Common use of Acceptance and Payment Clause in Contracts

Acceptance and Payment. To accept such Disposition Prepayment Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Company not later than twenty (20) days after the date of such written notice from the Company, provided, that failure to accept such offer in writing within twenty (20) days after the date of such written notice shall be deemed to constitute a rejection of the Disposition Prepayment Offer. If so accepted by any holder of a Note, such offered prepayment (equal to not less than such holder’s Ratable Portion of the Net Proceeds from the relevant Disposition) shall be due and payable on the Disposition Prepayment Date. Within two (2) Business Days after the end of such twenty (20) day period, the Company shall offer, in writing, to each holder of Notes that shall have accepted its offer to prepay made pursuant to this Section 8.4(a)(ii), to prepay on the specified Disposition Prepayment Date an additional portion of such holder’s Notes in a principal amount equal to its ratable share (based upon the ratio of the outstanding principal amount of Notes held by such holder at such time to the aggregate outstanding principal amount of Notes held at such time by all holders which have also accepted their respective offers to prepay made pursuant to this Section 8.4(a)(ii)) of the aggregate amount offered to holders of Notes that have rejected, or been deemed to have rejected, the Disposition Prepayment Offer (a “Secondary Disposition Prepayment Offer”); provided that such holder may specify that it will accept prepayment of a greater portion of its Notes, should any of the Secondary Disposition Prepayment Offers be rejected, in which event the Company will allocate the aggregate amount of Secondary Disposition Prepayment Offers so rejected among the holders so specifying ratably in accordance with the respective additional amounts so specified. To accept any Secondary Disposition Prepayment Offer under this Section 8.4(a)(ii), a holder of Notes shall cause a written notice of such acceptance to be delivered to the Company not later than the earlier of the Disposition Prepayment Date or ten (10) days after the date of receipt by such holder of such Secondary Disposition Prepayment Offer (it being understood that the failure by a holder to accept such Secondary Disposition Prepayment Offer as provided herein prior to the earlier of such dates shall be deemed to constitute a rejection of said offer). The aggregate prepayment to be made pursuant to this Section 8.4(a)(ii) (including, without limitation, the amount to be prepaid as the result of acceptances of Secondary Disposition Prepayment Offers) shall be made at one hundred percent (100%) of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Disposition Prepayment Date, but without the Make-Whole Amount.

Acceptance and Payment. To accept such Disposition Prepayment Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Company not later than twenty (20) days after the date of such written notice from the Company, provided, that failure to accept such offer in writing within twenty (20) days after the date of such written notice shall be deemed to constitute a rejection of the Disposition Prepayment Offer. If so accepted by any holder of a Note, such offered prepayment (equal to not less than such holder’s Ratable Portion of the Net Proceeds from the relevant Disposition) shall be due and payable on the Disposition Prepayment Date. Within two (2) Business Days after the end of such twenty (20) day period, the Company shall offer, in writing, to each holder of Notes that shall have accepted its offer to prepay made pursuant to this Section 8.4(a)(ii8.4(b), to prepay on the specified Disposition Prepayment Date an additional portion of such holder’s Notes in a principal amount equal to its ratable share (based upon the ratio of the outstanding principal amount of Notes held by such holder at such time to the aggregate outstanding principal amount of Notes held at such time by all holders which have also accepted their respective offers to prepay made pursuant to this Section 8.4(a)(ii8.4(b)) of the aggregate amount offered to holders of Notes that have rejected, or been deemed to have rejected, the Disposition Prepayment Offer (a “Secondary Disposition Prepayment Offer”); provided that such holder may specify that it will accept prepayment of a greater portion of its Notes, should any of the Secondary Disposition Prepayment Offers be rejected, in which event the Company will allocate the aggregate amount of Secondary Disposition Prepayment Offers so rejected among the holders so specifying ratably in accordance with the respective additional amounts so specified. To accept any Secondary Disposition Prepayment Offer under this Section 8.4(a)(ii8.4(b), a holder of Notes shall cause a written notice of such acceptance to be delivered to the Company not later than the earlier of the Disposition Prepayment Date or ten (10) days after the date of receipt by such holder of such Secondary Disposition Prepayment Offer (it being understood that the failure by a holder to accept such Secondary Disposition Prepayment Offer as provided herein prior to the earlier of such dates shall be deemed to constitute a rejection of said offer). The aggregate prepayment to be made pursuant to this Section 8.4(a)(ii8.4(b) (including, without limitation, the amount to be prepaid as the result of acceptances of Secondary Disposition Prepayment Offers) shall be made at one hundred percent (100%) of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Disposition Prepayment Date, but without the Make-Whole Amount.

