Common use of Cancellation Fee Clause in Contracts

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e) or the penultimate sentence of Section 4.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollars, the product of (1) the principal amount of such Accepted Note and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLC, or if such information ceases to be available through Tradeweb LLC, any publicly available source of such market data selected by Prudential, and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If If, on or after the Acceptance Day, the Company at any time notifies Prudential MetLife and each Purchaser in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential MetLife or a Purchaser notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e) 2.5 or the penultimate sentence of Section 4.3 3.2 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day Business Day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollars, to the product of (1i) the principal amount of such Accepted Note and (2ii) the quotient (expressed in decimals) obtained by dividing (yx) the excess of the ask price (as determined by Prudentialthe Lead Purchaser after consultation with the other Purchasers) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined determined, by Prudentialthe Lead Purchaser after consultation with the other Purchasers,) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (zy) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLCon the Bridge\Telerate Service, or if such information ceases to be available through Tradeweb LLCon the Bridge\Telerate Service, any publicly available source of such market data selected selected, by Prudentialthe Lead Purchaser after consultation with the other Purchasers, and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company of Accepted Note in writing under the circumstances set forth in the last sentence of Section 3.2(e2.1(e) or the penultimate sentence of Section 4.3 3.2 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to: (A) in the case of an Accepted Note denominated in Dollars, the product of (1) the principal amount of such Accepted Note and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLCon the Bridge\Telerate Service, or if such information ceases to be available through Tradeweb LLCon the Bridge\Telerate Service, any publicly available source of such market data selected by Prudential, and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (currency, including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee Fee, if applicable, be less than zero.

Cancellation Fee. If If, on or after the Acceptance Day, the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e) 2.5 or the penultimate sentence of Section 4.3 3.2 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day Business Day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollars, to the product of (1) the principal amount of such Accepted Note and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLCon the Bridge\Telerate Service, or if such information ceases to be available through Tradeweb LLCon the Bridge\Telerate Service, any publicly available source of such market data selected by Prudential, and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If (1) the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if (2) Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2.2(e) or the penultimate sentence of Section 4.3 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if (3) the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day Business Day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess excess, if any, of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2.2(g)(i). The foregoing bid and ask prices shall be as reported by Tradeweb on TradeWeb LLC, or if such information ceases to be available through Tradeweb on TradeWeb LLC, any publicly available source of such market data selected by Prudential, and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero. In the case of Section 2.2(g)(ii)(3) only, the Company shall not be required to pay the Cancellation Fee with respect to a cancellation of the closing of the purchase and sale of an Accepted Note if all conditions to Closing set forth in Section 4 hereof have been satisfied for such cancelled closing with respect to such Accepted Note (other than (x) Section 4.4(d) unless the Company or any Subsidiary Guarantor shall have failed to comply with any reasonable requests of the Purchasers or their special counsel to provide information necessary for the Purchasers’ special counsel to deliver the opinion required by such clause (d), (y) Section 4.5 unless the Company shall have failed to comply with the request of any Purchaser pursuant to the last sentence of such Section and (z) Section 4.6 if the Company’s failure to sell an Accepted Note results from another Purchaser refusing to purchase or being unable to purchase an Accepted Note for any reason specified in Section 4.5 unless the Company shall have failed to comply with the request of any Purchaser pursuant to the last sentence of such Section 4.5).

Cancellation Fee. If the Company at any time notifies Prudential MetLife or the Purchaser obligated to purchase any Accepted Note in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential MetLife or the Purchaser obligated to purchase any Accepted Note notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2.2(e) or the penultimate sentence of Section 4.3 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such any Accepted Note denominated in Sterling or Euros is not consummated on or prior to the day which is 20 Business Days after the Acceptance Day, or if the closing of the purchase and sale of any Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, or such twentieth Business Day after the Acceptance Day, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to: (A) in the case of an Accepted Note denominated in Dollars, the product of (1) the principal amount of such Accepted Note and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by PrudentialMetLife) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by PrudentialMetLife) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLCon the Bridge\Telerate Service, or if such information ceases to be available through Tradeweb LLCon the Bridge\Telerate Service, any publicly available source of such market data selected by PrudentialMetLife, and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than DollarsSterling or Euros, the aggregate of all costs and expenses (if any) incurred by such Purchaser or its affiliate with respect to any interest rate and/or currency exchange agreement entered into by the Purchaser or such affiliate and all unwinding costs incurred by such Purchaser or its affiliates affiliate on positions executed by or on behalf of such Purchaser it or such affiliates affiliate, in each case in contemplation of the Closing, in connection with the proposed lending in such currency and setting fixing the coupon in such currency (including replacement positions entered into for purposes and the principal of achieving short form hedge account treatment under FAS133)the Accepted Note, provided, however, that any gain realized upon the either unwinding of any such positions interest rate hedging arrangements or currency swaps shall be offset against any such unwinding costscosts incurred in either instance. Such positions include (without limitation) currency and interest rate swaps, futures and futures, forwards, any government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of contracts which may be are subject to substantial price volatility. Such costs may also include losses (without limitationif any) losses incurred by such Purchaser or its affiliates affiliate as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate such Purchaser in accordance with generally accepted financial practicepractice in the sole discretion of such Purchaser and upon request the Purchaser shall provide the Company with a certificate setting out the manner of calculation and the amount set out in such certificate shall be conclusive, save in the case of manifest error. