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying (i) the Series and principal amount of Notes (each such Note being herein called Note, an “Accepted Note” and ”) as to which such acceptance being herein called (an “Acceptance”)) relates and (ii) the proposed day for the closing of the purchase and sale of such Accepted Notes, which shall be a Business Day during the Closing Period for such Accepted Notes. The day the Company notifies provides Xxxxxxx with an Acceptance with respect to any Accepted Notes is herein called the “Acceptance DayDate” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential Xxxxxxx does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(6) and the other terms and conditions hereofof ARTICLE 3, on the applicable Closing Date the Company agrees to sell (to Xxxxxxx or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliatesa Xxxxxxx Affiliate, and Prudential Xxxxxxx agrees to purchase, or to cause the purchase by one or more Prudential Affiliates a Xxxxxxx Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable practicable, but in any event within three (3) Business Days, following the Acceptance DayDate, the Company, the Issuer Subsidiary (if applicable), Prudential Xxxxxxx and each Prudential Xxxxxxx Affiliate which is to purchase any such Accepted Notes will execute send a confirmation of such Acceptance and the terms of the Accepted Notes substantially in the form of Exhibit C attached hereto 2.7 (herein called a “Confirmation Notice of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2(d), an Authorized Officer of the Company may, subject to Section 2B(62(f), elect to accept a Quotation such interest rate quotes as to the not less than $25,000,000 aggregate principal amount of the Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone, facsimile transmission or by a PDF attachment to an to an email transmitted to an email address for an Authorized Officer within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Notes (each such Note being herein called an “Accepted Note” and ”) as to which such acceptance being herein called (an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(62(f) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 2(e) attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company's receipt thereof of a Confirmation of Acceptance with respect to any Accepted NotesNotes from Prudential, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential's receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to Section 2.5 or, in the Acceptance Windowevent that due to conditions in the market place it shall not be feasible to hold such interest rate quotes open 30 minutes, an Authorized Officer of such shorter period as Prudential may specify to the Company (such period being the "ACCEPTANCE WINDOW"), the Company may, subject to Section 2B(6)2.7, elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier 3 8 than 9:30 A.M. or later than 1:30 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Notes (each such Note being herein called an “Accepted Note” and "ACCEPTED NOTE") as to which such acceptance being herein called (an “Acceptance”)"ACCEPTANCE") relates. The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” "ACCEPTANCE DAY" for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(6) 2.7 and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more a Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 2.6 attached hereto (herein called a “Confirmation of Acceptance”"CONFIRMATION OF ACCEPTANCE"). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.2(4), an Authorized Officer of the Company may, subject to Section 2B(62.2(6), elect to accept a Quotation such interest rate quotes as to the not less than $5,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and "ACCEPTED NOTE") as to which such acceptance being (herein called an “Acceptance”)"ACCEPTANCE") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” "ACCEPTANCE DAY" for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(62.2(6) and the other terms and conditions hereof, the Company agrees to sell (to a Prudential Affiliate or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one a Prudential Affiliate or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C D attached hereto (herein called a “Confirmation of Acceptance”"CONFIRMATION OF ACCEPTANCE"). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company's receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential's receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within two Business Days after Xxxxxxx shall have provided any interest rate quotes pursuant to Section 2.4 (the “Acceptance Window”), an Authorized Officer of the Company may, subject to Section 2B(6)2.6, elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Xxxxxxx by telephone or telecopier within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Notes (each such Note being herein called an “Accepted Note” and ”) as to which such acceptance being (herein called an “Acceptance”)) relates. The day the Company notifies Xxxxxxx of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential Xxxxxxx does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(6) 2.6 and the other terms and conditions hereof, the Company agrees to sell (to Xxxxxxx and/or a Xxxxxxx Affiliate or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential Xxxxxxx agrees to purchase, or to cause the purchase by one Xxxxxxx and/or a Xxxxxxx Affiliate or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential Company and Xxxxxxx and/or each Prudential Xxxxxxx Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential Xxxxxxx within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential Xxxxxxx or any Xxxxxxx Affiliate may at its election at any time prior to its Xxxxxxx’x receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2B(6)2.6, elect to accept on behalf of the Company a Quotation as to the aggregate principal amount of the Notes specified in the related Request for Purchase (each such Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”). The day the Company notifies AIG of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential AIG does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(6) 2.6 and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliatesan AIG Affiliate, and Prudential AIG agrees to purchase, or to cause the purchase by one or more Prudential Affiliates an AIG Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential AIG and each Prudential AIG Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 3 attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential AIG within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential AIG may at its election at any time prior to its AIG’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.2(d), an Authorized Officer of the Company may, subject to Section 2B(62.2(f), elect to accept a Quotation such interest rate quotes as to the not less than $5,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or facsimile transmission within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being herein called (an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(62.2(f) and the other terms and conditions hereof, the Company agrees to sell (to a Prudential Affiliate or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one a Prudential Affiliate or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto 2.2(e) (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within The division, subsidiary or affiliate of Illinois Tool Works Inc. that references these Terms is herein referred to as “Seller” and the Acceptance Windowcustomer purchasing products (“Products”) or services (“Services”) is herein referred to as “Purchaser.” These terms and conditions of sale (“Terms”), an Authorized Officer any Seller quotation, acknowledgment, invoice and other document or form prepared or delivered by Seller (collectively, “Seller Documents” and together with these Terms, the “Agreement”), constitute the complete terms governing the sale of Products and Services. Seller may update these Terms at any time without notice. For the Company maycurrent version of these Terms, subject visit xxxx://xxx.xxxxxxxxxxxxx.xxx/tc/. The current version of these Terms shall apply to all shipments made after such website has been updated. Please refer to Section 2B(6)36 if the Seller is Located (as defined in Section 36) outside the United States. SELLER HEREBY REJECTS ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY PURCHASER, elect WHETHER OR NOT CONTAINED IN ANY OF PURCHASER’S BUSINESS FORMS OR ON PURCHASER’S WEBSITE, AND SUCH ADDITIONAL OR DIFFERENT TERMS WILL BE OF NO EFFECT. These Terms are applicable to accept all sales of Products and/or Services, all Seller Documents, and all purchase orders (“Purchase Orders”) from Purchaser. No site usage agreement or any other click through agreement on a Quotation as website will have any applicability or binding effect whether or not Seller clicks on an “ok,” “I accept,” or similar acknowledgment. Commencement of any work by Seller, or Purchaser's acceptance of delivery of any Products or Services, will manifest Purchaser's assent to the aggregate principal amount of the Notes Agreement. Additional or different terms applicable to a particular sale may only be specified in the related Request for Purchase (each such Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”)body of a Seller Document or expressly agreed to in writing by the parties. The day In the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale event of Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(6) and the other terms and conditions hereofa conflict, the Company agrees following order of precedence will apply: (a) terms expressly agreed to sell in writing and executed by an authorized officer of Seller; (or to cause the applicable Issuer Subsidiary to sellb) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid Seller Document terms; (c) these Terms. Notwithstanding anything contained in the currency foregoing to the contrary, if a reference to these Terms is contained in which such Notes are to be denominated. As soon as practicable following the Acceptance Dayany Seller Document or writing executed by an authorized officer of ITW, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase these Terms shall take precedence over any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingconflicting or contrary terms.