Common use of Acceptance Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

Acceptance. Within the Acceptance Window, an Authorized Officer of the Company may, subject to the terms of paragraph 2FSection 3.2(f), elect to accept such interest rate quotes on behalf of the Company a Quotation as to not less than $5,000,000 (or its equivalent in another Applicable Currency as determined at the rate of exchange determined by Prudential at the time the Company accepts the relevant Quotation pursuant hereto) aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes Purchase (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which Accepted Note” and such acceptance (being herein called an “ACCEPTANCEAcceptance”) relates). The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes Quotation as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired interest rate quotesQuotation. Subject to paragraph 2F Section 3.2(f) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Shelf Notes, which purchase price shall be paid in the Applicable Currency in which such Shelf Notes are denominated. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 3 attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within by the Acceptance WindowTrustee of the Mortgage Loans. The Trustee shall acknowledge, on the Closing Date, receipt by the Trustee, of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee shall maintain possession of the related Mortgage Notes in the State of California unless otherwise permitted by the Rating Agencies. In connection with the Closing Date, the Company mayTrustee shall be required to deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Servicers an Initial Certification prior to the Closing Date, or, as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each applicable Mortgage Loan. The Trustee shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. Within 90 days after the Closing Date, the Trustee shall, for the benefit of the Holders of the Certificates, ascertain that all documents identified in the Document Certification and Exception Report in the form attached hereto as Exhibit F are in its possession, and shall deliver to the Depositor and the Servicers a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents identified in the Document Certification and Exception Report and required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2), (7) and (9) of the Mortgage Loan Schedule and items (1), (9) and (17) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. The Trustee shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. The Trustee shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The applicable Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of paragraph 2F, elect to accept such interest rate quotes other documents or instruments constituting the Custodial File as to not less than $5,000,000 aggregate principal amount come into the possession of the Private Shelf Notes specified Servicer from time to time. The Responsible Party shall deliver to the applicable Servicer copies of all trailing documents required to be included in the applicable Request for PurchaseCustodial File at the same time the original or certified copies thereof are delivered to the Trustee, including but not limited to such documents as the title insurance policy and any other Mortgage Loan Documents upon return from the public recording office. Such election documents shall be made delivered by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within Responsible Party at the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect Responsible Party's expense to such Accepted Notes by so notifying the Company in writingServicer.

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

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

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

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

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

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

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

Acceptance. Within ▇▇▇▇▇▇▇, a division of Illinois Tool Works Inc. is herein referred to as “Seller” and the Acceptance Windowcustomer purchasing products (“Products”) is herein referred to as “Purchaser.” Unless otherwise agreed in writing by Seller in a duly executed agreement which is in effect as of the date of Purchaser’s purchase, these terms and conditions of sale (“Terms”), any Seller quotation, acknowledgment, invoice and other document or form prepared or delivered by Seller (collectively, “Seller Documents” and together with these Terms, the Company may“Agreement”), subject constitute the complete terms governing the sale of Products . Seller may update these Terms at any time without notice. The current version of these Terms shall apply to all shipments made after such website has been updated. Please refer to Section 34 if the Seller is Located (as defined in Section 34) outside the United States. SELLER HEREBY REJECTS ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY PURCHASER, WHETHER OR NOT CONTAINED IN ANY OF PURCHASER’S BUSINESS FORMS OR ON PURCHASER’S WEBSITE, AND SUCH ADDITIONAL OR DIFFERENT TERMS WILL BE OF NO EFFECT. These Terms are applicable to all sales of Products, all Seller Documents, and all purchase orders (“Purchase Orders”) from Purchaser. No site usage agreement or any other click through agreement on a website will have any applicability or binding effect whether or not Seller clicks on an “ok,” “I accept,” or similar acknowledgment. Commencement of any work by Seller, or Purchaser’s acceptance of delivery of any Products , will manifest Purchaser’s assent to the Agreement. Additional or different terms of paragraph 2F, elect applicable to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes a particular sale may only be specified in the applicable Request for Purchasebody of a Seller Document or expressly agreed to in writing by the parties. Such election shall be made In the event of a conflict, the following order of precedence will apply: (a) terms expressly agreed to in writing and executed by an Authorized Officer authorized officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window Seller; (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local timeb) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes Seller Document terms; (each such Private Shelf Note being herein called an “ACCEPTED NOTE”c) as to which such acceptance (herein called an “ACCEPTANCE”) relatesthese Terms. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially Notwithstanding anything contained in the form foregoing to the contrary, if a reference to these Terms is contained in any Seller Document or writing executed by an authorized officer of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to ITW, these Terms shall take precedence over any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingconflicting or contrary terms.

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

Acceptance. Within one hour after Prudential shall have provided any interest rate quotes pursuant to paragraph 2D or such shorter period as Prudential may reasonably specify to the Acceptance WindowCompany (such period herein called the "ACCEPTANCE WINDOW"), the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 40,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “"ACCEPTED NOTE”") as to which such acceptance (herein called an “"ACCEPTANCE”") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “"ACCEPTANCE DAY” " for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. In the event the closing with respect to any Accepted Notes fails to occur within ten (10) days of the Acceptance Day for any reason (other than Prudential's failure to fund the purchase price of the Private Shelf Notes after all conditions to closing specified in paragraph 3A have been satisfied on or before 11:30 A.M. New York City local time on the last Business Day preceding the end of such ten day period), the interest rate applicable to such Accepted Notes may increase based upon the costs of the delayed closing to Prudential as reasonably determined by Prudential. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable Prior to the close of business on the Business Day next following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “"CONFIRMATION OF ACCEPTANCE”"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

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

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

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

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

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

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

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

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

Acceptance. Within (a) Prior to entering into this Lease, Tenant has occupied approximately 8,442 square feet the Acceptance WindowPremises pursuant to the Prior Lease, which space is identified on the attached Exhibit B (the “Pre-Occupied Space”), and Tenant has made a thorough and independent examination of the remainder of the Premises (the “New Space”) and all matters related to Tenant’s decision to enter into this Lease. Tenant is thoroughly familiar with all aspects of the Property and its construction and is satisfied that it is in an acceptable condition and meets Tenant’s needs. Tenant acknowledges and agrees that Landlord has not been in possession of the Premises nor operated the Premises prior to the Commencement Date. Tenant does not rely on, and Landlord does not make, any express or implied representations or warranties as to any matters including, without limitation, (a) the physical condition of the Property, the Company mayBuilding Structure, subject or the Building Systems (including, without limitation, the indoor air quality), (b) the existence, quality, adequacy or availability of utilities serving the Property, (c) the size of the Premises, the Building or the Property, (d) the use, habitability, merchantability, fitness or suitability of the Premises for Tenant’s intended use, (e) the likelihood of deriving business from Tenant’s location or the economic feasibility of Tenant’s business, (f) Hazardous Materials in the Premises, or on, in under or around the Property, (g) zoning, entitlements or any Applicable Laws which may apply to Tenant’s use of the terms of paragraph 2FPremises or business operations, elect to accept such interest rate quotes or the Property’s compliance with Applicable Laws, or (h) any other matter. Tenant has satisfied itself as to not less than $5,000,000 aggregate principal amount of such suitability and other pertinent matters by Tenant’s own inquiries and tests into all matters relevant in determining whether to enter into this Lease, Tenant accepts the Private Shelf Notes specified Premises in their existing “as-is” condition. Tenant shall, by entering into and occupying the applicable Request for Purchase. Such election shall Premises pursuant to this Lease, be made by an Authorized Officer of deemed to have accepted 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) Premises and to have acknowledged that the Company elects to accept such interest rate quotessame are in good order, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, condition and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingrepair.

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

Acceptance. Within the Acceptance WindowTHE TERMS OF SALE CONTAINED HEREIN APPLY TO ALL QUOTATIONS MADE AND PURCHASE ORDERS ENTERED INTO BY THE SELLER AND BUYER AS WELL AS TO THE DELIVERABLES DESCRIBED IN SELLER'S "FIRM PROPOSAL PREPARED FOR DEXCOM, the Company mayBID CONTROL NUMBER (BCN) [*****] (A COPY OF WHICH IS ANNEXED TO THIS AGREEMENT AS EXHIBIT B), subject PERTAINING TO THE "SENSOR ASIC AND HANDHELD COMMUNICATOR" PROJECT. SOME OF THE TERMS SET OUT HERE MAY DIFFER FROM THOSE IN BUYER'S PURCHASE ORDER AND SOME MAY BE NEW. THESE TERMS OF SALE WILL CONTROL IN THE EVENT OF ANY ADDITIONAL OR INCONSISTENT TERMS IN BUYER'S PURCHASE ORDER. SELLER'S FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY COMMUNICATION FROM BUYER SHALL NOT BE DEEMED A WAIVER OF THE PROVISIONS OF THESE TERMS OF SALE. ANY CHANGES IN THE TERMS CONTAINED HEREIN MUST SPECIFICALLY BE AGREED TO IN WRITING BY AN OFFICER OF THE SELLER BEFORE BECOMING BINDING ON EITHER THE SELLER OR THE BUYER. All orders or contracts must be consistent with these Terms of Sale, unless otherwise specifically agreed in writing by Seller. Seller agrees to accept and fulfill purchase orders submitted by Buyer to Seller that are consistent with these Terms of Sale, are consistent with mutually agreed-upon lead times, and encompass cumulative die quantities of up to [*****] units per year. Subject to the terms of paragraph 2Fforegoing and to Seller's then-existing capacity constraints, elect Seller agrees to accept such interest rate quotes as and fulfill additional purchase orders submitted by Buyer to not less than $5,000,000 aggregate principal amount Seller that are consistent with these Terms of the Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance Sale and are consistent with mutually agreed-upon quantities and lead times with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for services and/or products encompassed by such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingorders.