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential any Investor Group Representative in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note that is a Fixed Rate Note, or if Prudential an Investor Group Representative notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2.1(f) or the penultimate sentence of Section 4.3 3.2 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”) for any reason (other than, with respect to any Purchaser, the failure of such Purchaser to purchase such Accepted Notes despite the satisfaction of all other conditions to the closing of such Accepted Notes), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollars, calculated to be the product of (1) the principal amount of such Accepted Note Note, and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by Prudential) the applicable Investor Group Representative of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudentialthe applicable Investor Group Representative) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLC, or if such information ceases to be available through Tradeweb LLC, any publicly available source of such market data selected as is then customarily used by Prudentialthe applicable Investor Group Representative, and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the portion of a Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(eparagraph 2B(5) or the penultimate sentence of Section 4.3 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser the Purchasers which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date Notes in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: PI X PA where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(8)(ii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTelerate Systems, or Inc. (or, if such information data for any reason ceases to be available through Tradeweb LLCTelerate Systems, Inc., any publicly available source of such similar market data selected by Prudential, and data). Each price shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2.2(e) or the penultimate sentence of Section 4.3 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2.2(g)(iii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTradeWeb LLC (or, or if such information data for any reason ceases to be available through Tradeweb TradeWeb LLC, any publicly available source of such similar market data selected by Prudential, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. (a) If the Company at any time notifies Prudential (i) Imagyn shall have entered into an agreement, including without limitation an agreement in writing that principle, with respect to an Acquisition Proposal other than the Company is canceling the closing Merger contemplated by this Agreement; (ii) Imagyn shall breach any of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence provisions of Section 3.2(e6.2 above or shall recommend or approve an Acquisition Proposal pursuant to Section 6.2; or (iii) any person, entity or the penultimate sentence group of Section 4.3 that the closing persons or entities acting in concert shall acquire beneficial ownership of more than fifty percent (50%) of the purchase and sale voting securities of such Accepted Note is to be canceledImagyn as a result of an Acquisition Proposal and, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated (i) or (ii), this Agreement is terminated by Imagyn pursuant to Section 8.1(c), Section 8.1(e), or Section 8.1(f); then Urohealth shall be entitled to be paid by Imagyn a fee in Dollarscash or immediately available funds of Three Million Five Hundred Thousand U.S. Dollars ($3,500,000) (the "CANCELLATION FEE"). (b) Imagyn shall pay to Urohealth the Cancellation Fee provided in Section 8.3(a) above within ten (10) days of written demand therefor by Urohealth. The payment of the Cancellation Fee shall be conditioned on there being no material breach of the obligations of Urohealth and Urohealth Sub hereunder. If Imagyn fails to pay any amount due Urohealth pursuant to this Section 8.3 when due, Imagyn shall pay interest thereon, from the product date due until the date paid in full, at the Prime Rate as announced from time to time by Bank of America or 32 any successor thereto (1the "PRIME RATE") and shall reimburse Urohealth for all reasonable attorneys' fees and other costs and expenses incurred by Urohealth in collecting such amount from Imagyn. (c) Notwithstanding anything herein to the principal amount contrary, payment of such Accepted Note the Cancellation Fee as provided in subsections (a) and (2b) of this Section 8.3 shall constitute full settlement of any and all liabilities and obligations of Imagyn under this Agreement, except for liabilities arising from fraud or intentional misrepresentation with respect to this Agreement by Imagyn and except as provided in subsection (d). (d) In the quotient event that either Imagyn or Urohealth terminates this Agreement pursuant to Section 8.1(c) hereof, then the non-terminating party shall pay to the terminating party One Million U.S. Dollars (expressed in decimals$1,000,000) obtained by dividing (y) the excess representing full payment of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLC, or if such information ceases to be available through Tradeweb LLC, any publicly available source of such market data selected by Prudential, and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs terminating party's reasonable out-of-pocket expenses incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency negotiation, execution and setting the coupon in such currency performance of this Agreement (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133"EXPENSE REIMBURSEMENT PAYMENT"), ; provided, however, that the terminating party shall not be entitled to any gain realized upon Expense Reimbursement Payment pursuant to this Section 8.3(d) if at the unwinding time of any termination the non-terminating party also would have been entitled to terminate this Agreement pursuant to Section 8.1(c). In addition, if the stockholders of Urohealth or Imagyn fail to approve the Merger and this Agreement is terminated by Imagyn or Urohealth pursuant to Section 8.1(e), then the party whose stockholders have so failed to approve the Merger shall pay to the other party thereto the Expense Reimbursement Payment; provided, however, that no such positions Expense Reimbursement Payment shall be offset against any due under this sentence if the stockholders of the party which would have otherwise been entitled to such unwinding costs. Such positions include (without limitation) currency Expense Reimbursement Payment have previously failed to approve the Merger at the stockholders meeting called for that purpose; and interest rate swapsprovided, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may further that the Expense Reimbursement Payment shall not be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations payable in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the event that the Cancellation Fee be less than zerois payable.