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2B(62.2(f), elect to accept on behalf of the Company a Quotation as to the aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase, either by telephone or facsimile transmission to Prudential (each such Shelf Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”). The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(62.2(f) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 3 attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.2(d), an Authorized Officer of the Company Issuer may, subject to Section 2B(62.2(f), elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Issuer notifying Prudential by telephone or confirmed email transmission within the Acceptance Window that the Issuer elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being (herein called an “Acceptance”)) relates. The day the Company Issuer notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(62.2(f) and the other terms and conditions hereof, the Company Issuer agrees to sell (to a Prudential Affiliate or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one a Prudential Affiliate or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C Schedule 2.2(e) attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Issuer’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company Issuer in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.2(e), an Authorized Officer of the Company may, subject to Section 2B(62.2(g), elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier or email within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being herein called (an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(62.2(g) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 2.2(f) attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 5 minutes after Prudential shall have provided any interest rate quotes pursuant to Section 2B(4) or such shorter period as Prudential may specify to the Company (such period herein called the “Acceptance Window”), an Authorized Officer of the Company may, subject to Section 2B(6), elect to accept a Quotation such interest rate quotes as to not less than the equivalent of $5,000,000 aggregate principal amount of the Notes specified in the related Request for Purchase (in the Available Currency specified in the Request for Purchase). Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or in person within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Notes (each such Note being herein called an “Accepted Note” and ”) as to which such acceptance being (herein called an “Acceptance”)) relates. The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(6) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more a Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2B(62.2(f), elect to accept on behalf of the Company a Quotation as to the aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or email (signed .pdf) within the Acceptance Window that the Company elects to accept such Quotation, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”). The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called ​ the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(62.2(f) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 3 attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(4) or such shorter period as Prudential may specify to the Company (such period herein called the “Acceptance Window”), an Authorized Officer of the Company may, subject to Section paragraph 2B(6), elect to accept a Quotation such interest rate quotes as to the not less than $25,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone (confirmed subsequently in writing) or electronic mail transmission within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note, together with each Series A Note, Series B Note, Series C Note and Series D Note, being herein called an “Accepted Note” and ”) as to which such acceptance being (herein called an “Acceptance”)) relates. The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section paragraph 2B(6) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more a Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance DayDay for any Accepted Note other than the Series A Notes, Series B Notes, Series C Notes and Series D Notes, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C D attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section paragraph 2B(6), elect to accept on behalf of the Company a Quotation as to the aggregate principal amount of the Shelf Notes specified in the related Request for Purchase (each such Shelf Note being herein called an “"Accepted Note” " and such acceptance being herein called an “"Acceptance”"). The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “"Acceptance Day” " for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotation. Subject to Section paragraph 2B(6) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more a Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “"Confirmation of Acceptance”"). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.2(e), an Authorized Officer of the Company may, subject to Section 2B(62.2(g), elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone, telecopier or e-mail within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being herein called (an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(62.2(g) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C Schedule 2.2(f) attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2B(6)2.6, elect to accept on behalf of the Company a Quotation as to the aggregate principal amount of the Shelf Notes specified in the related Request for Purchase (each such Shelf Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”). The day the Company notifies MetLife of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential MetLife does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(6) 2.6 and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential MetLife Affiliates, and Prudential agrees such MetLife Affiliates agree to purchase, or to cause the purchase by one or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential Company and each Prudential MetLife Affiliate which is to purchase any such Accepted Notes (each, a “Purchaser” and collectively, the “Purchasers”) will execute a confirmation of such Acceptance substantially in the form of Exhibit C 3 attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential MetLife within three (3) Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may MetLife may, after consultation with the Purchasers (as necessary), at its election at any time prior to its MetLife’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(5) or such shorter period as Prudential may specify to the Company (such period herein called the “Acceptance Window”), an Authorized Officer of the Company may, subject to Section 2B(6paragraph 2B(7), elect to accept a Quotation such interest rate quotes as to the not less than $25,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being (herein called an “Acceptance”)) relates. The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(6paragraph 2B(7) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more a Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C D attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to Section 2.6 or, in the event that due to conditions in the market place it shall not be feasible to hold such interest rate quotes open for 30 minutes, such shorter period as Prudential may specify to the Company (such period being the "Acceptance Window"), an Authorized Officer of the Company may, subject to Section 2B(6)2.8, elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by e-mail, telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 1:30 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “"Accepted Note” and ") as to which such acceptance being herein called (an “"Acceptance”)") relates. The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “"Acceptance Day” " for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(6) 2.8 and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 2.7 attached hereto (herein called a “"Confirmation of Acceptance”"). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2E, an Authorized Officer of the Company applicable Issuer may, subject to Section 2B(6)paragraph 2G, elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 (or its equivalent in another Available Currency) aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the applicable Issuer, notifying NYLIM by telephone or facsimile transmission within the Acceptance Window that such Issuer, elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being (herein called an “Acceptance”)) relates. The day the Company applicable Issuer notifies NYLIM of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential NYLIM does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(6) paragraph 2G and the other terms and conditions hereof, the Company applicable Issuer agrees to sell (to a NYLIM Affiliate or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential NYLIM agrees to purchase, or to cause the purchase by one a NYLIM Affiliate or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the applicable Issuer Subsidiary (if applicable), Prudential and each Prudential NYLIM Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C D attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the applicable Issuer Subsidiary (if applicable) should fail to execute and return to Prudential NYLIM within three Business Days following such Issuer’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential NYLIM or any NYLIM Affiliate may at its election at any time prior to its NYLIM’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company applicable Issuer in writing.