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

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

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

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

Acceptance. Within 30 days after receipt of the Renewal Notice, Landlord shall notify Tenant of the Base Rent for such Renewal Period (the “Rental Notice”). Tenant may accept the terms set forth in the Rental Notice by written notice (the “Acceptance Window, the Company may, subject Notice”) or Tenant may object to the Rental Notice by written notice to Landlord; provided that, in either case, notice must be given to Landlord within 15 days after receipt of the Rental Notice. If Tenant fails to timely respond to the Rental Notice, this Option to Extend shall automatically expire and be of no further force or effect. In addition, this Option to Extend shall terminate upon assignment of this Lease or subletting of all or any part of the Premises. If Tenant timely delivers its Acceptance Notice, Tenant shall, within 15 days after receipt, execute a lease amendment confirming the Base Rent and other terms of paragraph 2Fapplicable during the Renewal Period. If Tenant objects to Landlord’s Rental Notice, elect Tenant and Landlord shall meet to accept such interest rate quotes attempt to agree upon the Fair Market Rental Rate. If Landlord and Tenant are unable to agree within thirty (30) days after Tenant’s objection to Landlord’s determination (the “Outside Agreement Date”), each party shall place in a separate sealed envelope their final proposal as to Fair Market Rental Rate and such determination shall be submitted to arbitration in accordance with Paragraphs (1) through (5) below, provided that Landlord’s determination of Fair Market Rental Rate shall not be less favorable to Tenant than $5,000,000 aggregate principal amount that specified in Landlord’s Rental Notice (if applicable). (1) Landlord and Tenant shall meet with each other within five (5) business days of the Private Shelf Notes specified Outside Agreement Date and exchange the sealed envelopes and then open such envelopes in each other’s presence. If Landlord and Tenant do not mutually agree upon the Market Rental Rate within five (5) business days of the exchange and opening of envelopes, then, within ten (10) business days of such exchange Landlord and Tenant shall agree upon and jointly appoint a single arbitrator who shall be an M.A.I. real estate appraiser who shall have been active over the five (5) year period ending on the date of such appointment in the applicable Request appraisal of office projects in the Las Vegas Valley. Neither Landlord nor Tenant shall consult with such appraiser as to his or her opinion as to Market Rental Rate prior to the appointment. The determination of the arbitrator shall be limited solely to the issue of whether Landlord’s or Tenant’s submitted Market Rental Rate for Purchasethe Premises is the closer to the actual Market Rental Rate for the Premises as determined by the arbitrator, taking into account the requirements of this Article regarding the same. Such election The arbitrator may hold such hearings and require such briefs as the arbitrator, in his or her sole discretion, determines to be necessary. In addition, Landlord or Tenant may submit to the arbitrator, with a copy to the other party, within five (5) business days after the appointment of the arbitrator, any market data and additional information that such party deems relevant to the determination of the Fair Market Rental Rate (“FMRR Data”) and the other party may submit a reply in writing within five (5) business days after receipt of such FMRR Data. (2) The arbitrator shall, within thirty (30) days of his or her appointment, reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted Fair Market Rental Rate, and shall notify Landlord and Tenant thereof. (3) The decision of the arbitrator shall be binding upon Landlord and Tenant. (4) If Landlord and Tenant fail to agree upon and appoint an arbitrator, then the appointment of the arbitrator shall be made by an Authorized Officer the Chief Judge of the Company notifying Prudential District Court of ▇▇▇▇▇ County, Nevada, or, if he or she refuses to act, by telephone or telecopier within any judge having jurisdiction over the Acceptance Window parties. (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time5) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential cost of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder arbitration shall be made based on such expired interest rate quotespaid by Landlord and Tenant equally. Subject to paragraph 2F Upon the final determination of the Fair Market Rental Rate, Tenant shall, within 15 days after receipt, execute a lease amendment confirming the Base Rent and the other terms and conditions hereof, applicable during the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingRenewal Period.

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

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

Acceptance. Within two Business Days after ▇▇▇▇▇▇▇ shall have provided any interest rate quotes pursuant to Section 2.4 (the “Acceptance Window”), the Company may, subject to the terms of paragraph 2FSection 2.6, elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential ▇▇▇▇▇▇▇ by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential ▇▇▇▇▇▇▇ of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential ▇▇▇▇▇▇▇ does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.6 and the other terms and conditions hereof, the Company agrees to sell to Prudential ▇▇▇▇▇▇▇ and/or a ▇▇▇▇▇▇▇ Affiliate or a Prudential AffiliateAffiliates, and Prudential ▇▇▇▇▇▇▇ agrees to purchase, or to cause the purchase by ▇▇▇▇▇▇▇ and/or a Prudential ▇▇▇▇▇▇▇ Affiliate or Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Company and ▇▇▇▇▇▇▇ and/or each Prudential ▇▇▇▇▇▇▇ Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential ▇▇▇▇▇▇▇ within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ 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(e), the Company may, subject to the terms of paragraph 2FSection 2.2(g), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier or email within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.2(g) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 2.2(f) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2B(4), the Company Issuer may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company Issuer 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 Issuer elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”"Accepted Note") as to which such acceptance (herein called an “ACCEPTANCE”"Acceptance") relates. The day the Company Issuer notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” "Acceptance Day" for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(6) and the other terms and conditions hereof, the Company Issuer agrees to sell to Prudential or a Prudential AffiliateAffiliate or Affiliates, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate or Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Issuer and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”"Confirmation of Acceptance"). If the Company Issuer should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Issuer's receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential's receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company Issuer in writing.

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

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

Acceptance. Within 30 minutes after MetLife shall have provided any interest rate and/or margin quotes pursuant to paragraph 2B(5) or such shorter period as MetLife may specify to the Company (such period herein called the “Acceptance Window”), the Company may, subject to the terms of paragraph 2F2B(7), elect to accept such interest rate and/or margin quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential MetLife 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 and/or margin quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate and margin quotes as to which Prudential MetLife does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate or margin quotes. Subject to paragraph 2F 2B(7) and the other terms and conditions hereof, the Company agrees to sell to Prudential MetLife or a Prudential MetLife Affiliate, and Prudential MetLife agrees to purchase, or to cause the purchase by a Prudential MetLife Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential MetLife and each Prudential MetLife Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit D attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Accepted Note is a Floating Rate Note, then the Floating Rate Note Margin specified in the Confirmation of Acceptance shall remain constant for the life of such Note. If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential MetLife within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential MetLife may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

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

Acceptance. Within In the event CTC does not object to the results of any of Williams' ▇▇▇▇▇ ▇esting or its own Fiber Testing within the time periods specified in Section 6.2, CTC shall be deemed to have accepted the CTC Fibers in the affected Major Segment. With respect to the initial testing of each Major Segment, CTC's notice accepting the CTC Fibers, or its deemed acceptance under this Section 6.4, for the last portion of such Major Segment shall constitute CTC's "Acceptance" of the CTC Fibers in such Major Segment (which definition shall include derivations of the word as used herein). The date of CTC's notice Accepting the Major Segment of the CTC Fibers or the date of deemed Acceptance under this Section 6.4 shall be the "Acceptance Date" of the CTC Fibers for such Major Segment. Notwithstanding the foregoing, CTC's Acceptance and the Acceptance Window, the Company may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount Date of the Private Shelf Notes specified Deferred Major Segments listed in Section B-1 (the applicable Request "Deferred Major Segments") may be deferred by CTC until June 30, 2001. CTC's rights under this Article VI to object to Williams' ▇▇▇▇ ▇▇sults and to object to its own test results for Purchase. Such election shall be made by an Authorized Officer any of the Company notifying Prudential by telephone Deferred Major Segments shall not be extended or telecopier deferred but rather must be exercised within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that time periods set forth above upon delivery of the Company elects initial test results by Williams. ▇▇▇ ▇▇all have the right to accept such interest rate quotes, specifying conduct its own Fiber Testing of the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance CTC Fibers within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election Deferred Major Segments at any time prior to its receipt Acceptance, which testing shall be in accordance with the provisions of Section 6.2 except for the first and last sentences thereof cancel and excluding the closing references to time periods. In the event any Fiber Testing conducted by CTC after the period for objection under Section 6.2 has expired show the CTC Fibers not to be operating within the parameters of the Fiber Specifications, CTC shall notify Williams ▇▇ ▇▇▇▇ fact and any required corrective action will be considered Non-Routine Maintenance subject to all applicable provisions of this Agreement. Acceptance of the Deferred Major Segments shall be deemed to have occurred with respect to each such Accepted Notes by so notifying Deferred Major Segment upon the Company in writingearlier of (i) CTC's notice to Williams ▇▇▇▇▇▇▇▇g the same, which, at the option of CTC, may be given at any time between receipt of Williams' ▇▇▇▇▇▇▇ test results for any Deferred Major Segment and June 30, 2001, or (ii) June 30, 2001.