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(eparagraph 2A(5) or the penultimate sentence of Section 4.3 paragraph 2A(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2A(8)(iii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTradeWeb LLC (or, or if such information data for any reason ceases to be available through Tradeweb TradeWeb LLC, any publicly available source of such similar market data selected by Prudential, data). Each price shall be based on a U.S. Treasury security having a part value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential New York Life in writing that the Company is canceling the closing of the purchase and sale of any Fixed Rate Accepted Note, or if Prudential New York Life notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(eparagraph 2A(6) or the penultimate sentence of Section 4.3 paragraph 2A(8) that the closing of the purchase and sale of such any Fixed Rate Accepted Note is to be canceled, or if the closing of the purchase and sale of such any Fixed Rate Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called is the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date Purchasers in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (yi) the excess of the ask price (as determined by PrudentialNew York Life) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by PrudentialNew York Life) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such said Accepted Note by (zii) such that bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2A(9)(c). The foregoing bid and ask prices will be as reported by Tradeweb LLC, or if such information ceases to be available through Tradeweb LLC, any publicly available source of such market data selected by Prudential, and data. Each price will be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall will the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2.2(e) or the penultimate sentence of Section 4.3 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollars, to the product of (1) the principal amount of such Accepted Note and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLC, or if such information ceases to be available through Tradeweb LLC, any publicly available source of such market data selected by Prudential, and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential MetLife in writing that the Company is canceling the closing of the purchase and sale of any Accepted NoteNote to be sold by the Company, or if Prudential MetLife notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2.2(e) or the penultimate sentence of Section 4.3 3.2 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to: (A) in the case of an Accepted Note denominated in Dollarsbearing a fixed interest rate, the product of (1) the principal amount of such Accepted Note and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by PrudentialMetLife) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by PrudentialMetLife) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLCon the Bridge\Telerate Service, or if such information ceases to be available through Tradeweb LLCon the Bridge\Telerate Service, any publicly available source of such market data selected by PrudentialMetLife, and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in bearing a currency other than Dollarsfloating interest rate, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133)LIBOR Rate Note Margin, provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential MetLife or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential PIM in writing that the Company is canceling the closing of the purchase and sale of any Accepted Shelf Note, or if Prudential PIM notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(eparagraph 2B(5) or the penultimate sentence of Section 4.3 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Shelf Note is to be canceled, or if the closing of the purchase and sale of such Accepted Shelf Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date Purchasers in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by PrudentialPIM) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by PrudentialPIM) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Shelf Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(8)(iii). The foregoing bid and ask prices shall be as reported by Tradeweb LLC, or if such information ceases to be available through Tradeweb LLC, any publicly available source of such market data selected as is then customarily used by Prudential, PIM. Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential MetLife in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential MetLife notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(eparagraph 2B(6) or the penultimate sentence of Section 4.3 paragraph 2B(8) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay on the Cancellation Date to each Purchaser which shall have agreed to purchase any such Accepted Note no later than one day after the Cancellation Date that is a Fixed Rate Note in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by PrudentialMetLife) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by PrudentialMetLife) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(9)(iii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTelerate Systems, or Inc. (or, if such information data for any reason ceases to be available through Tradeweb LLCTelerate Systems, Inc., any publicly available source of such similar market data selected by Prudential, and data). Each price shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero. In the case of any such Accepted Note that is a Floating Rate Note, the Company will pay on the Cancellation Date to each Purchaser which shall have agreed to purchase such Accepted Note in immediately available funds the Breakage Amount, if any, with respect to such Accepted Note.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e) or the penultimate sentence of Section 4.3 3(b) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “"Cancellation Date”"), the Company will shall pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds on the Cancellation Date an amount (the “"Cancellation Fee”") equal to (A) in the case of an Accepted Note denominated in Dollars, to the product of (1A) the principal amount of such Accepted Note and (2B) the quotient (expressed in decimals) obtained by dividing (yI) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) in respect of such Accepted Note on the Cancellation Date over the bid price (as determined by Prudential) of the such Hedge Treasury Note(s) on the (Acceptance Day for such Accepted Note by (zII) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLC, TradeWeb LLC (or if such information data for any reason ceases to be available through Tradeweb LLC, TradeWeb LLC any publicly available source of such market data selected by Prudential, ) and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling cancelling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(eparagraph 2B(7) or the penultimate sentence of Section 4.3 that the closing of the purchase and sale of such any Accepted Note is to be canceledcancelled, or if the closing of the purchase and sale of such any Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “"Cancellation Date”"), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after