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

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(5) or such shorter period as Prudential may specify to the Acceptance WindowCompany (such period herein called the "ACCEPTANCE WINDOW"), an Authorized Officer of the Company may, subject to Section 2B(6paragraph 2B(7), elect to accept a Quotation such interest rate quotes as to the not less than $5,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and "ACCEPTED NOTE") as to which such acceptance being (herein called an “Acceptance”)"ACCEPTANCE") relates. The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” "ACCEPTANCE DAY" for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(6paragraph 2B(7) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more a Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”"CONFIRMATION OF ACCEPTANCE"). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2B(62.2(f), elect to accept on behalf of the Company a Quotation as to the aggregate principal amount of the Shelf Notes specified in the related Request for Purchase (each such Shelf Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”); provided, however, that no acceptance can be made with respect to any Quotation any time prior to 9:30 a.m. or later than 1:30 p.m. New York city local time. The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(62.2(f) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.2(e), an Authorized Officer of the Company may, subject to Section 2B(62.2(g), elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone, telecopier or e-mail within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being herein called (an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(62.2(g) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C Schedule 2.2(f) attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s 3578247962676392 -4- receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2E, an Authorized Officer of the Company may, subject to Section 2B(6)paragraph 2G, elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying NYLIM by telephone or facsimile transmission within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being (herein called an “Acceptance”)) relates. The day the Company notifies NYLIM of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential NYLIM does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(6) paragraph 2G and the other terms and conditions hereof, the Company agrees to sell (to a NYLIM Affiliate or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential NYLIM agrees to purchase, or to cause the purchase by one a NYLIM Affiliate or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential Company and each Prudential NYLIM Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C D attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential NYLIM within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential NYLIM or any NYLIM Affiliate may at its election at any time prior to its NYLIM’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

