Common use of Facility Closings Clause in Contracts

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

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

Facility Closings. Not later than 1:30 p.m. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the account account(s) specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph Section 2B(7), or any of the conditions specified in Section 4 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m., New York City local time, on such scheduled Closing Day notify PIM (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if applicable, in accordance with Section 2B(8)(iii2B(8)(ii), or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv2B(8)(iii). In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv2B(8)(iii). Notwithstanding anything to the contrary appearing contained in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM shall have otherwise consented in writing.

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

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

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company Issuer will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx XxxxxxXxx Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx Xxxxxxxx 00000 (or such other address as PIM Prudential may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Shelf Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such Closing Day, dated the applicable such Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Issuer’s account specified in the Request for Purchase of such Shelf Notes. If the Company Issuer fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7)2G, or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company Issuer shall, prior to 2:00 p.m., 1:00 P.M. New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company Issuer reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company Issuer will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2H(2) or (ii) such closing is to be canceled and that the Company Issuer will pay the Cancellation Fee as provided in Section 2B(8)(ivparagraph 2H(3). In the event that the Company Issuer shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company Issuer in writing that such closing is to be canceled and the Company Issuer is obligated to pay the Cancellation Fee as provided in Section 2B(8)(ivparagraph 2H(3). Notwithstanding anything to the contrary appearing in this Agreement, the Company Issuer may elect to reschedule a closing with respect to any given Accepted Notes on not more than one (1) occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Prudential Capital Group, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (Xxxxxxxx 00000, Attention: Law Department, or at such other address place as PIM Prudential may specify in writing)have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(72A(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2A(8)(iii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

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

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the King & Spalding LLP, 0000 Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000xx xxx Xxxxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2B(8)(ii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto thereto, and at the offices place specified in the applicable Purchaser Schedule for such Series of Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Notes, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

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

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx XxxxxxTwo Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxxxxxxx 00000, Xxtention: Law Department, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”"RESCHEDULED CLOSING DAY")) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

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

Facility Closings. Not later than 1:30 p.m. 11:30 a.m. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Xxxxxxx XxXxxxxxx LLP, 000 Xxxxxxx Xxxx Xxxxxx, Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or such other address place as PIM Prudential may specify in writing)specify, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such Closing Day, dated the applicable such Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7Section 3(b), or any of the conditions specified in Section 4 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 1:00 p.m., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) Business Day and not more than 10 ten (10) Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), 2(c)(iv) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 1:00 p.m., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented thereto in writing.

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

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company Co-Issuers will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx Xxxxxx1114 Avenue of the Xxxxxxxx, Xxxxx 000000xx Xxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx XX 00000 (or such other address as PIM Prudential may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Shelf Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such Closing Day, dated the applicable such Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Co-Issuers’ account specified in the Request for Purchase of such Shelf Notes. If the Company fails Co-Issuers fail to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7)2G, or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company Co-Issuers shall, prior to 2:00 p.m., 1:00 P.M. New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company Co-Issuers reasonably believes believe that it they will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company Co-Issuers will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2H(2) or (ii) such closing is to be canceled and that the Company Co-Issuers will pay the Cancellation Fee as provided in Section 2B(8)(ivparagraph 2H(3). In the event that the Company Co-Issuers shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company Co-Issuers in writing that such closing is to be canceled and the Company is Co-Issuers are obligated to pay the Cancellation Fee as provided in Section 2B(8)(ivparagraph 2H(3). Notwithstanding anything to the contrary appearing in this Agreement, the Company Co-Issuers may elect to reschedule a closing with respect to any given Accepted Notes on not more than one (1) occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Prudential Capital Group, 000 100 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (Xxxxxxxx 00000, Attention: Law Department or at such other address as PIM may specify in writing)place pursuant to the directions of Prudential, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(72B(8), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2B(9)(iii), or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx XxxxxxXxx Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxxxxxxx 00000, Attention: Law Department, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”"RESCHEDULED CLOSING DAY")) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company Co-Issuers will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx Xxxxxx1114 Avenue of the Xxxxxxxx, Xxxxx 000000xx Xxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx XX 00000 (or such other address as PIM Prudential may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Shelf Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Co-Issuers’ account specified in the Request for Purchase of such Shelf Notes. If the Company fails Co-Issuers fail to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7)2G, or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company Co-Issuers shall, prior to 2:00 p.m., 1:00 P.M. New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company Co-Issuers reasonably believes believe that it they will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company Co-Issuers will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2H(2) or (ii) such closing is to be canceled and that the Company Co-Issuers will pay the Cancellation Fee as provided in Section 2B(8)(ivparagraph 2H(3). In the event that the Company Co-Issuers shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv). Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM shall have otherwise consented in writing.4