Prudential (for the Cancellation Date benefit of the Purchasers) in immediately available funds an amount (the “"Cancellation Fee”") equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: PI X PA where "PI" means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and "PA" has the meaning ascribed to it in paragraph 2B(8)(ii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTelerate Systems, or Inc. (or, if such information data for any reason ceases to be available through Tradeweb LLCTelerate Systems, Inc., any publicly available source of such similar market data selected by Prudential, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(eparagraph 2B(5) or the penultimate sentence of Section 4.3 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date Purchasers in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: PI X PA where PI means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and PA has the meaning ascribed to it in paragraph 2B(8)(iii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTelerate Systems, or Inc. (or, if such information data for any reason ceases to be available through Tradeweb LLCTelerate Systems, Inc., any publicly available source of such similar market data selected by Prudential, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2.2(e) or the penultimate sentence of Section 4.3 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (or any agreed upon extension thereof) (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollars, to the product of (1A) the principal amount of such Accepted Note and (2B) the quotient (expressed in decimals) obtained by dividing (y1) the excess of the ask price (as reasonably determined by Prudential) of the Hedge Treasury Note(s) in respect of such Accepted Note on the Cancellation Date over the bid price (as reasonably determined by Prudential) of the Hedge Treasury Note(s) in respect of such Accepted Note on the Acceptance Day for such Accepted Note by (z2) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLCon Tradeweb, or if such information ceases to be available through Tradeweb LLCon Tradeweb, any publicly available source of such market data selected by Prudential, and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential MetLife in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential MetLife notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2(f) or the penultimate sentence of Section 4.3 3.2 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser Graybar Electric Company, Inc. which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal tocalculated as follows: (A) in the case of an Accepted Note denominated in Dollarsbearing a fixed interest rate, the product of (1) the principal amount of such Accepted Note and (2) where “PI” means Price Increase, i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by PrudentialMetLife) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by PrudentialMetLife) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning in Section 2(h)(ii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTradeWeb LLC (or, or if such information data for any reason ceases to be available through Tradeweb TradeWeb LLC, any publicly available source of such similar market data selected by Prudential, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential New York Life in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential New York Life notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(eparagraph 2B(6) or the penultimate sentence of Section 4.3 paragraph 2B(8) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date Purchasers in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by PrudentialNew York Life) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by PrudentialNew York Life) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(9)(iii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTelerate Systems, or Inc. (or, if such information data for any reason ceases to be available through Tradeweb LLCTelerate Systems, Inc., any publicly available source of such similar market data selected by Prudential, and data). Each price shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2.2(e) or the penultimate sentence of Section 4.3 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollars, to the product of (1) the principal amount of such Accepted Note and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLC, or if such information ceases to be available through Tradeweb LLC, any publicly available source of such market data selected by Prudential, and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.A/75932249.10

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2.1(e) or the penultimate sentence of Section 4.3 2.1(g) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after on the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2.1(h)(ii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTradeWeb LLC (or, or if such information data for any reason ceases to be available through Tradeweb TradeWeb LLC, any publicly available source of such similar market data selected by Prudential, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(eparagraph 2B(5) or the penultimate sentence of Section 4.3 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(8)(ii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTradeWeb LLC (or, or if such information data for any reason ceases to be available through Tradeweb TradeWeb LLC, any publicly available source of such similar market data selected by Prudential, data). Each price shall be based on a U.S. Treasury security having a part value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If If, on or after the Acceptance Day, the Company at any time notifies Prudential AIG in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential AIG notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e) 2.5 or the penultimate sentence of Section 4.3 3.2 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day Business Day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to: (A) in the case of an Accepted Note denominated in Dollars, the product of (1) the principal amount of such Accepted Note and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by PrudentialAIG) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by PrudentialAIG) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLCon the Bridge\Telerate Service, or if such information ceases to be available through Tradeweb LLCon the Bridge\Telerate Service, any publicly available source of such market data selected by PrudentialAIG, and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs reasonably incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (currency, including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential AIG or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(eparagraph 2B(5) or the penultimate sentence of Section 4.3 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(8)(iii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTradeWeb LLC (or, or if such information data for any reason ceases to be available through Tradeweb TradeWeb LLC, any publicly available source of such similar market data selected by Prudential, and data). Each price shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(eparagraph 2B(5) or the penultimate sentence of Section 4.3 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after on the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(8)(iii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTradeWeb LLC (or, or if such information data for any reason ceases to be available through Tradeweb TradeWeb LLC, any publicly available source of such similar market data selected by Prudential, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential New York Life in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential New York Life notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2.2(f) or the penultimate sentence of Section 4.3 2.2(h) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after on the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (y1) the excess of the ask price (as determined by PrudentialNew York Life) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by PrudentialNew York Life) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (z2) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2.2(h)(1). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTradeWeb LLC (or, or if such information data for any reason ceases to be available through Tradeweb TradeWeb LLC, any publicly available source of such similar market data selected by Prudential, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential MetLife in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential MetLife notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e) or the penultimate sentence of Section 4.3 3(b) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period for any reason other than the failure of one or more Purchasers to deliver payment for the Notes as provided in Section 3 (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “"Cancellation Date”"), the Company will shall pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds on the Cancellation Date an amount (the “"Cancellation Fee”") equal to (A) in the case of an Accepted Note denominated in Dollars, to the product of (1A) the principal amount of such Accepted Note and (2B) the quotient (expressed in decimals) obtained by dividing (yI) the excess of the ask price (as determined by PrudentialMetLife in good faith) of the Hedge Treasury Note(s) in respect of such Accepted Note on the Cancellation Date over the bid price (as determined by PrudentialMetLife in good faith) of the such Hedge Treasury Note(s) on the (Acceptance Day for such Accepted Note by (zII) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLC, TradeWeb LLC (or if such information data for any reason ceases to be available through Tradeweb LLC, TradeWeb LLC any publicly available source of such market data selected by Prudential, MetLife in good faith) and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(eparagraph 2B(5) or the penultimate sentence of Section 4.3 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “"Cancellation Date”"), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date Prudential in immediately available funds an amount (the “"Cancellation Fee”") equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where "PI" means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and "PA" has the meaning ascribed to it in paragraph 2A(8)(iii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTelerate Systems, or Inc. (or, if such information data for any reason ceases to be available through Tradeweb LLCTelerate Systems, Inc., any publicly available source of such similar market data selected by Prudential, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2(e) or the penultimate sentence of Section 4.3 3.2 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after on the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2(g)(iii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTradeWeb LLC (or, or if such information data for any reason ceases to be available through Tradeweb TradeWeb LLC, any publicly available source of such similar market data selected by Prudential, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(eparagraph 2B(5) or the penultimate sentence of Section 4.3 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(8)(iii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTradeWeb LLC (or, or if such information data for any reason ceases to be available through Tradeweb TradeWeb LLC, any publicly available source of such similar market data selected by Prudential, data). Each price shall be based on a U.S. Treasury security having a part value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(eparagraph 2B(5) or the penultimate sentence of Section 4.3 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after on the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(8)(iii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTradeWeb LLC (or, or if such information data for any reason ceases to be available through Tradeweb TradeWeb LLC, any publicly available source of such similar market data selected customarily used by Prudential, financial institutions). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company Issuer at any time notifies Prudential in writing that the Company Issuer is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company Issuer in writing under the circumstances set forth in the last sentence of Section 3.2(eparagraph 2B(5) or the penultimate sentence of Section 4.3 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (other than the failure of a Purchaser to fund the purchase of an Accepted Note after all conditions to closing specified in paragraph 3 have been timely satisfied) (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “"Cancellation Date”"), the Company Issuer will pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “"Cancellation Fee”") equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where "PI" means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and "PA" has the meaning ascribed to it in paragraph 2B(8)(iii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTradeWeb LLC (or, or if such information data for any reason ceases to be available through Tradeweb TradeWeb LLC, any publicly available source of such similar market data selected by Prudential, and data). Each price shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(eparagraph 2B(6) or the penultimate sentence of Section 4.3 paragraph 2B(8) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date Purchasers in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(9)(iii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTelerate Systems, or Inc. (or, if such information data for any reason ceases to be available through Tradeweb LLCTelerate Systems, Inc., any publicly available source of such similar market data selected by Prudential, and data). Each price shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential the Purchaser obligated to purchase any Accepted Note in writing that the Company is canceling the closing of the purchase and sale of any such Accepted Note, or if Prudential the Purchaser obligated to purchase any Accepted Note notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e) or the penultimate sentence of Section 4.3 paragraph 2H that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”"CANCELLATION DATE"), the Company will will, upon demand by such Purchaser pay to each such Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”"CANCELLATION FEE") equal to (A) to the price increase described in the case of an Accepted Note denominated in Dollars, next sentence (the product of (1"PRICE MOVEMENT") divided by 100 and multiplied by the principal amount of such Accepted Note and (2) the quotient Note. The Price Movement (expressed in decimals) obtained shall be calculated by dividing subtracting (ya) the excess bid price at the time of the ask price Acceptance on the - Acceptance Day for such Accepted Note of U.S. Treasury securities having a maturity equal to or closest to the average life of such Accepted Note (as determined by Prudential) of as reported on the Hedge Treasury Note(sdisplay designated as "Page 678" on the Telerate Service (or such other display as may replace Page 678 on the Telerate Service), from (b) the ask price at 10:00 A.M. (New York City local - time) on the Cancellation Date over the bid price of such U.S. Treasury securities (as determined by PrudentialPrudential in (a) of the Hedge Treasury Note(sabove) as reported on the Acceptance Day for display designated as "Page 678" on the Telerate Service (or such Accepted Note by (z) such bid price, with other display as may replace Page 678 on the foregoing bid Telerate Service). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and ask prices as reported by Tradeweb LLC, or if such information ceases to shall be available through Tradeweb LLC, any publicly available source of such market data selected by Prudential, and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Shelf Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(eparagraph 2B(5) or the penultimate sentence of Section 4.3 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Shelf Note is to be canceled, or if the closing of the purchase and sale of such Accepted Shelf Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date Purchasers in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Shelf Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(8)(iii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCBridge/Telerate (or, or if such information data for any reason ceases to be available through Tradeweb LLCBridge/Telerate, any publicly available source of such similar market data selected by Prudential, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e) or the penultimate sentence of Section 4.3 3(b) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will shall pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds on the Cancellation Date an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollars, to the product of (1A) the principal amount of such Accepted Note and (2B) the quotient (expressed in decimals) obtained by dividing (yI) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) in respect of such Accepted Note on the Cancellation Date over the bid price (as determined by Prudential) of the such Hedge Treasury Note(s) on the (Acceptance Day for such Accepted Note by (zII) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLC, TradeWeb LLC (or if such information data for any reason ceases to be available through Tradeweb LLC, TradeWeb LLC any publicly available source of such market data selected by Prudential, ) and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e) or the penultimate sentence of Section 4.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to to (A) in the case of an Accepted Note denominated in Dollars, the product of (1) the principal amount of such Accepted Note and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLC, or if such information ceases to be available through Tradeweb LLC, any publicly available source of such market data selected by Prudential, and rounded to the second decimal place; and and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential MetLife in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential MetLife notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e) or the penultimate sentence of Section 4.3 3(b) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period for any reason other than the failure of one or more Purchasers to deliver payment for the Notes as provided in Section 3 (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will shall pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds on the Cancellation Date an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollars, to the product of (1A) the principal amount of such Accepted Note and (2B) the quotient (expressed in decimals) obtained by dividing (yI) the excess of the ask price (as determined by PrudentialMetLife in good faith) of the Hedge Treasury Note(s) in respect of such Accepted Note on the Cancellation Date over the bid price (as determined by PrudentialMetLife in good faith) of the such Hedge Treasury Note(s) on the (Acceptance Day for such Accepted Note by (zII) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLC, TradeWeb LLC (or if such information data for any reason ceases to be available through Tradeweb LLC, TradeWeb LLC any publicly available source of such market data selected by Prudential, MetLife in good faith) and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2.2(e) or the penultimate sentence of Section 4.3 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after on the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2.2(g)(3). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTradeWeb LLC (or, or if such information data for any reason ceases to be available through Tradeweb TradeWeb LLC, any publicly available source of such similar market data selected by Prudential, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(eparagraph 2B(6) or the penultimate sentence of Section 4.3 paragraph 2B(8) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date Purchasers in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(9)(ii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTelerate Systems, or Inc. (or, if such information data for any reason ceases to be available through Tradeweb LLCTelerate Systems, Inc., any publicly available source of such similar market data selected by Prudential, and data). Each price shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2.2(e) or the penultimate sentence of Section 4.3 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period or such later date as agreed pursuant to Section 2.2(c) (the date of any such notification, or the last day of the Issuance PeriodPeriod or such later date, as the case may be, being herein called the “Cancellation Date”), the Company will shall pay to each Purchaser which shall have agreed to purchase such Accepted Note in immediately available funds no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollars, to the product of (1A) the principal amount of such Accepted Note and (2B) the quotient (expressed in decimals) obtained by dividing (y1) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z2) such bid price, with the foregoing bid and ask prices as reported by Tradeweb TradeWeb LLC, or if such information ceases to be available through Tradeweb from TradeWeb LLC, any publicly available source of such market data selected by Prudential, and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential MetLife in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential MetLife notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2(f) or the penultimate sentence of Section 4.3 3.2 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal tocalculated as follows: Graybar Electric Company, Inc.Private Shelf Agreement (A) in the case of an Accepted Note denominated in Dollarsbearing a fixed interest rate, the product of (1) the principal amount of such Accepted Note and (2) where “PI” means Price Increase, i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by PrudentialMetLife) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by