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

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2B(4), an Authorized Officer of the Company Issuer may, subject to Section paragraph 2B(6), elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Issuer notifying Prudential by telephone or telecopier within the Acceptance Window that the Issuer elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “"Accepted Note” and ") as to which such acceptance being (herein called an “"Acceptance”)") relates. The day the Company Issuer notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “"Acceptance Day” " for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section paragraph 2B(6) and the other terms and conditions hereof, the Company Issuer agrees to sell (to a Prudential Affiliate or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one a Prudential Affiliate or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “"Confirmation of Acceptance”"). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Issuer's receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential's receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company Issuer in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any Quotation provided pursuant to Section 2(e), an Authorized Officer of the Company may, subject to Section 2B(62(g), elect to accept a such Quotation as to the not less than $5,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying MetLife by telephone or telefacsimile within the Acceptance Window that the Company elects to accept such Quotation, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being herein called (an “Acceptance”)) relates. The day the Company notifies MetLife of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential MetLife does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(62(g) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliatesa MetLife Affiliate, and Prudential MetLife agrees to purchase, or to cause the purchase by one or more Prudential Affiliates a MetLife Affiliate of, the Accepted Notes at 100% of the principal amount of such Shelf Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential MetLife and each Prudential MetLife Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C Schedule 2(f) attached hereto (herein called a “Confirmation of Acceptance”). If the Accepted Note bears a floating interest rate, then the Floating Rate Note Margin specified in the Confirmation of Acceptance shall remain constant for the life of such Note. If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential MetLife within three (3) Business Days following the Company’s receipt thereof of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential MetLife may at its election at any time prior to its MetLife’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.1(e), an Authorized Officer of the Company may, subject to Section 2B(62.1(g), elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone, email or telecopier within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Notes (each such Note being herein called an “Accepted Note” and ”) as to which such acceptance being herein called (an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(62.1(g) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 2.1(f) attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2B(6the terms of paragraph 2A(6), elect to accept on behalf of the Company a Quotation as to the aggregate principal amount of the Private Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window that the Company elects to accept such Quotation, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance (being herein called an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(6paragraph 2A(6) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2(e), an Authorized Officer of the Company may, subject to Section 2B(62(g), elect to accept a Quotation such interest rate quotes as to the not less than $5,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone, email or telecopier within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being herein called (an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(62(g) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 3 attached hereto (herein called a “Confirmation of Acceptance”). Notwithstanding the Acceptance of any interest rate quote, if the related Request for Purchase contains any updates to the representations or warranties contained in Section 5 hereof or any updated Schedules to this Agreement, then Prudential or any Prudential Affiliate may, in its sole discretion, decline to execute a Confirmation of Acceptance with respect to the Accepted Notes relating to such Acceptance and there shall be no agreement of purchase and sale with respect to such Accepted Note. Prudential agrees to notify the Company of any such declination by Prudential or any Prudential Affiliate with respect to any Accepted Notes and no Cancellation Fee or Delayed Delivery Fee shall be due from the Company with respect to such Accepted Notes. If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2B(4), an Authorized Officer of the Company may, subject to Section paragraph 2B(6), elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or facsimile transmission within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being (herein called an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section paragraph 2B(6) and the other terms and conditions hereof, the Company agrees to sell (to a Prudential Affiliate or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one a Prudential Affiliate or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C D attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, an Authorized a Responsible Officer of the Company specified in such Request for Purchase may, subject to Section 2B(62.2(f), elect to accept on behalf of the Company a Quotation as to not less than $10,000,000 of the aggregate principal amount of the Shelf Notes specified in the related Request for Purchase (each such Shelf Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”)) in accordance with the notice provisions in Section 18. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(62.2(f) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more and/or a Prudential AffiliatesParty, and Prudential and/or such Prudential Party agrees to purchase, or to purchase and/or cause the purchase by one or more a Prudential Affiliates Party of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate Party which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 2.2(e) attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2E or such other period as Prudential may specify to the Company (such period being the “Acceptance Window”), an Authorized Officer of the Company may, subject to Section 2B(6)paragraph 2G, elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being herein called (an “Acceptance”)) relates. The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(6) paragraph 2G and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Shelf Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three two Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2B(4), an Authorized Officer of the Company may, subject to Section paragraph 2B(6), elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being (herein called an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section paragraph 2B(6) and the other terms and conditions hereof, the Company agrees to sell (to a Prudential Affiliate or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one a Prudential Affiliate or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C D attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within The Consultant acknowledges that she has been given a period of twenty-one (21) days within which to consider this Mutual Release, unless applicable law requires a longer period, in which case the Acceptance WindowConsultant shall be advised of such longer period and such longer period shall apply. The Consultant represents and warrants that she has had sufficient opportunity to consider this Mutual Release, has carefully read it and understands all of its terms and understands that it is valid, binding and enforceable against the Consultant and the Company in accordance with its terms. The Consultant further acknowledges, understands and agrees that that the general release of claims in above includes, but is not limited to, a waiver and release of all claims that she may have under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”) arising up to and including the date that she signs this Mutual Release. As required by the Older Workers Benefit Protection Act of 1990, the Consultant is hereby advised that: • She is not waiving any rights or claims under the ADEA that may arise after the date she sign this Mutual Release; • She should consult with an Authorized Officer attorney of her choice concerning her rights and obligations under this Mutual Release before signing this Mutual Release; • She should fully consider this Mutual Release before signing it; • nothing in this Mutual Release prevents or precludes you from challenging (or seeking a determination of) the validity of the Company maywaiver under the ADEA; • she has 21 days from the date she received this Mutual Release to consider whether or not she wants to sign it. The Consultant also should understand that she may use as much or as little of the 21-day period as she wishes before deciding whether or not to sign this Mutual Release; • if the Consultant does not sign and return this Mutual Release within the required time period, subject then the Company’s offer to Section 2B(6)provide you with the severance and other payments described herein above, elect to accept a Quotation as will automatically terminate; • at any time within 7 days after signing this Mutual Release, the Consultant may change her mind and revoke her acceptance of this Mutual Release. To be effective, the Consultant’s revocation must be in writing and either hand-delivered or sent electronically to the aggregate principal amount of the Notes specified in the related Request for Purchase (each such Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”). The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire7-day period. • this Mutual Release is not effective or enforceable until (and if) the revocation period has passed without a revocation; • if the Consultant exercises her right to revoke, and no purchase or sale of Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(6) and the other terms and conditions hereofthis Mutual Release (including, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Daywithout limitation, the Company’s offer to provide you with the severance and other payments described herein and the mutual release of claims will not be enforceable; and • if the Consultant does not revoke her acceptance of this Mutual Release, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes eighth day following that date that the Consultant signs this Mutual Release will execute a confirmation of such Acceptance substantially in be the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingeffective date.