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

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

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

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

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

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

Acceptance. Within The 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 Company mayExecutive 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 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 waiver 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 provide her with the severance and other payments described herein above, 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 terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window 7-day period. • this Mutual Release is not effective or enforceable until (but not earlier than 9:30 A.M. or later than 2:00 P.M.and if) the revocation period has passed without a revocation; • if the Executive exercises her right to revoke this Mutual Release (including, New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance 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, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes the 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 should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in 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”), the Company Issuer may, subject to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company Issuer notifying Prudential by telephone or telecopier facsimile within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company Issuer elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company Issuer notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph paragraphs 2B and 2F and the other terms and conditions hereof, the Company Issuer agrees to sell to one or more Prudential or a Prudential AffiliateAffiliates, and Prudential agrees to purchase, or to cause the purchase by a one of more Prudential Affiliate Affiliates of, the Accepted Notes at 100% of the principal amount of such Accepted Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Issuer and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company Issuer should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company Issuer in writing.

Acceptance. (a) Within 20 days following receipt by the Company and the Cherokee Investor Entities of the Notice of Offer (the "Company Acceptance WindowPeriod"), the Company may, subject shall notify the Disposing Restricted Holder and the Cherokee Investor Entities whether or not it is electing to the terms of paragraph 2F, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount purchase any of the Private Shelf Notes specified Offered Securities (such notification, if affirmative in whole but not in part, shall be referred to hereinafter as the "Company Acceptance" and, if affirmative in part, the "Partial Acceptance" and, if negative in whole but not in part, the "Company Rejection"). The Company Acceptance or the Partial Acceptance as the case may be, shall be deemed to be an irrevocable commitment by the Company to purchase from the Disposing Restricted Holder all of the Offered Securities referenced therein, on terms substantially as set forth in the applicable Request for Purchase. Such election shall be made by an Authorized Officer Notice of the Company notifying Prudential by telephone Offer or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereofas are no less favorable to the Disposing Restricted Holder than those specified in the Notice of Offer; provided that the Company shall not be entitled to purchase the Offered Securities only in part unless one or more of the Cherokee Investor Entities exercises its right to purchase all of the Offered Securities not subject to the Partial Acceptance. (b) If the Company delivers a Company Rejection or a Partial Acceptance, or if it fails to deliver a Company Acceptance, a Partial Acceptance or a Company Rejection within the Company Acceptance Period, then each of the Cherokee Investor Entities shall have the right, as set forth in paragraph (c) below, to purchase their "allocable portion" of any Offered Securities not being purchased by the Company (the "Remaining Offered Securities"), which shall be the number of Securities determined, in accordance with the Company's records, by multiplying the number of the Remaining Offered Securities by a fraction, the numerator of which is the number of Securities owned by the applicable Cherokee Investor Entity, and the denominator of which is the total number of Securities owned by all Cherokee Investor Entities; provided that, if the Cherokee Investor Entities determine to purchase any of the Remaining Offered Securities, then the Cherokee Investor Entities must purchase all of the Remaining Offered Securities. If any Cherokee Investor Entity determines not to purchase its allocable portion of the Remaining Offered Securities, then any Cherokee Investor Entities electing to purchase Remaining Offered Securities shall have the right to purchase such non-electing Cherokee Investor Entity's allocable portion of Remaining Offered Securities, on a pro rata basis or as otherwise agreed by such electing Cherokee Investor Entities, as set forth in paragraph (c) below. (c) Within 15 days following receipt by the Cherokee Investor Entities of a Company Rejection or a Partial Acceptance, or the expiration of the Company Acceptance Period if the Company fails to deliver a Company Acceptance, a Partial Acceptance or a Company Rejection within such period, each Cherokee Investor Entity shall notify the Disposing Restricted Holder, the Company agrees and each other Cherokee Investor Entity whether or not it is electing to sell purchase its allocable portion of the Remaining Offered Securities (each such notification, if affirmative, shall be referred to Prudential or a Prudential Affiliatehereinafter as the "Initial CIE Acceptance" and, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate ofif negative, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”"Initial CIE Rejection"). If any Cherokee Investor Entity delivers an Initial CIE Rejection, then the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential remaining Cherokee Investor Entities shall, collectively, within three Business Days 5 days following receipt of a Confirmation of Acceptance with respect to any Accepted NotesInitial CIE Rejection, Prudential may at its election at any time prior to its receipt thereof cancel notify the closing with respect to such Accepted Notes by so notifying Disposing Restricted Holder and the Company whether they will purchase such non-electing Cherokee Investor Entity's allocable portion, which, if affirmative, shall be part of and subject to the applicable Initial CIE Acceptance (which together shall be the "Final CIE Acceptance") and, if negative (the "Final CIE Rejection"), the Disposing Restricted Holder shall be entitled to proceed under Section 3.3 below. Each Final CIE Acceptance shall be deemed to be an irrevocable commitment by the applicable Cherokee Investor Entity to purchase from the Disposing Restricted Holder all of the Remaining Offered Securities subject thereto, on terms substantially as set forth in writingthe Notice of Offer or such other terms and conditions as are no less favorable to the Disposing Restricted Holder than those specified in the Notice of Offer.

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

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

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

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.1(d), the Company may, subject to the terms of paragraph 2FSection 2.1(f), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier confirmed email transmission within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.1(f) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential AffiliateAffiliate or Affiliates, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate or Affiliates of, the Accepted Notes (in a minimum principal amount, with respect to any Prudential Affiliate, of $1,000,000) at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential the Parent Guarantor and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 2.1(e) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential 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 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(4), or such shorter period as Prudential may specify to the Company (such period herein called the “Acceptance Window”), the Company may, subject to the terms of paragraph 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier telefacsimile within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private financial terms referred to in clause (ii) of paragraph 2B(3) with respect to such Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Shelf Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto Exhibit D (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt thereof from Prudential of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.2(4), the Company may, subject to the terms of paragraph 2FSection 2.2(6), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.2(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential AffiliateAffiliate or Affiliates, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate or Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit D attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to paragraph 2A(4), the Company may, subject to the terms of paragraph 2F2A(6), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier facsimile transmission within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2A(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential AffiliateAffiliate or Affiliates, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate or Affiliates of, the Accepted Notes at 100% of the principal amount of such Shelf Notes. As soon as practicable following the Acceptance Day, the Company, Prudential Company and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit D attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three (3) Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any Prudential Affiliate may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within By 11 a.m. on the next Business Day after New York Life provides interest rate spread quotes pursuant to Section 2.6 or such shorter period as New York Life may specify to the Company (such period, the “Acceptance Window”), the Company may, subject to the terms of paragraph 2FSection 2.8, elect to accept such interest rate those quotes as to not less than $5,000,000 in aggregate principal amount Dollar Amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such Each election shall must be made by an Authorized a Responsible Officer of the Company Company, notifying Prudential New York Life by telephone or telecopier e-mail within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotesa spread quote, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an the “ACCEPTANCEAcceptance”) relates. With respect to Accepted Notes that are Fixed Rate Note, by the close of business on the day of such Acceptance or as mutually agreed between such parties, the Company and New York Life shall agree on the interest rate for the Accepted Notes based on such spread quote. The day an interest rate is agreed with respect to Accepted Notes that are Fixed Rate Notes and the date the Company notifies Prudential New York Life of an Acceptance with respect to any Accepted Floating Rate Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential New York Life does not receive an Acceptance within the Acceptance Window shall or which do not result in an agreement as to an interest rate, with respect to a Fixed Rate Note, will expire, and no purchase or sale of Private Shelf Notes hereunder shall will be made based on such those expired interest rate quotes. Subject to paragraph 2F Section 2.8 and the other terms and conditions hereofof this Agreement, the Company agrees to applicable Issuer will sell to Prudential New York Life or a Prudential New York Life Affiliate, and Prudential agrees to purchase, New York Life or to cause the a New York Life Affiliate will purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of those Accepted Notes, which purchase price shall be paid in the Available Currency in which such NotesNotes are denominated. As soon as practicable Within three Business Days following the Acceptance Day, New York Life will deliver to the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute Company a confirmation of such the Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a the “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to does not execute and return the applicable deliver such Confirmation of Acceptance to Prudential within three five Business Days following receipt of a Confirmation of the Acceptance Day, New York Life or any New York Life Affiliate may, at its election, cancel the purchase and sale with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such those Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, the Company may, subject Please confirm your agreement to the terms and conditions set forth above by signing and returning the enclosed duplicate copy of paragraph 2Fthis Agreement to the Company at the address set forth above. Very truly yours, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount COMPANY RESOURCE INNOVATION OFFICE REIT, INC., a Maryland corporation March 23, 2016 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Executive Officer RESOURCE REAL ESTATE, INC., a Delaware corporation March 23, 2016 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Executive Officer DEALER MANAGER RESOURCE SECURITIES, INC., a Delaware corporation March 23, 2016 By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Date Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President TO: RE: RESOURCE INNOVATION OFFICE REIT, INC. Ladies and Gentlemen: Resource Innovation Office REIT, Inc. (the “Company”) is a corporation organized under Maryland law. Class A and Class T shares of the Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer common stock of the Company notifying Prudential by telephone or telecopier within (individually, the Acceptance Window “Class A Shares” and the “Class T Shares” and collectively the “Shares”) are being offered for sale as described in the Prospectus. Our firm, Resource Securities, Inc. (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local timethe “Dealer Manager”) that has entered into the Second Amended & Restated Dealer Manager Agreement with the Company elects to accept such interest rate quotesdated March 23, specifying 2016 (the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEDealer Manager Agreement”) for offers and sales of the Shares pursuant to the terms therein, the form of which is attached hereto as Exhibit A and incorporated in this Agreement by reference. Under the Dealer Manager Agreement, the Dealer Manager has agreed to which such acceptance form a group of FINRA member firms (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYDealers”), which will obtain subscriptions for Shares on a “best efforts” for such Accepted Notesbasis as provided in the Prospectus. Any interest rate quotes as Capitalized terms not otherwise defined herein shall have the meanings set forth in the Dealer Manager Agreement. You are invited to which Prudential does not receive an Acceptance within become one of the Acceptance Window shall expire, Dealers on a non-exclusive basis. By your acceptance below you agree to act in that capacity and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject may offer the Shares to paragraph 2F and your customers in accordance with the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingthis Agreement.