Acceptance and Payment. To accept such Disposition Prepayment Offer, a A holder of Notes shall cause may accept or reject the offer to prepay pursuant to this Section 8.6 by causing a notice of such acceptance or rejection to be delivered to the Company not later than twenty (20) at least 10 days after prior to the date Sale of such written notice from Assets Prepayment Date. A failure by a holder of the Company, provided, that failure Notes to accept such respond to an offer in writing within twenty (20) days after the date of such written notice to prepay made pursuant to this Section 8.6 shall be deemed to constitute a rejection of the Disposition Prepayment Offersuch offer by such holder. If so accepted by any holder of a Noteaccepted, such offered prepayment (equal to not less than such holder’s in respect of the Ratable Portion of the Net Proceeds from the relevant Disposition) Notes of each holder that has accepted such offer shall be due and payable on the Disposition Sale of Assets Prepayment Date. Within two Such offered prepayment shall be made at 100% of the aggregate Ratable Portion of the Notes of each holder that has accepted such offer, together with interest on that portion -19- of the Notes then being prepaid accrued to the Sale of Assets Prepayment Date but without any Make-Whole Amount. (c) Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.6 shall be accompanied by a certificate, executed by a Senior Financial Officer and dated the date of such offer, specifying (1) the Sale of Assets Prepayment Date, (2) Business Days after the end of that such twenty (20) day period, the Company shall offer, in writing, to each holder of Notes that shall have accepted its offer to prepay is being made pursuant to this Section 8.4(a)(ii), to prepay on the specified Disposition Prepayment Date an additional portion of such holder’s Notes in a principal amount equal to its ratable share (based upon the ratio of the outstanding principal amount of Notes held by such holder at such time to the aggregate outstanding principal amount of Notes held at such time by all holders which have also accepted their respective offers to prepay made pursuant to this Section 8.4(a)(ii)) of the aggregate amount offered to holders of Notes that have rejected, or been deemed to have rejected, the Disposition Prepayment Offer (a “Secondary Disposition Prepayment Offer”); provided that such holder may specify that it will accept prepayment of a greater portion of its Notes, should any of the Secondary Disposition Prepayment Offers be rejected, in which event the Company will allocate the aggregate amount of Secondary Disposition Prepayment Offers so rejected among the holders so specifying ratably in accordance with the respective additional amounts so specified. To accept any Secondary Disposition Prepayment Offer under this Section 8.4(a)(ii), a holder of Notes shall cause a written notice of such acceptance to be delivered to the Company not later than the earlier of the Disposition Prepayment Date or ten (10) days after the date of receipt by such holder of such Secondary Disposition Prepayment Offer (it being understood 8.6 and that the failure by a holder to accept respond to such Secondary Disposition Prepayment Offer as provided herein prior offer by the deadline established in Section 8.6(b) shall result in such offer to such holder being deemed rejected, (3) the earlier Ratable Portion of each such dates shall be deemed to constitute a rejection of said offer). The aggregate prepayment Note offered to be made pursuant to this Section 8.4(a)(iiprepaid, (4) (including, without limitation, the amount interest that would be due on the Ratable Portion of each such Note offered to be prepaid as the result of acceptances of Secondary Disposition Prepayment Offers) shall be made at one hundred percent (100%) of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Disposition Sale of Assets Prepayment Date, but without (5) that the Make-Whole Amount.conditions of this Section 8.6 have been satisfied and (6) in reasonable detail, a description of the nature and date of the Sale of Assets Prepayment Event giving rise to such offer of prepayment. Section 8.7 Offer to Prepay Notes in the Event of a Change in Control. (a) Notice of Change in Control or Control Event. The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control or, to the extent such information has been disclosed to the public generally, any Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to Section 8.7(b). If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in Section 8.7(c) and shall be accompanied by the certificate described in Section 8.7(g). (b)