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

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 1F or in the Acceptance Windowevent that due to conditions in the market place it shall not be feasible to hold such interest rate quotes open 30 minutes, an Authorized Officer of such shorter period as Prudential may specify to the Company (such period herein called the "ACCEPTANCE WINDOW"), the Company may, subject to Section 2B(6)paragraph 1H, elect to accept a Quotation such interest rate quotes as to the not less than $2,500,000 aggregate principal amount of the Term Notes specified in the related Request for Purchase Purchase, unless the Available Facility Amount at such time is less than $2,500,000, in which case the Company may elect to accept such interest rate quotes as to the then Available Facility Amount. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Term Notes (each such Term Note being herein called an “Accepted Note” and "ACCEPTED NOTE") as to which such acceptance being (herein called an “Acceptance”)"ACCEPTANCE") relates. The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” "ACCEPTANCE DAY" for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Term Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(6) paragraph 1H and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more a Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount thereof. Prior to the close of such Notes, which purchase price shall be paid in business on the currency in which such Notes are to be denominated. As soon as practicable Business Day next following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”"CONFIRMATION OF ACCEPTANCE"). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section paragraph 2B(6), elect to accept on behalf of the Company a Quotation as to the aggregate principal amount of the Shelf Notes specified in the related Request for Purchase (each such Shelf Note being herein called an “"Accepted Note” " and such acceptance being herein called an “"Acceptance”"). The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “"Acceptance Day” " for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotation. Subject to Section paragraph 2B(6) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more a Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “"Confirmation of Acceptance”"). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2E or such shorter period as Prudential may specify to the Acceptance WindowCompany (such period being the "ACCEPTANCE WINDOW"), an Authorized Officer of the Company may, subject to Section 2B(6)paragraph 2G, elect to accept a Quotation such interest rate quotes as to the not less than $5,000,000 aggregate principal amount of the Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Notes (each such Note being herein called an “Accepted Note” and "ACCEPTED NOTE") as to which such acceptance being herein called (an “Acceptance”)"ACCEPTANCE") relates. The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” "ACCEPTANCE DAY" for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(6) paragraph 2G and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”"CONFIRMATION OF ACCEPTANCE"). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three two Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time after such two day Business Day period and prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.1(e), an Authorized Officer of the Company may, subject to Section 2B(62.1(g), elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being herein called (an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(62.1(g) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 3 attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2B(62.2(f), elect to accept on behalf of the Company a Quotation as to the aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window that the Company elects to accept such Quotation, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”). The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(62.2(f) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 2(e) attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