Acceptance. Within thirty (30) days after the Acceptance Windowreceipt of the Offer (the "Offer Period"), each Offeree shall notify the Company mayTransferor whether or not it desires to purchase any or all of the Equity Securities offered and how many of the Equity Securities it desires to purchase (an "Offer Response"). In the event that the aggregate number of Equity Securities that the Offerees who elected to make purchases (the "Purchasing Offerees") desire to purchase is greater than the total number of Equity Securities offered to them, subject such Equity Securities shall be allocated among the Purchasing Offerees in proportion to their holdings, or in such other proportions as they may agree; PROVIDED, HOWEVER, that any Purchasing Offeree who elected in such Offeree's Offer Response to purchase less than such Offeree's proportionate number of Equity Securities so determined shall be allocated only the number of Equity Securities specified in such Offer Response, and the balance of such Equity Securities shall be allocated among the remaining Purchasing Offerees in proportion to their holdings (up to the terms number of paragraph 2Fshares specified in each Purchasing Offeree's Offer Response), elect or in such other proportions as they may agree, and this procedure shall be repeated until all the Equity Securities offered to accept such interest rate quotes the Offerees have been allocated to a Purchasing Offeree. The phrase "in proportion to their holdings" as used in this SECTION 2.3.3 shall mean in the proportion which the number of Equity Securities held by each Purchasing Offeree bears to the aggregate number of Equity Securities held by all Purchasing Offerees among whom Equity Securities are being allocated, determined as of the last day of the Offer Period. The Transferor shall then fix a closing date for the sale of the Equity Securities so subscribed to the Purchasing Offerees, which date shall be not less than $5,000,000 aggregate principal amount fifteen (15) nor more than thirty (30) days after expiration of the Private Shelf Notes specified Offer Period, unless any longer period is necessary to comply with any law, rule, regulation or statute of any governmental entity, in which case the applicable Request for Purchase. Such election Transferor shall be made by an Authorized Officer use its best efforts to obtain such consents as soon as practicable, provided that in no event shall the time period to receive such consents exceed ninety (90) days without the consent of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingnon-transferring Stockholders.