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx XxxxxxXxx Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxxxxxxx 00000, Attention: Law Department, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”"RESCHEDULED CLOSING DAY")) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the King & Spalding LLP, 0000 Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000xx xxx Xxxxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2B(8)(ii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day Date for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Prudential Capital Group, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (Xxxxxxxx 00000, Attention: Law Department, or at such other address place as PIM Prudential may specify in writing)have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing DayDate, dated the applicable Closing Day Date and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day Date for such Accepted Notes as provided above in this paragraph 2B(7§1.3(g), or any of the conditions specified in Section §4 shall not have been fulfilled by the time required on such scheduled Closing DayDate, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day Date notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day Date (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section §4 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), §1.3(h)(iii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing DayDate, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Prudential Capital Group, 000 Xxxxxxx Four Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 30 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Xxxxxxx XxXxxxxxx LLP, 000 Xxxxxxx Three Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the account account(s) specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph Section 2B(7), or any of the conditions specified in Section 4 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m., New York City local time, on such scheduled Closing Day notify PIM (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if applicable, in accordance with Section 2B(8)(iii2B(8)(ii), or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv2B(8)(iii). In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv2B(8)(iii). Notwithstanding anything to the contrary appearing contained in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 a.m. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Bingham McCutchen LLP, 000 Xxxxxxx Xxxxxx339 Park Avenue, Xxxxx 0000New York, Xxx XxxxxxxxxNew Yorx 00000-4000, Xxxxxxxxxx 00000 (or xx such other address as PIM may specify in writing)otxxx xxxxx xx XxxXxxx xxx xxxxxxx, the Accepted xxx Xxxxxxxx Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such Closing Day, dated the applicable such Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7Section 3(b), or any of the conditions specified in Section 4 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 1:00 p.m., New York City local time, on such scheduled Closing Day notify PIM MetLife (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) Business Day and not more than 10 ten (10) Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to PIM MetLife (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), 2(c)(iv) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM MetLife (on behalf of each Purchaser) may at its election, at any time after 2:00 1:00 p.m., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM MetLife shall have otherwise consented thereto in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx Xxxxxx1114 Avenue of the Americas, Xxxxx 000030th Floor, Xxx XxxxxxxxxNew York, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)New York, the Accepted Notes to be purchased by such Purchaser in the form of bx xxxx Xxxxxxxxx xx xxx xxxx xf one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7)2H, or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)"RESCHEDULED CLOSING DAY") and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if applicable, in accordance with Section 2B(8)(iii), paragraph 2I(3) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the King & Spalding LLP, 0000 Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000xx xxx Xxxxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(72B(8), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2B(9)(iii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 a.m. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Bingham McCutchen LLP, 000 Xxxxxxx Xxxxxx339 Park Avenue, Xxxxx New York, New Yorx 00002-0000, Xxx Xxxxxxxxxxx such xxxxx xxxxx xx Xxxxxxxxxx xxx xxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing), the Accepted xxx Xccepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such Closing Day, dated the applicable such Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7Section 3(b), or any of the conditions specified in Section 4 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 1:00 p.m., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) Business Day and not more than 10 ten (10) Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), 2(c)(iv) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 1:00 p.m., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented thereto in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City Chicago local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx XxxxxxXxx Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxxxxxxx 00000, Attention: Law Department, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City Chicago local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City Chicago local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 2:30 p.m. (New York City local time) on the Closing Day Document Delivery Date for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000Prudential Capital Group, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM Prudential may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or or, if requested, in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the account or accounts specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7)applicable Document Delivery Date, or any of the conditions specified in Section 4 3 shall not have been fulfilled by the time required on such scheduled Closing Daythe applicable Document Delivery Date, the Company shall, prior to 2:00 3:00 p.m., New York City local time, on such scheduled Closing Day the applicable Document Delivery Date, notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 3 on the Document Delivery Date applicable to such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee (if any) in accordance with Section 2B8(iv). If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, the Notes shall have the same maturity date, principal prepayment dates and amounts and interest payment dates as provided in Section 2B(8)(iv)originally scheduled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 3:00 p.m., New York City local time, on such scheduled Closing Daythe applicable Document Delivery Date, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Prudential Capital Group, 000 Xxxxxxx Xxxxxx1114 Avenue of the Amerxxxx, Xxxxx 000000xx Xxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxx Xxxx 00000, the xxe Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(72A(8), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)"RESCHEDULED CLOSING DAY") and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2A(9)(iii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv). In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv). Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM shall have otherwise consented in writingcanceled.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Xxxxxx LLP, Suite 6600, 000 Xxxxxxx XxxxxxXxxxx Xxxxxx Xxxxx, Xxxxx 0000Chicago, Xxx XxxxxxxxxIllinois 60606, Xxxxxxxxxx 00000 (Attention: Xxxx X. Xxxxxxx, or at such other address place as PIM Prudential may specify in writing)have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7Section 2.1(h), or any of the conditions specified in Section 4 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), 2.1(i)(i) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx XxxxxxTwo Prudential Plaza, Xxxxx 0000Suite 5600, Chicago, Illinois 60601, Attention: Xxx XxxxxxxxxXxxxxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing), the Accepted xxx Xxxxxxxx Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”"RESCHEDULED CLOSING DAY")) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Prudential Capital Group, 000 Xxxxxxx Xxxxxx1114 Avenue of the Americas, Xxxxx 000030th Floor, Xxx XxxxxxxxxNew York, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)New York 10036, the Accepted Notes to be purchased by such Purchaser in the form of xx xxxxxxxxx xx xxxx Xxxxxxxxx xx xxx xxxx xx one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(72B(8), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”)") and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2B(9)(iii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.The Prudential Insurance Company of America, 000 Xxxxxxx 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx Xxxxxxx 00000 (or such other address place as PIM may specify in writingdesignated by Prudential), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such Closing Day, dated the applicable such Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof therefor by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7Section 2.2(h), or any of the conditions specified in Section 4 4.2 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing Closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 4.2 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), 2.2(i)(ii) or (ii) such closing Closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing Closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