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

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

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2B(5), an Authorized Officer of the Company may, subject to Section 2B(6paragraph 2B(7), elect to accept a Quotation such interest rate quotes as to the not less than $10,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being (herein called an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(6paragraph 2B(7) and the other terms and conditions hereof, the Company agrees to sell (to a Prudential Affiliate or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one a Prudential Affiliate or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowPromptly after delivery to Customer by Vendor of any Deliverable, an Authorized Officer of the Company may, subject Customer shall have up to Section 2B(6), elect to accept a Quotation thirty (30) days or such other period as to the aggregate principal amount of the Notes specified agreed in the related Request for Purchase SOW (each such Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”). The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” Testing Period”) to review, test, and evaluate such Deliverable to determine whether the Deliverable meets, to Customer’s reasonable satisfaction, the Acceptance Criteria, and if no Acceptance Criteria is listed, the specifications or other requirements as agreed to in writing for such Accepted NotesDeliverable. Any Quotation as Acceptance will be implied: (i) if Vendor gives Customer notice after the Acceptance Testing Period requesting Customer provide formal notice of Acceptance and Customer fails to which Prudential does respond within ten (10) business days; or (ii) if Customer puts the Deliverable into full production for five (5) Business Days. Acceptance will not receive an Acceptance be implied from any other event. If, within the Acceptance Window shall expireTesting Period, Customer does not accept the Deliverable by providing Vendor with notice of such non-acceptance in writing within such Acceptance Testing Period, and no purchase or sale of Notes hereunder Acceptance is not implied, the Deliverable shall be made based on deemed rejected by Customer. Customer may provide Vendor with a description of the inadequacies, defects, deficiencies, or other problems in any rejected Deliverable, and in such expired Quotationevent, Vendor shall have fifteen (15) days following receipt of such list or description to correct such problems and to deliver a corrected Deliverable to Customer for Customer’s review and acceptance as set forth above. Subject In the event Customer does not accept such corrected Deliverable after two resubmissions , Customer may, in its sole discretion and in addition to Section 2B(6any other remedies available to it under this Agreement or otherwise, whether at law, in equity, or otherwise: (a) retain such Deliverable (including any applicable documentation) and pay to Vendor the other terms and conditions hereof, the Company agrees related outstanding fees; (b) grant Vendor an additional period of time in which to sell correct problems in such Deliverable; or (or c) deem Vendor’s failure to cause provide Customer with an acceptable Deliverable to be a material breach of this Agreement and/or the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall SOW. The “Acceptance Criteria” will be paid set forth in the currency in which such Notes are to be denominatedapplicable SOW. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS

Acceptance. Within By accepting this Agreement through the Acceptance Window, an Authorized Officer of the Company may, subject to E*Trade system (as described in Section 2B(61(b) above), elect to accept a Quotation the Director is accepting the Restricted Stock Unit Award as set forth in this Agreement and agreeing to the aggregate principal amount of the Notes specified in the related Request for Purchase (each such Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”). The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(6) and the other terms and conditions hereof, including all provisions of the Company agrees to sell (or to cause Plan. The Director is further acknowledging that a copy of the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential AffiliatesPlan is available for the Director's review as part of the E*Trade delivery system, as publicly filed with the Company's securities filings, and Prudential agrees with representative Human Resources personnel. End of Agreement. EXHIBIT A CONSENT OF SPOUSE I, ____________________________, spouse of _____________________, acknowledge that I have read the Restricted Stock Unit Award Agreement dated as of __________, 20__ (the "Agreement") and that I know its contents. Capitalized terms used and not defined herein shall have the meanings assigned to purchasesuch terms in the Agreement. I am aware that, or to cause the purchase by one or more Prudential Affiliates ofits provisions, the Accepted Notes at 100% Restricted Units owned by my spouse are subject to forfeiture in favor of Alpharma Inc. (the principal amount of such Notes"Company") and that, which purchase price shall accordingly, the Restricted Units shall, upon a forfeiture event, be paid in the currency in which such Notes are automatically forfeited to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary and this may include Restricted Units of which I may become possessed as a result of a court decree and/or any property settlement in any domestic litigation (or otherwise). I hereby agree that my interest, if applicable)any, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form Restricted Units subject to the Agreement shall be irrevocably bound by the Agreement and I further understand and agree that any community property interest I may have in the Restricted Units shall be similarly bound by the Agreement. I agree to the Company's forfeiture rights described in the Agreement and I hereby consent to the forfeiture of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Restricted Units to the Company and in accordance with the Issuer Subsidiary (provisions of the Agreement. Further, as part of the consideration for the Agreement, I agree that, at my death, if applicable) should fail I have not disposed of any interest of mine in the Restricted Units by an outright bequest of the Restricted Units to execute and return my spouse, then the Company shall have the same rights against my legal representative to Prudential within three Business Days following receipt thereof a Confirmation exercise its rights of Acceptance forfeiture with respect to any Accepted Notesinterest of mine in the Restricted Units as it would have had pursuant to the Agreement if I had acquired such interest pursuant to a court decree in domestic litigation. I AM AWARE THAT THE LEGAL, Prudential may at its election at any time prior to its receipt thereof cancel FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OF COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT. Dated as of the closing with respect to such Accepted Notes by so notifying the Company in writing._______ day of ________________, 20__. ______________________ Print name