Acceptance. Within The foregoing Receivables Financing Agreement is accepted in Atlanta, Georgia, this 25th day of May , 2011. BY: /s/ A. ▇▇▇▇▇ ▇▇▇▇▇ A. ▇▇▇▇▇ ▇▇▇▇▇ Its: President Street City State Zip ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ STATE OF: GEORGIA COUNTY OF: DEKALB DATE: May 24, 2011 FOR VALUE RECEIVED One Up Innovations, Inc., a Georgia corporation (hereinafter called the Acceptance Window"Borrower") hereby conveys to Advance Financial Corp., a Georgia corporation (hereinafter called the Company may, subject "Secured Party") and hereby grants to the terms Secured Party security title to and a security interest in and lien upon the goods held by the Borrower for sale or lease or furnished or to be furnished by the Borrower under any contract of paragraph 2Fservice or held by the Borrower as raw materials or work in process and made a part hereof to be used or consumed in Borrower's business (such goods being referred to herein as ("Inventory") all equipment, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount tools, furniture and fixtures (“Equipment”) and all rights of the Private Shelf Notes specified Borrower now owned or hereafter acquired in payment for Inventory sold or leased or for services rendered ("Accounts")' and to all rights of the Borrower pursuant to a writing or writings which evidences both a monetary obligation and a security interest in or lease of Inventory ("Chattel Paper") and all rights of the Borrower to payment under a contract for the sale or lease of Inventory or the rendering of services which right is at the time not yet earned by performance ("Contract Rights") (said Inventory, Accounts, Chattel Paper and Contract Rights being referred to herein collectively as "Collateral", and said Equipment, Accounts, Contract Rights and Chattel Paper being referred to herein collectively as "Non-Inventory Collateral") and all proceeds thereof whether cash, negotiable instruments or otherwise to secure the payment of the principal of, interest on and satisfaction of all Obligations of Borrower under that certain Accounts Receivable Financing Agreement (hereafter referred to as the "Agreement") dated on or about the date hereof, between the Borrower and the Secured Party, satisfaction of all obligations of the Borrower hereunder, and satisfaction of all other obligations of the Borrower to the Secured Party, its successors and assigns, however created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, due or to become due. The obligations under the Agreement and all other obligations secured hereby are herein collectively called the "Obligations." Until Default (as defined herein) the Borrower: (a) may in the applicable Request for Purchase. Such election shall be made by an Authorized Officer ordinary course of its business, at its own expense, sell, lease or furnish under contract of service any of the Company notifying Prudential Inventory normally held by telephone the Borrower for such purpose and use and consume in the ordinary course of its business any raw material, work in process, or telecopier within the Acceptance Window materials normally held by Borrower for such purpose, (but not earlier than 9:30 A.M. or later than 2:00 P.M.b) will at its own expense endeavor to collect as, New York City local time) that the Company elects to accept such interest rate quotesand when due, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance all amounts due with respect to any Accepted Notes is herein called of the “ACCEPTANCE DAY” for Accounts, Chattel Paper, Contract Rights or proceeds therefore, or any of the proceeds of the Inventory, including the taking of such Accepted Notes. Any interest rate quotes action with respect to such collection as the Secured Party may reasonably request, or in the absence of such request, as the Borrower may deem advisable, and (c) may grant in the ordinary course of business to any party obligated on any of the Non-Inventory Collateral any rebate, refund or adjustment to which Prudential does not receive an Acceptance within the Acceptance Window shall expiresuch party may be lawfully entitled, and no purchase may accept in connection therewith, the return of such goods, the sale or sale lease of Private Shelf Notes hereunder which shall have given rise to such Non-Inventory Collateral. The Borrower hereby warrants and agrees that: (a) to the extent, if any, it shall have advised the Secured Party that any of the Collateral is being acquired with the proceeds of any loan from Secured Party to the Borrower, such proceeds may be made based on disbursed by the Secured Party directly to the seller of such expired interest rate quotes. Subject to paragraph 2F Collateral; (b) the principal place of business of the Borrower is located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Borrower will notify Secured Party in advance of any change in such principal place of business; (c) the Collateral and all records relating to the Collateral as appropriate will be kept at the Borrower's principal place of business set forth above, unless the Secured Party shall otherwise consent in writing; (d) the Borrower will continuously operate its business as now conducted and according to the customary and usual business practices (including business hours) as similar types of business; (e) the Secured Party or any person designated by it shall have the right to call at the Borrower's various places of business at any time and without notice to inspect, audit, check and make extracts from the Borrower's books, records, journals, orders, receipts and other terms correspondence and conditions hereof, other data relating to the Company agrees to sell to Prudential Borrower's business and any other transaction between the Borrower and Secured Party without hindrance or a Prudential Affiliatedelay, and Prudential agrees Secured Party shall have the right to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% make direct verification from any persons obligated on any of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance Non-Inventory Collateral with respect to any Accepted Notesor all of the Non-Inventory Collateral assigned to the Secured Party hereunder; (f) the Borrower has full power and authority to enter into this agreement, Prudential and the execution of this agreement shall not constitute a default under or be in violation of any contract, agreement, debenture, note or similar document or any public law, rule, regulation or ordinance by which the Borrower is bound; (g) the Borrower will, upon request of Secured Party, indicate by notation, signs or otherwise upon any of the Collateral or records relating thereto, a notation in form and content satisfactory to the Secured Party of the security interest of the Secured Party hereunder; (h) the Borrower will furnish to the Secured Party such information concerning the Borrower, the Collateral and any persons obligated on Non-Inventory Collateral as the Secured Party may from time to time reasonably request; (i) the Borrower has, or forthwith will acquire, full title to the Collateral, and will at all times keep the Collateral free of all liens and claims whatsoever, other than the security interest hereunder; (j) no financing statement covering any of the Collateral is on file in any public office other than financing statement in favor of Secured Party and it will from time to time, on request of the Secured Party, execute such financing statements and other documents (and pay the cost of filing or recording the same in all offices deemed necessary or desirable by the Secured Party) and do such other acts and things, all as the Secured Party may request to establish and maintain a valid security title and interest in the Collateral (free of all other liens and claims whatsoever) to secure the payment of the Obligations, including, without limitation, deposit with the Secured Party any negotiable instruments covered by this agreement as proceeds or otherwise, any documents constituting chattel paper or any contracts, the proceeds of which are included in Collateral; (k) except for the sale or lease of any of the Inventory in the ordinary course of its business, the Borrower will not sell, transfer, lease, abandon or otherwise dispose of any of the Collateral or any interest therein except with the prior written consent of the Secured Party; (l) the Borrower will at all times keep the Collateral in first class order and repair, excepting any loss, damage or destruction which is fully covered by proceeds of insurance; (m) the Borrower will at all times keep the Collateral insured against loss, damage, theft and other risks, in such amounts and companies and under such policies and in such form, all as shall be satisfactory to the Secured Party, which policies shall, among other things, provide for 30 days' notice of cancellation or non-renewal to Secured Party and that loss thereunder shall be payable to the Secured Party as its interest may appear (and the Secured Party may apply any proceeds of such insurance which may be received by it toward payment of the Obligations, whether or not due, in such order of application as the Secured Party may determine) and such policies or certificates thereof shall, if the Secured Party so requests, be deposited with the Secured Party; and (n) none of the Inventory will be delivered to a warehouseman or other bailee. The Secured Party may from time to time, at its election option, perform any agreement of the Borrower hereunder which the Borrower shall fail to perform and take any other action which the Secured Party deems necessary for the maintenance or preservation of any of the Collateral or its interest therein, and the Borrower agrees to forthwith reimburse the Secured Party for all expenses of the Secured Party in connection with the foregoing, together with interest thereon at the rate of 12% per annum. The occurrence of any of the following events shall constitute a Default (as such term is used herein): (a) non-payment, when due, of any amount payable on any of the Obligations or failure to perform any agreement of the Undersigned contained herein; (b) if any statement, representation or warranty of the Borrower herein or in any other writing at any time furnished by the Borrower to the Secured Party is untrue in any material respect as of the date made; (c) if the Borrower becomes insolvent or unable to pay debts as they mature or makes an assignment for the benefit of creditors or an order for relief is entered against the Borrower following the filing of any petition by or against it pursuant to the Bankruptcy Code, as amended or voluntarily takes the benefit of any debtor's relief proceeding (including the appointment of a receiver or trustee) under Federal or state law; (d) if an involuntary petition pursuant to the Bankruptcy Code is filed against the Borrower and is not dismissed for thirty (30) days or if a receiver is appointed for any of the property of the Borrower and is not dismissed for a period of thirty (30) days after such appointment or if a judgment is entered against the Borrower pursuant to which a sale of any part of the assets of the Borrower is scheduled for enforcement of said judgment or if a sale of any of the assets of the Borrower is scheduled pursuant to any other form of legal proceeding (including without limitation enforcement pursuant to the Georgia Uniform Commercial Code or exercise of a power of attorney contained in any deed to secure debt, trust deed or mortgage) instituted against the Borrower. Provided, that no such judgment, sale or enforcement shall be deemed a default pursuant to this sub-section (d) in the event the Borrower furnishes a surety company bond from a company acceptable to Secured Party in lieu of discharge, judgment, lien or foreclosure at the earlier of (i) five (5) days prior to the date upon which such enforcement or sale is scheduled, or (ii) ten (10) days after such judgment, enforcement, lien, sale or foreclosure is first entered, scheduled or instituted; (e) the dissolution, merger or consolidation, or transfer of a substantial part of the property of the Borrower; (f) the sale, transfer or exchange, either directly or indirectly, of a controlling stock interest of the Borrower; or (g) if Secured Party reasonably deems itself insecure for any other reason whatsoever. Whenever a Default shall exist, all Obligations may (notwithstanding any provisions thereof), at the option of Secured Party, and without demand or notice of any kind, be declared, and thereupon immediately shall become in default and due and payable; and the Secured Party may exercise from time to time any rights and remedies available to it under applicable law. The Borrower agrees, in case of Default, to assemble, at its receipt expense, all the Collateral at a convenient place acceptable to the Secured Party and to pay all costs of the Secured Party of collection of all of the Obligations, and enforcement of rights hereunder (including 15% of amounts due as attorneys' fees) and legal expenses and expenses of any repairs to any realty or other property to which any of the Collateral may be affixed or be a part. In the event of Default, the Borrower will (except as the Secured Party may otherwise consent in writing) forthwith upon receipt, transmit and deliver to the Secured Party in the form received all cash, checks, draft items, chattel paper and other instruments for the payment of money (properly endorsed where required) so that such items may be collected by the Secured Party which may be received by the Borrower at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Except as the Secured Party may otherwise consent in writing, upon default such proceeds which may be received by the Borrower will not be commingled with any other of its funds or property but will be held separate and apart from its own funds or property and upon express trust for the Secured Party until delivery is made to the Secured Party. The Borrower will comply with the terms and conditions of any consent given by the Secured Party pursuant to the provisions of this paragraph. In the event of default as defined herein or in the Agreement, the Borrower agrees that the actual amount of damages by Secured Party shall be difficult and impossible to determine, and that the remedies of Secured Party to recover such damages may be inadequate; therefore, Secured Party is authorized to enforce its rights hereunder by injunctive or other equitable relief without regard to the existence of actual damages. The Borrower hereby constitutes and appoints, upon Default, any officer of the Secured Party its true and lawful agent and attorney in fact for the purpose of filing any and all notices of lien and waivers thereof, actions, lawsuits and other appropriate documents to enforce the rights of Secured Party in and to any of the Non-Inventory Collateral. If any notification of intended disposition of any of the Collateral is required by law, such notification, if mailed, shall be deemed reasonably and properly given if mailed at least five (5) days before such disposition, postage prepaid, addressed to the Borrower either at the address shown above, or at any other address of the Borrower which the Secured Party reasonably believes to be the Borrower's then current address. Any and all other notices given to the Borrower shall be deemed when personally delivered or when mailed registered or certified mail and addressed to the Borrower as provided in the preceding sentence. Any proceeds of any disposition of any of the Collateral may be applied by the Secured Party to the payment of expenses in connection with the Collateral, (including 15% of amounts due as attorneys' fees) and legal expenses, and any balance of such proceeds may be applied by the Secured Party toward the payment of such of the Obligations, and in such order of application, as the Secured Party may from time to time elect. The Secured Party may exercise any right or remedy provided herein in its discretion without exercising any other right or remedy provided herein. The Secured Party shall be under no duty to exercise any or all of the rights and remedies given by this agreement. No forbearance or indulgence shall operate as a waiver of any right or remedy of Secured Party or obligation of the Borrower and no single or partial exercise by the Secured Party of any rights or remedy shall preclude, as other or further exercise thereof cancel or the closing exercise of any other right or remedy and unless Secured Party shall otherwise agree in writing, Secured Party shall be entitled to invoke any remedy available to Secured Party under any agreement or by law or in equity and enforce any covenant or condition against the Borrower despite said forbearance or indulgence. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if the Secured Party takes such action for that purpose as the Borrower shall request in writing, but failure of the Secured Party to comply with any such request shall not of itself be deemed a failure to exercise reasonable care and no failure of the Secured Party to preserve or protect any rights with respect to such Accepted Notes by so notifying the Company in writing.Collatera