PrudentialMetLife) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning in Section 2(h)(ii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTradeWeb LLC (or, or if such information data for any reason ceases to be available through Tradeweb TradeWeb LLC, any publicly available source of such similar market data selected by Prudential, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2.2(e) or the penultimate sentence of Section 4.3 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollars, to the product of (1) the principal amount of such Accepted Note and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLCon the Bridge\Telerate Service, or if such information ceases to be available through Tradeweb LLCon the Bridge\Telerate Service, any publicly available source of such market data selected by Prudential, and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2.2(f) or the penultimate sentence of Section 4.3 2.2(h) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after on the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (y1) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (z2) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2.2(h)(1). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTradeWeb LLC (or, or if such information data for any reason ceases to be available through Tradeweb TradeWeb LLC, any publicly available source of such similar market data selected by Prudential, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2.1(f) or the penultimate sentence of Section 4.3 2.1(h) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after on the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by PrudentialPrudential in good faith) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by PrudentialPrudential in good faith) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2.1(i)(i). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTradeWeb LLC (or, or if such information data for any reason ceases to be available through Tradeweb TradeWeb LLC, any publicly available source of such similar market data selected by Prudential, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential the Purchaser obligated to purchase any Accepted Note in writing that the Company is canceling the closing of the purchase and sale of any such Accepted Note, or if Prudential the Purchaser obligated to purchase any Accepted Note notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e) or the penultimate sentence of Section 4.3 paragraph 2H that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “"Cancellation Date”"), the Company will will, upon demand by such Purchaser pay to each such Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “"Cancellation Fee”") equal to (A) to the price increase described in the case of an Accepted Note denominated in Dollars, next sentence (the product of (1"Price Movement") divided by 100 and multiplied by the principal amount of such Accepted Note and (2) the quotient Note. The Price Movement (expressed in decimals) obtained shall be calculated by dividing subtracting (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) at the time of the Hedge Treasury Note(s) Acceptance on the Acceptance Day for such Accepted Note of U.S. Treasury securities having a maturity equal to or closest to the average life of such Accepted Note (as determined by (zPrudential) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLCon the Treasury Yield Monitor Page (or such other display as may replace the Treasury Yield Monitor Page), or if such information ceases to be available through Tradeweb LLC, any publicly available source from (b) the ask price at 10:00 A.M. (New York City local time) on the Cancellation Date of such market data selected U.S. Treasury securities (as determined by Prudential, Prudential in (a) above) as reported on the Treasury Yield Monitor Page (or such other display as may replace the Treasury Yield Monitor Page). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(eparagraph 2B(5) or the penultimate sentence of Section 4.3 paragraph 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall the Purchasers who have agreed to purchase such Accepted Note no later than one day after the Cancellation Date Notes in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: PI X PA where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2B(8)(ii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTelerate Systems, or Inc. (or, if such information data for any reason ceases to be available through Tradeweb LLCTelerate Systems, Inc., any publicly available source of such similar market data selected by Prudential, and data). Each price shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero. 2B(8)(iv). Reserved.

Cancellation Fee. If the Company at any time notifies Prudential NYLIM in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential NYLIM notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e) paragraph 2F or the penultimate sentence of Section 4.3 paragraph 2H that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudentialthe applicable page/screen of Bloomberg’s market data (“Bloomberg”)) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by PrudentialBloomberg) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2I(2). The foregoing bid and ask prices shall be as reported by Tradeweb LLCBloomberg (or, or if such information data for any reason ceases to be available through Tradeweb LLCBloomberg, any publicly available source of such similar market data selected by Prudential, data). Each price shall be based on a U.S. Treasury security having a par value of $100,000,000 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2.2(e) or the penultimate sentence of Section 4.3 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollars, to the product of (1A) the principal amount of such Accepted Note and (2B) the quotient (expressed in decimals) obtained by dividing (y1) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z2) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLCon the Bridge\Telerate Service, or if such information ceases to be available through Tradeweb LLCon the Bridge\Telerate Service, any publicly available source of such market data selected by Prudential, and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential PGIM in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential PGIM notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2B(5) or the penultimate sentence of Section 4.3 2B(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date or as directed by PGIM in immediately available funds on the Cancellation Date an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by PrudentialPGIM) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by PrudentialPGIM) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2B(8)(ii). The foregoing bid and ask prices shall be as reported by Tradeweb LLC, or if such information ceases to be available through Tradeweb LLC, any publicly available source of such market data selected as is then customarily used by PrudentialPGIM, and rounded to the second decimal place; and (B) in . If any closing of the case purchase and sale of an any Accepted Note denominated is cancelled due to the conditions specified in a currency other than DollarsSection 2B(8)(iv) below, then the aggregate terms of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions Section 2B(8)(iv) below shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practiceapply. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2.2(e) or the penultimate sentence of Section 4.3 3.3 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to: (A) in the case of an Accepted Note denominated in Dollars, the product of (1) the principal amount of such Accepted Note and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLCon the Bridge\Telerate Service, or if such information ceases to be available through Tradeweb LLCon the Bridge\Telerate Service, any publicly available source of such market data selected by Prudential, and rounded to the second decimal place; andplus (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (currency, including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If If, on or after the Acceptance Day, the Company at any time notifies Prudential MetLife and each Purchaser in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential MetLife or a Purchaser notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e) 2.5 or the penultimate sentence of Section 4.3 3.2 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day Business Day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to: (A) in In the case of an Accepted Note denominated in Dollars, the product of (1i) the principal amount of such Accepted Note and (2ii) the quotient (expressed in decimals) obtained by dividing (yx) the excess of the ask price (as determined by Prudentialthe Lead Purchaser after consultation with the other Purchasers) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined determined, by Prudentialthe Lead Purchaser after consultation with the other Purchasers,) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (zy) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLCon the Bridge\Telerate Service, or if such information ceases to be available through Tradeweb LLCon the Bridge\Telerate Service, any publicly available source of such market data selected selected, by Prudentialthe Lead Purchaser after consultation with the other Purchasers, and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs reasonably incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (currency, including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential MetLife or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted NoteNote to be sold by the Company, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e2.2(e) or the penultimate sentence of Section 4.3 3.2 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollars, : the product of (1) the principal amount of such Accepted Note and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLCon the Bridge\Telerate Service, or if such information ceases to be available through Tradeweb LLCon the Bridge\Telerate Service, any publicly available source of such market data selected by Prudential, and rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(eparagraph 2A(5) or the penultimate sentence of Section 4.3 paragraph 2A(7) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will pay on the Cancellation Date to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in paragraph 2A(8)(iii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTradeWeb LLC (or, or if such information data for any reason ceases to be available through Tradeweb TradeWeb LLC, any publicly available source of such similar market data selected by Prudential, data). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.

Cancellation Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company in writing under the circumstances set forth in the last sentence of Section 3.2(e) or the penultimate sentence of Section 4.3 paragraph 3C that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company will shall pay to each the Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds on the Cancellation Date an amount (the “Cancellation Fee”) equal to (Ai) in the case of an Accepted Note denominated in Dollars, the product of (1) the principal amount of such Accepted Note and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price, with the foregoing bid and ask prices as reported by Tradeweb LLC, or if such information ceases to be available through Tradeweb LLC, any publicly available source of such market data selected by Prudential, and rounded to the second decimal place; and (Bii) in the case of an Accepted Note denominated in a currency other than Dollars, the sum of: (A) the product of (1) the principal amount of such Accepted Note and (2) the quotient (expressed in decimals) obtained by dividing (y) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price; plus (B) if the coupon with respect to such Accepted Note has been fixed based upon the currency of such Accepted Note, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting fixing the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133)currency, provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such ; such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero. Notwithstanding the foregoing, no Cancellation Fee shall be payable in connection with the closing of the purchase and sale of any Accepted Note if the cancellation of the closing of the purchase and sale of such Accepted Note results solely from the failure to timely satisfy either or both of the conditions precedent in paragraph 4B(3) and paragraph 4F(3) or from the inability of the applicable Purchasers to procure the funds necessary to purchase the Notes.

Cancellation Fee. If the Company Issuer at any time notifies Prudential in writing that the Company Issuer is canceling the closing of the purchase and sale of any Accepted Note, or if Prudential notifies the Company Issuer in writing under the circumstances set forth in the last sentence of Section 3.2(e2.2(e) or the penultimate sentence of Section 4.3 3.2(ii) that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, notification or the last day of the Issuance Period, as the case may be, being herein called the “Cancellation Date”), the Company Issuer will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after on the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) equal to (A) in the case of an Accepted Note denominated in Dollarscalculated as follows: where “PI” means Price Increase, the product of (1) the principal amount of such Accepted Note and (2) i.e., the quotient (expressed in decimals) obtained by dividing (ya) the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential) of the Hedge Treasury Note(sNotes(s) on the Acceptance Day for such Accepted Note by (zb) such bid price, with ; and “PA” has the meaning ascribed to it in Section 2.2(g)(ii). The foregoing bid and ask prices shall be as reported by Tradeweb LLCTradeWeb LLC (or, or if such information data for any reason ceases to be available through Tradeweb TradeWeb LLC, any publicly available source of such similar market data reasonably selected by Prudential, ). Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place; and (B) in the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed lending in such currency and setting the coupon in such currency (including replacement positions entered into for purposes of achieving short form hedge account treatment under FAS133), provided, however, that any gain realized upon the unwinding of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) xxxxxx and currency exchange contracts, all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser shall be reasonably determined by Prudential or its affiliate in accordance with generally accepted financial practice. In no case shall the Cancellation Fee be less than zero.