Acceptance. Within The Executive acknowledges that she has been given a period of twenty-one (21) days within which to consider this Mutual Release, unless applicable law requires a longer period, in which case the Acceptance WindowExecutive shall be advised of such longer period and such longer period shall apply. The Executive represents and warrants that she has had sufficient opportunity to consider this Mutual Release, has carefully read it and understands all of its terms and understands that it is valid, binding and enforceable against the Executive and the Company in accordance with its terms. The Executive further acknowledges, understands and agrees that that the general release of claims above includes, but is not limited to, a waiver and release of all claims that she may have under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”) arising up to and including the date that she signs this Mutual Release. As required by the Older Workers Benefit Protection Act of 1990, the Executive is hereby advised that: • She is not waiving any rights or claims under the ADEA that may arise after the date she sign this Mutual Release; • She should consult with an Authorized Officer attorney of her choice concerning her rights and obligations under this Mutual Release before signing this Mutual Release; • She should fully consider this Mutual Release before signing it; • nothing in this Mutual Release prevents or precludes the Executive from challenging (or seeking a determination of) the validity of the Company maywaiver under the ADEA; • she has 21 days from the date she received this Mutual Release to consider whether or not she wants to sign it. The Executive also should understand that she may use as much or as little of the 21-day period as she wishes before deciding whether or not to sign this Mutual Release; • if the Executive does not sign and return this Mutual Release within the required time period, subject then the Company’s offer to Section 2B(6)provide her with the severance and other payments described herein above, elect to accept a Quotation as will automatically terminate; • at any time within 7 days after signing this Mutual Release, the Executive may change her mind and revoke her acceptance of this Mutual Release. To be effective, the Executive’s revocation must be in writing and either hand-delivered or sent electronically to the aggregate principal amount of the Notes specified in the related Request for Purchase (each such Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”). The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire7-day period. • this Mutual Release is not effective or enforceable until (and if) the revocation period has passed without a revocation; • if the Executive exercises her right to revoke this Mutual Release (including, and no purchase or sale of Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(6) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Daywithout limitation, the Company’s offer to provide the Executive with the severance and other payments described herein and the mutual release of claims will not be enforceable; and • if the Executive does not revoke her acceptance of this Mutual Release, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes eighth day following that date that the Executive signs this Mutual Release will execute a confirmation of such Acceptance substantially in be the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingeffective date.

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2D or such shorter period as Prudential may specify to the Issuer (such period herein called the “Acceptance Window”), an Authorized Officer of the Company Issuer may, subject to Section 2B(6)paragraph 2F, elect to accept a Quotation such interest rate quotes as to the not less than $5,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Issuer notifying Prudential by telephone or facsimile within the Acceptance Window that the Issuer elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being (herein called an “Acceptance”)) relates. The day the Company Issuer notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(6) paragraphs 2B and 2F and the other terms and conditions hereof, the Company Issuer agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one or of more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Accepted Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company Issuer in writing.

Acceptance. Within 5 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(4) or such shorter period as Prudential may specify to the Company (such period herein called the "Acceptance Window"), an Authorized Officer of the Company may, subject to Section paragraph 2B(6), elect to accept a Quotation such interest rate quotes as to the not less than $5,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “"Accepted Note” and ") as to which such acceptance being (herein called an “"Acceptance”)") relates. The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “"Acceptance Day” " for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section paragraph 2B(6) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more a Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C D attached hereto (herein called a “"Confirmation of Acceptance”"). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within five minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(4), or such shorter period as Prudential may specify to the Acceptance WindowCompany (such period herein called the "ACCEPTANCE WINDOW"), an Authorized Officer of the Company may, subject to Section paragraph 2B(6), elect to accept a Quotation such interest rate quotes as to the not less than $5,000,000 aggregate principal amount of the Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telefacsimile within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Notes (each such Note being herein called an “Accepted Note” and "ACCEPTED NOTE") as to which such acceptance being (herein called an “Acceptance”)"ACCEPTANCE") relates. The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” "ACCEPTANCE DAY" for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section paragraph 2B(6) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more a Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”"CONFIRMATION OF ACCEPTANCE"). --------- If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2B(63.2(f), elect to accept on behalf of the Company a Quotation as to not less than $5,000,000 (or its equivalent in another Applicable Currency as determined at the rate of exchange determined by Prudential at the time the Company accepts the relevant Quotation pursuant hereto) aggregate principal amount of the Shelf Notes specified in the related Request for Purchase (each such Shelf Note being herein called an “Accepted Note” and such acceptance being herein called an “Acceptance”). The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(63.2(f) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Shelf Notes, which purchase price shall be paid in the currency Applicable Currency in which such Shelf Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 3 attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.. (f)