Acceptance. Within This purchase order (“order”) is an offer by RESONAC GRAPHITE AMERICA, Inc. (“Buyer”) to the Acceptance WindowSeller to form a contract for the purchase of goods and/or services as specified on the face of this order. For any future orders, the Company maythen current version of the Buyer’s Terms and Conditions at the time an order is issued shall be applicable. In making this offer, subject Buyer expressly limits acceptance thereof to the terms of paragraph 2Fand conditions contained in these Terms and Conditions. Buyer does not accept any prior offers from Seller relating to the material and services described herein that may be contained in Seller’s quotations, elect correspondence, specifications or discussions. This order constitutes the entire agreement between Buyer and Seller relating to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount the purchase and sale of the Private Shelf Notes specified in the applicable Request for Purchasematerial and services described herein. Such election No modification of this order shall be made of any force or effect unless it is in writing and signed by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects party to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expirebe bound thereby, and no purchase or sale of Private Shelf Notes hereunder modification shall be made based on such expired interest rate quoteseffected by the acceptance of any form of acknowledgement or order containing different or additional provisions. Subject Orally agreed conditions are not binding. ▇▇▇▇▇’s placing this order constitutes the contract with Seller. ANY CONFLICTING OR ADDITIONAL TERMS AND CONDITIONS SUPPLIED BY SELLER ARE HEREBY EXPRESSLY OBJECTED TO AND REJECTED BY BUYER. Seller must advise acceptance of this order within 5 business days of receipt. Any objection by Seller is only valid upon submitting explicit reasons to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% Buyer in writing within 5 business days after receipt of the principal amount of such Notesorder. As soon as practicable following If Seller cannot make delivery at the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially time stipulated in the form order, Seller must advise Buyer in writing as to the earliest possible date on which delivery can be made for Buyer’s approval. Without Buyer’s prior written consent, Seller is not allowed to integrate OSS (Open Source Software) into the delivered goods. In the context of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If this provision OSS means any software that is provided royalty-free by the Company should fail respective licensor to execute and return any user on the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt basis of a Confirmation license or another agreement with the right to modify and to use the software. The integration of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time OSS into the delivered goods without ▇▇▇▇▇’s prior to its receipt thereof cancel written consent shall be deemed as a fundamental breach of the closing with respect to such Accepted Notes by so notifying the Company in writingcontract.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.2(e), the Company may, subject to the terms of paragraph 2FSection 2.2(g), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential New York Life by telephone or telecopier Confirmed E-mail Transmission within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential New York Life of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential New York Life does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.2(g) and the other terms and conditions hereof, the Company agrees to sell to Prudential a New York Life Affiliate or a Prudential AffiliateAffiliates, and Prudential New York Life agrees to purchase, or to cause the purchase by a Prudential New York Life Affiliate or Affiliates of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential New York Life and each Prudential New York Life Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto Exhibit 2.2(f) (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential New York Life within three four Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential New York Life or any New York Life Affiliate may at its election at any time prior to its New York Life’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, a Responsible Officer of the Company specified in such Request for Purchase may, subject to the terms of paragraph 2FSection 2.2(f), elect to accept such interest rate quotes on behalf of the Company a Quotation as to not less than $5,000,000 10,000,000 of the aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes Purchase (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which Accepted Note” and such acceptance (being herein called an “ACCEPTANCEAcceptance”) relatesin accordance with the notice provisions in Section 18. The day the Company notifies Prudential MetLife of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes Quotation as to which Prudential MetLife does not receive an Acceptance within the Acceptance MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on any such expired interest rate quotesQuotation. Subject to paragraph 2F Section 2.2(f) and the other terms and conditions hereof, the Company agrees to sell to Prudential or MetLife and/or a Prudential AffiliateMetLife Party, and Prudential MetLife and/or such MetLife Party agrees to purchase, or to purchase and/or cause the purchase by a Prudential Affiliate MetLife Party of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential MetLife and each Prudential Affiliate MetLife Party which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 2.2(e) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Accepted Note bears a floating interest rate, then the LIBOR Rate Note Margin specified in the Confirmation of Acceptance shall remain constant for the life of such Note. If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential MetLife within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential MetLife may at its election at any time prior to its MetLife’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within The Purchaser shall have five business days from the Acceptance Window, the Company may, subject date of delivery to the terms of paragraph 2F, elect Site to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Equipment (“Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEPeriod”). In the event there is a shortage of Equipment or Equipment is found to be defective, the Purchaser shall notify the Seller. In this case the Seller will be responsible for all costs including shipping costs incurred for replacement of defective or missing Equipment; replacement Equipment shall be delivered to Site within reasonable time of notification by Purchaser. The date payment is due for deliveries that are not accepted within five business days shall be pushed back one day for every day that passes between the original delivery date and the date that replacement Equipment are delivered and accepted. If no notification has been made to the Company should fail Seller by the Purchaser in five business days, then Acceptance shall have been deemed to execute have occurred on the fifth business day following the delivery to Site. STORAGE –Upon request, Seller agrees to store finished products for the benefit of the Purchaser. Storage will be in a protected space. Terms of payment established before the Purchaser’s request for storage remain in effect unless modified through mutual written agreement. TITLE –Purchaser and return Seller both agree that Seller maintains security rights to title until all payments for Equipment have been received by Seller. WARRANTY – The previously executed Bentek Corporation Limited Warranty for COMPANY NAME shall accompany this Agreement. INTELLECTUAL PROPERTY – Purchaser and Seller agree to prevent unauthorized disclosure of intellectual property that is owned by either party, while also allowing for open discussion and for communication regarding the sale, application, installation and use of Equipment. COMPETITION-SENSITIVE INFORMATION – Purchaser and Seller agree to prevent unauthorized disclosure of competition-sensitive information such as costs or prices that are used by either party, while also allowing for open discussion and for communication regarding the sale, application, installation and use of Equipment. INDEMNIFICATION – Purchaser or related parties (contractor, building owner and host) agree to apply for and obtain all licenses, permits and inspections required for installation of Equipment and the solar electric system in accordance with local regulations and further agree to install the Equipment in accordance with applicable Confirmation laws and regulations that pertain to workplace health and safety and environmental protection. DISPUTE RESOLUTION – If a dispute arises out of Acceptance this transaction that Seller and Purchaser are unable to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notesamicably resolve, Prudential may at its election at any time prior to its receipt thereof cancel then the closing with respect to such Accepted Notes by so notifying the Company dispute will be resolved in writing.binding arbitration as follows:

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, subject to the terms of paragraph 2F, may elect to accept such interest rate quotes periodic spread quote as to not less than $5,000,000 aggregate principal amount of the Private Shelf 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 notifying Prudential Metropolitan 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 timeCall") that the Company elects to accept such interest rate quotesperiodic spread quote, specifying the Private Shelf 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 2.2(c)). Each quote shall represent the 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 (each such Private Shelf Medium-Term Note being herein called an “ACCEPTED NOTE”"Accepted Note") as to which such acceptance (herein called an “ACCEPTANCE”"Acceptance") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company hereby agrees to sell to Prudential Metropolitan or a Prudential Metropolitan Affiliate, and Prudential Metropolitan ▇▇▇▇▇▇ agrees to purchase, or to cause the purchase by a Prudential Metropolitan Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable Prior to the close of business on the Business Day next following the Acceptance Day, the Company, Prudential 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 Exhibit 2.2(e) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”"Confirmation of Acceptance"). If Any periodic spread quotes which are not accepted by the Company should fail to execute as herein provided shall expire at the close of business on the Acceptance Day, and return the applicable Confirmation no purchase or sale of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to 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 2F2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for PurchasePurchase (or such lesser amount as to which Prudential in its sole discretion may agree). Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “"ACCEPTED NOTE”") as to which such acceptance (herein called an “"ACCEPTANCE”") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “"ACCEPTANCE DAY” " for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(6) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “"CONFIRMATION OF ACCEPTANCE”"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within five 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 Obligors (such period herein called the "Acceptance Window"), the Company Obligors may, subject to the terms of paragraph 2FSection 2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company an Obligor notifying Prudential by telephone or telecopier in person 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 Obligors elect to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”"Accepted Note") as to which such acceptance (herein called an “ACCEPTANCE”"Acceptance") relates. The day the Company notifies Obligors notify Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” "Acceptance Day" for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2B(6) and the other terms and conditions hereof, the Company agrees Obligors agree to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Accepted Notes. As soon as practicable following the Acceptance Day, the CompanyObligors, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit D attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”"Confirmation of Acceptance"). If the Company Obligors should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within Unless otherwise agreed upon in a Statement of Work, upon completion of the Acceptance WindowProfessional Services and each Deliverable under a Statement of Work pursuant to any applicable acceptance criteria or test plans mutually agreed in writing between the Parties, Market Logic will, as applicable: a) inform Subscriber that all contracted configuration and content upload services have been completed; and/or b) provide access details to the Software Services to Subscriber. Both Parties agree to consider all Professional Services and each Deliverable accepted unless Market Logic is notified otherwise by Subscriber within fourteen (14) days (“Testing Period”). 5.3.1. As of the date of acceptance, the Company mayService Level Agreement shall apply, subject attached as an annex to the terms applicable Statement of paragraph 2F, elect to accept such interest rate quotes Work. 5.3.2. In the event Subscriber reasonably determines in good faith that the Professional Services or Deliverable/s do not satisfy the agreed upon acceptance criteria as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made Statement of Work or as mutually agreed upon in writing by an Authorized Officer the parties, Subscriber must notify Market Logic of the Company notifying Prudential by telephone or telecopier this in writing 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 quotesTesting Period, specifying the Private Shelf Notes (each deficiencies in detail. 5.3.3. Market Logic will re-perform the defective Professional Services and/or use reasonable efforts to correct such Private Shelf Note being herein called an “ACCEPTED NOTE”) deficiencies and resubmit the Deliverable for acceptance to Subscriber as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCECorrection Period”). Subscriber will review and test the re-performed Professional Services and resubmitted Deliverables for acceptance within an additional Testing Period. If the Company should Professional Services or Deliverables fail to meet acceptance after a second Correction Period, Subscriber may in its sole discretion, as a sole and exclusive remedy, either: a) allow Market Logic an additional Correction Period in accordance with the process described above; or b) terminate the relevant Statement of Work immediately upon written notice and recover all setup related one-time fees paid under the relevant Statement of Work for such deficient Deliverable. 5.3.4. Subscriber will cooperate in good faith to execute and return a Statement of Work for any revised requirements upon Market Logic’s request, if the applicable Confirmation parties determine that a Deliverable’s functional requirements specified in a Statement of Acceptance Work require modification, for example due to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingincorrect assumptions or changed requirements.