Acceptance and Payment. To accept such Disposition Prepayment Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Company not later than twenty (20) days after the date of such written notice from the Company, provided, that failure to accept such offer in writing within twenty (20) days after the date of such written notice shall be deemed to constitute a rejection of the Disposition Prepayment Offer. If so accepted by any holder of a Note, such offered prepayment (equal to not less than such holder’s Ratable Portion of the Net Proceeds from the relevant Disposition) shall be due and payable on the Disposition Prepayment Date. Within two (2) Business Days after the end of such twenty (20) day period, the Company shall offer, in writing, to each holder of Notes that shall have accepted its offer to prepay made pursuant to this Section 8.4(a)(ii), to prepay on the specified Disposition Prepayment Date an additional portion of such holder’s Notes in a principal amount equal to its ratable share (based upon the ratio of the outstanding principal amount of Notes held by such holder at such time to the aggregate outstanding principal amount of Notes held at such time by all holders which have also accepted their respective offers to prepay made pursuant to this Section 8.4(a)(ii)) of the aggregate amount offered to holders of the Notes that have rejected, or been deemed to have rejected, the Disposition Prepayment Offer (a “Secondary Disposition Prepayment Offer”); provided that such holder may specify that it will accept prepayment of a greater portion of its Notes, should any of the Secondary Disposition Prepayment Offers be rejected, in which event the Company will allocate the aggregate amount of Secondary Disposition Prepayment Offers so rejected among the holders so specifying ratably in accordance with the respective additional amounts so specified. To accept any Secondary Disposition Prepayment Offer under this Section 8.4(a)(ii), a holder of Notes shall cause a written notice of such acceptance to be delivered to the Company not later than the earlier of the Disposition Prepayment Date or ten (10) days after the date of receipt by such holder of such Secondary Disposition Prepayment Offer (it being understood that the failure by a holder to accept such Secondary Disposition Prepayment Offer as provided herein prior to the earlier of such dates shall be deemed to constitute a rejection of said offer). The aggregate prepayment to be made pursuant to this Section 8.4(a)(ii) (including, without limitation, the amount to be prepaid as the result of acceptances of Secondary Disposition Prepayment Offers) shall be made at one hundred percent (100%) of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Disposition Prepayment Date, but without the Make-Whole Amount.28 4894 - 1149 - 4424 v2 4874 - 1861 - 0200 v5

Acceptance and Payment. To accept such Disposition Prepayment Offer, a holder of Notes shall cause a If CLIENT does not provide written notice of such acceptance to be delivered to the Company not later than twenty (20) DOW CORNING within 30 days after the from date of such written notice from the Companyinvoice, provided, that failure to accept such offer in writing within twenty (20) days after the date of such written notice CLIENT shall be deemed to constitute a rejection have accepted SERVICES. Payment is due Net 30 days from the date of the Disposition Prepayment Offerinvoice. If so accepted by any holder Finance charges of a Note, such offered prepayment 1.5% per month (equal to not less than such holder’s Ratable Portion of the Net Proceeds from the relevant Disposition18% per annum) shall be due assessed on slow payment to terms from the date of the DOW CORNING invoice release. CLIENT agrees to pay any and all taxes associated with this Agreement including sales, use, and VAT tax if applicable (excluding any income taxes payable on by DOW CORNING as a result of the