Acceptance. Within Optionee hereby acknowledges receipt of a copy of the Acceptance WindowPlan, an Authorized Officer represents that Optionee has read and understands the terms and provisions thereof, and accepts this Option subject to all the terms and conditions of the Plan and this Stock Option Grant. Optionee acknowledges that there may be adverse tax consequences upon exercise of this Option or disposition of the Shares and that Optionee should consult a tax adviser prior to such exercise or disposition. OPTIONEE By: /s/ Xxxxx Xxxxxxxxxxx EXHIBIT 1 TO STOCK OPTION GRANT STOCK OPTION EXERCISE AGREEMENT This Agreement is made this day of , between CyberSource Corporation, a Delaware corporation (the “Company”), and the optionee named below (“Optionee”). Optionee: Address: Total Shares Subject to Option: Exercise Price Per Share: Date of Grant: Expiration Date of Option Type of Option: Nonqualified Optionee hereby delivers to the Company the Aggregate Purchase Price, to the extent permitted in the Option Grant, as follows [check as applicable and complete]: ¨ cash (check) in the amount of $ , receipt of which is acknowledged by the Company; ¨ by delivery of fully-paid, nonassessable and vested shares of the Common Stock of the Company mayowned by Optionee and owned free and clear of all liens, subject to Section 2B(6)claims, elect to accept a Quotation as encumbrances or security interests, valued at the current fair market value of $ per share (determined in accordance with the Plan) (but only to the aggregate principal extent that such exercise would not result in an accounting compensation change with respect to the Shares used to pay the exercise price unless otherwise determined by the Committee); ¨ by the waiver hereby of compensation due or accrued for services rendered in the amount of $ ; or ¨ by delivery of a “same day sale” commitment from the Notes specified in Optionee and a broker dealer that is a member of the related Request for Purchase National Association of Securities Dealers, Inc. (each such Note being herein called an “Accepted Note” NASD Dealer”) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased to pay for the exercise price of $ and whereby the NASD Dealer irrevocably commits upon receipt of such acceptance being herein called an “Acceptance”Shares to forward the exercise price directly to the Company (this payment method may be used only if a public market for the Company’s stock exists). The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(6) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to Prudential or one or more Prudential Affiliates, and Prudential agrees to purchase, or to cause the purchase by one or more Prudential Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.Optionee hereby agree as follows:

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2B(6the terms of paragraph 2A(6), elect to accept on behalf of the Company a Quotation as to the aggregate principal amount of the Private Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window that the Company elects to accept such Quotation, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance (being herein called an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired Quotation. Subject to Section 2B(6paragraph 2A(6) and the other terms and conditions hereof, the Company applicable Issuer agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to Section 2.2(e) or such shorter period as Prudential may specify to the Company (such period herein called the “Acceptance Window”), an Authorized Officer of the Company may, subject to Section 2B(62.2(g), elect to accept a Quotation such interest rate quotes as to not less than a $10,000,000 (or such lesser amount as is equal to the Available Facility Amount if the Available Facility Amount is less than $10,000,000 at such time) aggregate principal amount of the Shelf Notes specified in the related Request for Purchase Purchase. Such election shall be made by a Responsible Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “Accepted Note” and ”) as to which such acceptance being (herein called an “Acceptance”)) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on any such expired Quotationinterest rate quotes. Subject to Section 2B(62.2(g) and the other terms and conditions hereof, the Company agrees to sell (or to cause the applicable Issuer Subsidiary to sell) to a Prudential or one or more Prudential AffiliatesAffiliate, and Prudential agrees to purchase, or to cause the purchase by one or more a Prudential Affiliates Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, the Issuer Subsidiary (if applicable), Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit C 2.2(f) attached hereto (herein called a “Confirmation of Acceptance”). If the Company and the Issuer Subsidiary (if applicable) should fail to execute and return to Prudential within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its receipt thereof cancel the closing Closing with respect to such Accepted Notes by so notifying the Company in writing.