Acceptance. Within 6.1 Sigmatex shall not be deemed to have accepted any part of the Acceptance WindowGoods until after Sigmatex has actually inspected the Goods and ascertained that they are in accordance with the Contract or, if later and the Company mayGoods have not been inspected, subject a reasonable time (at least 30 Working Days) has elapsed since the Goods have been put into use. Any legal provision deeming when acceptance of the Goods is to have taken place is hereby excluded. 6.2 Until Sigmatex has accepted the Goods, if any Goods are found not to be in conformity with the Contract, Sigmatex shall be entitled to: a) reject the Goods delivered, treat the Contract as repudiated by the Seller and terminate the Contract as a whole; b) reject the Goods delivered, require the Seller to deliver replacement Goods conforming with the Contract by a further Delivery Date specified by Sigmatex and/or treat the Contract as repudiated by the Seller in respect of any remaining undelivered Goods; or c) accept those Goods which have been delivered, require the Seller to repair, rectify or pay the reasonable cost of repairing or rectifying the Goods and/or treat the Contract as repudiated by the Seller in respect of any remaining undelivered Goods. 6.3 Any acceptance by Sigmatex of Goods not in conformity with the Contract shall be without prejudice to any rights or remedies Sigmatex may have against the Seller, including the warranties under clause 9, and Sigmatex shall not be considered as the result of a deemed or express acceptance of the Goods to have agreed that the Goods supplied were supplied in accordance with the requirements of the Contract. 6.4 Sigmatex’s right to reject any Goods shall not be affected by the resale of any Goods to any third party. 6.5 Where any Goods are rejected by Sigmatex under the Contract the Goods shall be at the risk of the Seller and the Seller shall pay Sigmatex’s costs of handling. 6.6 In addition to its rights under clause 6.5 above, Sigmatex shall be entitled to return the Goods to the terms Seller and the Seller shall at the option of paragraph 2F, elect Sigmatex either collect the Goods or reimburse or pay Sigmatex the cost of returning the Goods to accept such interest rate quotes as the Seller. 6.7 The Seller upon receiving notice to not less than $5,000,000 aggregate principal amount that effect from Sigmatex shall repair or replace free of charge Goods damaged or lost in transit and due delivery of the Private Shelf Notes specified in Goods shall not be deemed to have taken place until replacement or repaired Goods have been delivered by the applicable Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects Seller to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingSigmatex.

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

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

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

Acceptance. Within 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 This Subscription Agreement is accepted by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based ABR FIRST CAPITAL LLC on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of As to: the principal amount of such in Promissory Notes set forth in Item 2.a.; or Promissory Notes. As soon as practicable following the Acceptance DayBy: . . . . . . . . . . . . . Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Its: President and Co-Founder IN WITNESS WHEREOF, the undersigned ▇▇▇▇▇▇ executes this counterpart signature page to the Operating Agreement of ABR First Capital LLC, as the same may be amended from time to time, and hereby authorizes ABR First Capital LLC to attach this counterpart signature page to the Operating Agreement as executed by the other parties thereto. Signature Signature of Second Individual, if applicable Name (Typed or Printed) Name (Typed or Printed) THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHE- CATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Principal Sum: USD $ .00 Effective Date: VAR , 20VAR FOR VALUE RECEIVED, ABR First Capital LLC, a Texas limited liability company, (the “Company”) promises to pay to (the “Holder”), Prudential the principal sum of USD $ .00 together with all accrued and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially unpaid interest thereon as set forth below in the form of EXHIBIT C attached hereto this Promissory Note (herein called a this “CONFIRMATION OF ACCEPTANCENote”). If The Holder and the Company should fail are referred to execute collectively as the “Parties” and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of each as 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“Party”.

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.1(e), the Company may, subject to the terms of paragraph 2FSection 2.1(g), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone telephone, email or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.1(g) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 2.1(f) attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2E or such shorter period as Prudential may specify to the Acceptance WindowCompany (such period being the "ACCEPTANCE WINDOW"), the Company may, subject to the terms of paragraph 2F2G, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “"ACCEPTED NOTE”") as to which such acceptance (herein called an “"ACCEPTANCE”") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “"ACCEPTANCE DAY” " for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2G and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “"CONFIRMATION OF ACCEPTANCE”"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three two Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time 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), the Company may, subject to the terms of paragraph 2FSection 2.1(g), elect to accept such interest rate quotes as to not less than $5,000,000 10,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.1(g) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 3 attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

Acceptance. Within the Acceptance WindowWindow with respect to any interest rate quotes provided pursuant to Section 2.3(e), the Company may, subject to the terms of paragraph 2FSection 2.3(g), elect to accept such interest rate quotes as to not less than $5,000,000 (or €5,000,000 or £5,000,000, as applicable) aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier electronic mail transmission or facsimile within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.3(g) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the Applicable Currency in which such Notes are to be denominated. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following the Company’s receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its Prudential’s receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to Section 2.5 or, in the event that due to conditions in the market place it shall not be feasible to hold such interest rate quotes open 30 minutes, such shorter period as Prudential may specify to the Company (such period being the “Acceptance Window”), the Company may, subject to the terms of paragraph 2FSection 2.7, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 1:30 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTEAccepted Note”) as to which such acceptance (herein called an “ACCEPTANCEAcceptance”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAYAcceptance Day” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F Section 2.7 and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Accepted Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C Exhibit 2.6 attached hereto (herein called a “CONFIRMATION OF ACCEPTANCEConfirmation of Acceptance”). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance Window, the Company may, subject to the terms of paragraph 2F, elect In order to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount the Redemption Offer, a holder of shares of Enviroq Stock must properly complete the Private Shelf Notes specified letter of transmittal and any other required forms included in the applicable Request for Purchase. Such election shall Redemption Materials ("Redemption Letter of Transmittal") and return the properly completed Redemption Letter of Transmittal, together with the certificates evidencing the shares of Enviroq Stock to be made by an Authorized Officer of redeemed in 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.Redemption, New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relatesEnviroq. The day the Company notifies Prudential Redemption Letter of an Acceptance Transmittal will contain instructions with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” surrender of certificates evidencing shares of Enviroq Stock and will require each holder of shares of Enviroq Stock to transfer good and marketable title to such shares of Enviroq Stock, free and clear of all liens, claims and encumbrances. The Redemption Materials will establish a procedure to be followed in the event that a holder has lost or had stolen the certificate(s) evidencing the shares of Enviroq Stock so owned by such holder. A properly completed Redemption Letter of Transmittal, together with the certificates evidencing shares of Enviroq Stock to be redeemed in the Redemption (or alternative forms, if such certificate(s) have been lost or stolen) must be received by Enviroq by that certain date ("Redemption Expiration Date") which shall be 5:00 p.m. (Central Time) on the day before the date of the special shareholder meeting to be convened to approve this Agreement and the Enviroq Merger or such later time as the board of directors of Enviroq shall designate. After the Redemption Expiration Date, no further Redemption Letters of Transmittal and certificates representing shares of Enviroq Stock shall be accepted by Enviroq in connection with the Redemption. Enviroq shall determine, in its sole discretion, whether a holder of Enviroq Stock has properly completed and returned the Letter of Transmittal together with certificates for the shares of Enviroq Stock being redeemed (or alternative forms, if such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expirecertificate(s) have been lost or stolen), and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and otherwise complied with the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially shall be set forth in the form of EXHIBIT C attached hereto Redemption Materials (herein called upon such affirmative determination by Enviroq, a “CONFIRMATION OF ACCEPTANCE”"Valid Acceptance"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

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

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 2B(5) or such shorter period as Prudential may specify to the Acceptance WindowCompany (such period herein called the "ACCEPTANCE WINDOW"), the Company may, subject to the terms of paragraph 2F2B(7), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “"ACCEPTED NOTE”") as to which such acceptance (herein called an “"ACCEPTANCE”") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “"ACCEPTANCE DAY” " for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 2B(7) and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “"CONFIRMATION OF ACCEPTANCE”"). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of thereof a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within and Unless otherwise instructed by the Acceptance WindowIssuer, each Agent will Rejection of advise the Issuer promptly by telephone of all orders to Orders: purchase Certificated Notes received by such Agent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion and, if such Agent or any of its affiliates shall be the offeror, shall advise the Issuer of that fact. Unless otherwise agreed by the Issuer and each Agent, the Company mayIssuer has the sole right to accept orders to purchase Certificated Notes and may reject any such orders in whole or in part. The Issuer will forthwith advise such Presenting Agent of the acceptance or rejection of any offer received through such Agent who shall then so advise the offeror. Preparation of If any order to purchase a Certificated Note is accepted by Pricing or on behalf of the Issuer, subject to and if so required by Section Supplement: 4(a)(i) of the Placement Agency Agreement, the Issuer, with the approval of the Presenting Agent, will prepare a Pricing Supplement reflecting the terms of paragraph 2Fsuch Certificated Note and will supply at least ten copies thereof (and additional copies if requested) to the Presenting Agent at the address set forth on Schedule I to the Placement Agency Agreement, elect and one copy thereof to accept such interest rate quotes as the Trustee, to not less be delivered by overnight courier or telecopy to arrive no late than $5,000,000 aggregate principal amount of the Private Shelf Notes specified in the applicable Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M.11:00 a.m., New York City local time) , on the Business Day following the sale date. The Presenting Agent will cause a Offering Memorandum and Pricing Supplement to be delivered to the purchaser of such Certificated Note. Outdated Pricing Supplements (other than those-retained for files), will be destroyed. Suspension of Subject to the Issuer's representations, warranties and Solicitation: covenants contained in the Placement Agency Agreement, the Issuer may instruct the Agent to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions, each Agent will forthwith suspend solicitation until such time as the Issuer has advised each Agent that such solicitation may be resumed. In the event that at the time the Issuer suspends solicitation of Purchases there shall be any orders outstanding for settlement, the Issuer will promptly advise each Agent and the Trustee whether such orders may be settled and whether copies of the Offering Memorandum as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Issuer will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company elects Issuer determines that such orders may not be settled or that copies of such Offering Memorandum may not be so delivered. No such suspension shall excuse any failure by the Issuer to accept such fulfill a contractual obligation to deliver any Certificated Notes. Procedure for When the Issuer has determined to change the interest rate quotesrates Rate Changes: of Certificated Notes being offered, specifying it will promptly advise the Private Shelf Notes (Agent and each such Private Shelf Note being herein called an “ACCEPTED NOTE”) Agent will forthwith suspend solicitation of orders. Each Agent will telephone the Issuer with recommendations as to which the changed interest rates. At such acceptance (time as the Issuer has advised the Agent of the new interest rates, the Agent may resume solicitation of orders. Until such time only "indications of interest" may be recorded. Delivery of A copy of the Offering Memorandum and any Pricing Supplement Offering relating to a Certificated Note must accompany or precede Memorandum: the earliest of any written offer of such Certificated Note, confirmation of the purchase of such Certificated Note and payment for such Certificated Note by its purchaser. If notice of a change in the terms of the Certificated Notes is received by the Agent between the time an order for a Certificated Note is placed and the time written confirmation thereof is sent by the Presenting Agent to a customer or his agent, such confirmation shall be accompanied by a Offering Memorandum and Pricing Supplement setting forth the terms in effect when the order was placed. Subject to "Suspension of Solicitation" above, the Presenting Agent will deliver a Offering Memorandum and Pricing Supplement as herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance described with respect to each Certificated Note sold by it. The Issuer will make such delivery if such Certificated Note is sold directly by the Issuer to a purchaser (other than any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”Agent). If the Company should fail to execute and return the applicable Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writing.