Disposition Prepayment Dateprovision of the SERVICES). Within two CONFIDENTIAL INFORMATION ON OR ABOUT OCTOBER 15, 2004, DOW CORNING AND CLIENT ENTERED INTO A CERTAIN CONFIDENTIALITY AGREEMENT ("CDA"), PURSUANT TO WHICH DOW CORNING AGREED TO MAINTAIN AS CONFIDENTIAL CERTAIN INFORMATION BELONGING TO CLIENT. THE TERMS OF THE CONFIDENTIALITY AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN; PROVIDED, HOWEVER, THAT THE TERM OF CONFIDENTIALITY OF THE INFORMATION SET FORTH AS CONFIDENTIAL IN THE CONFIDENTIALITY AGREEMENT IS HEREBY EXTENDED TO THE LATER OF (I) TWO (2) Business Days after the end YEARS FOLLOWING THE TERMINATION OF THIS AGREEMENT; OR (II) THE EXPIRATION OF ANY APPLICABLE PROPRIETARY RIGHT IN RESPECT OF THE CONFIDENTIAL INFORMATION. ANYTHING IN THE CDA TO THE CONTRARY NOTWITHSTANDING, DOW CORNING shall, and shall cause its affiliates and each of such twenty (20) day periodtheir respective officers, the Company shall offerdirectors, employees, counsel, consultants, advisors and agents to hold, in writingthe strictest of confidence, unless compelled to each holder disclose by requirement of Notes that shall have accepted its offer to prepay made pursuant to this Section 8.4(a)(ii), to prepay on the specified Disposition Prepayment Date an additional portion of such holder’s Notes in a principal amount equal to its ratable share law (based upon the ratio of the outstanding principal amount of Notes held by such holder at such time to the aggregate outstanding principal amount of Notes held at such time by all holders which have also accepted their respective offers to prepay made pursuant to this Section 8.4(a)(ii)) of the aggregate amount offered to holders of Notes that have rejected, or been deemed to have rejected, the Disposition Prepayment Offer (a “Secondary Disposition Prepayment Offer”); provided that such holder may specify that it will accept prepayment of a greater portion of its Notes, should any of the Secondary Disposition Prepayment Offers be rejected, in which event the Company will allocate the aggregate amount of Secondary Disposition Prepayment Offers so rejected among the holders so specifying ratably in accordance with the respective additional amounts so specified. To accept any Secondary Disposition Prepayment Offer under this Section 8.4(a)(iiprocedure for such disclosure set forth below), a holder all of Notes the information provided by CLIENT to DOW CORNING. DOW CORNING acknowledges that CLIENT is the owner of certain Intellectual Property (defined below). Nothing contained in this Agreement shall cause a written notice give to DOW CORNING any ownership right, title or interest in and/or to the Intellectual Property. DOW CORNING agrees that it will not, directly or indirectly, seek or obtain any registration or right in or to any part of such acceptance the Intellectual Property or reverse engineer any of the Products that are subject of this agreement. Should DOW CORNING, however, obtain in any country, any right, title or interest in any of the Intellectual Property, it will act as an agent for, and for the benefit of CLIENT. Promptly upon request by CLIENT, DOW CORNING shall execute any and all instruments deemed by CLIENT, its attorneys or representatives, to be delivered reasonably necessary to transfer such right, title or interest to Client; and it shall not raise or cause to be raised, either during the Company not later than term of this Agreement or after its termination, on any grounds whatsoever, any questions concerning, or objections to, the earlier ownership of the Disposition Prepayment Date or ten (10) days after the date of receipt Intellectual Property by such holder of such Secondary Disposition Prepayment Offer (it being understood that the failure by a holder to accept such Secondary Disposition Prepayment Offer as provided herein prior to the earlier of such dates shall be deemed to constitute a rejection of said offer). The aggregate prepayment to be made pursuant to this Section 8.4(a)(ii) (including, without limitation, the amount to be prepaid as the result of acceptances of Secondary Disposition Prepayment Offers) shall be made at one hundred percent (100%) of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Disposition Prepayment Date, but without the Make-Whole AmountCLIENT.