Acceptance. Within the Acceptance WindowThe foregoing Guaranty is accepted in Atlanta, Georgia, this 2ND DAY OF APRIL, --- ----- 1998 EMERGENT FINANCIAL CORP., A SOUTH CAROLINA CORP. By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ ---------------------------------------- Sr. Vice Pres CERTIFICATE OF BOARD RESOLUTIONS AND INCUMBENCY FIRST LIGHT ENTERTAINMENT CORPORATION I, the Company mayundersigned, subject to J. ▇▇▇▇ ▇▇▇ ▇▇▇▇, hereby certify that I am the terms Secretary and the official custodian of paragraph 2Fcertain records, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount including the Charter, By-Laws, and the minutes of the Private Shelf Notes specified meetings of the Board of Directors of FIRST LIGHT ENTERTAINMENT CORPORATION (the "Company"), a corporation duly chartered and existing under the laws of the State of Georgia, and that the following is a true, accurate and compared copy of the resolutions of the Board of Directors of said Corporation, duly adopted by written consent of the Board of Directors in lieu of a meeting, and that the same have not been revoked, annulled, modified or amended in any manner whatsoever, that same are in full force and effecting, and that all the Directors have duly approved same. As said Secretary, I further certify that there are no provisions in the applicable Request for Purchaselaws of the State of incorporation, or the Charter, or the By-Laws of this Corporation, or in any amendments thereto, or in any contracts or indentures of the Corporation, restricting the action contemplated by the below resolutions or requiring the consent or authorization of stockholders or of any other person, firm, entity, or corporation, other than the Board of Directors of the Corporation. Such election shall be made by an Authorized The following resolutions were unanimously adopted: RESOLVED, that the Chief Financial Officer and the Secretary of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”) as to which such acceptance (herein called an “ACCEPTANCE”) relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Notes is herein called the “ACCEPTANCE DAY” for such Accepted Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expirebe, and no purchase or sale of Private Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F they severally hereby are, authorized and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail directed to execute and return deliver to Emergent Financial Corp., a South Carolina corporation ("EFC") in the applicable Confirmation name and on behalf of Acceptance this corporation (1) the Loan and Security Agreement, Demand Promissory Note, Disclosure Statement Regarding Interest & Other Charges and all related Transaction Documents thereto forms of which having been submitted to Prudential this meeting and having been duly and fully considered thereat, and the execution thereof being deemed to be in the best interest of the Company and within three Business Days following receipt the express implied powers of a Confirmation the Company (and the delivery of Acceptance with respect such, whether or not acknowledged, by such corporate officers shall be deemed conclusive evidence of such agreement), and (2) such other agreements, instruments, statements and writings as the officer or officers executing the same may deem desirable or necessary in connection therewith (the execution, seal and delivery of any such other documents, agreements, or certifications, whether or not acknowledged, by such corporate officers shall be conclusive evidence of such requirement), and it was further RESOLVED, that said agreements and other statements in writing executed in the name and on behalf of the Company by the Chief Financial Officer and the Secretary shall be presumed conclusively to any Accepted Notesbe the Instruments, Prudential may at its election at any time prior the execution of which is authorized by these resolutions, and it was further RESOLVED, that it is to its receipt thereof cancel the closing with respect best interest of the Company to such Accepted Notes by so notifying borrow money and obtain credit for the Company in writingany amount from EFC on such terms as may seem to the Chief Financial Officer and the Secretary of this Company advisable, and such officers on behalf of this company are authorized and empowered to enter into, execute and deliver to EFC any promissory or collateral note evidencing any indebtedness to EFC, all drafts, acceptances of this company; to execute powers of attorney; to assign accounts receivable as collateral security; to execute applications for letter of credit; to pledge inventory or material as collateral security for any loan; to assign with full recourse to third party promissory notes, conditional sales contracts, chattel mortgages or other third party evidences of indebtedness together with any collateral securing such third party indebtedness; to execute mortgages on the personal property of this company to EFC as security for any loan; to execute assignments or satisfactions of any mechanic's lien; to execute security instruments and financing statements under the Uniform Commercial Code; to assign letters of credit in favor of this Company to EFC as security for any loan; to deliver financial and other statements to this Company to EFC and to make, execute and deliver any and all agreements, security instruments, documents and certificates as may from time to time be required by EFC to carry out and give effect to the above; and as security to pledge or assign and deliver accounts receivables or any other indebtedness or choses- in-action, stocks, bonds, bills receivable and other negotiable papers, bills of lading, warehouse receipts, insurance policies and certificates or any other property held by or belonging to this company and such officer has full authority to endorse, assign or guarantee the same in the name of this company; to guarantee the obligations of any other person, firm or corporation to EFC; hereby empowering any such officer to withdraw from EFC to authorize EFC to deliver to such officer or to one or more designated employees of this company any or all documents and securities or other property held by EFC in pledge or otherwise, and it was further RESOLVED, that any officer, agent or nominee of EFC is hereby authorized and empowered to endorse the name of this corporation to any and all checks, drafts and other instruments or orders for the payment of money payable to this corporation or its order, to deposit the same in any account or accounts of said EFC with any bank or trust company, and to deal with any and all such checks, drafts and other instruments or orders for the payment of money, and proceeds thereof and the property of said EFC; and it was further RESOLVED, that any bank or trust company be, and it hereby is, authorized and requested to receive for deposit to the credit of said EFC without further inquiry, all such checks, drafts and other orders or instruments for the payment of money, payable to this corporation or its order, and that said bank shall be under no liability to this corporation for the disposition which said EFC may or shall make of the said instruments or the proceeds thereof." I certify that the foregoing resolutions remain in full force and effect, have not been rescinded or modified, and conform with the charter and by-laws of the corporation. I further certify and attest that on the date of such meeting, and the present time, the following were and still are the duly elected, qualified and acting officers of this corporation and the true signatures and titles of such officers are set forth below:

Acceptance. Within 30 minutes after Prudential shall have provided any interest rate quotes pursuant to paragraph 3E or in the event that due to conditions in the market place it shall not be feasible to hold such interest rate quotes open 30 minutes, such shorter period as Prudential may specify to the Company at the time such interest rate quotes are provided to the Company (such period herein called the "Acceptance Window"), the Company may, subject to the terms of paragraph 2F3G, elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Private New Shelf Notes specified in the applicable related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential by telephone or telecopier within the Acceptance Window (but not earlier than 9:30 A.M. or later than 2:00 P.M., New York City local time) that the Company elects to accept such interest rate quotes, specifying the Private New Shelf Notes (each such Private Shelf Note being herein called an “ACCEPTED NOTE”"Accepted Shelf Note") as to which such acceptance (herein called an “ACCEPTANCE”"Acceptance") relates. The day the Company notifies Prudential of an Acceptance with respect to any Accepted Shelf Notes is herein called the “ACCEPTANCE DAY” "Acceptance Day" for such Accepted Shelf Notes. Any interest rate quotes as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Private New Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraph 2F 3G and the other terms and conditions hereof, the Company agrees to sell to Prudential or a Prudential Affiliate, and Prudential agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Shelf Notes at 100% of the principal amount of such New Shelf Notes. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate which is to purchase any such Accepted Shelf Notes will execute a confirmation of such Acceptance substantially in the form of EXHIBIT Exhibit C attached hereto (herein called a “CONFIRMATION OF ACCEPTANCE”). If the Company should fail to execute and return the applicable "Confirmation of Acceptance to Prudential within three Business Days following receipt of a Confirmation of Acceptance with respect to any Accepted Notes, Prudential may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company in writingAcceptance").

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

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