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

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Xxxxxx Price P.C.Xxxxxx LLP, 000 Xxxxxxx Xxxxx Xxxxxx, Xxxxx 000000xx Xxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(72B(8), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM New York Life (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM New York Life (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2B(9)(iii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM New York Life (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM New York Life shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx XxxxxxGateway Center One, Xxxxx 000011th Floor, Xxx Xxxxxxxxx7-45 Raymond Boulevard West, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Newark, New Jersey the Accepted Notes to be purchased Xxxxx xx xx xxxxxxxxx by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”)") and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if applicable, in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx XxxxxxXxx Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)XX 00000-0000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to t o the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each applicable Purchaser (including each Purchaser listed in the Confirmation of Acceptance for such Accepted Notes) relating thereto at the offices of the King & Spalding LLP, 0000 Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000xx xxx Xxxxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxx Xxxx 10036, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7) (the “Scheduled Closing Day”), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2B(8)(ii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the King & Spalding LLP, 000 Xxxxxxx Xxxxxx, Xxxxx 00001185 Avenue of the Americxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxx Xxxx 00000, the Accepted Notes to be xxx Xxxxxxxx Xxxxx xx xe purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7)Section 2.2.8., or any of the conditions specified in Section 4 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), 2.2.9(iii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of King & Spalding LLP, 0000 Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000xx xxx Xxxxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(72B(8), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2B(9)(ii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m., New York City local time, on such scheduled Closing Day notify PIM (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii2B(8)(ii), or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv2B(8)(iii). In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv2B(8)(iii). Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Prudential Capital Group, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (Xxxxxxxx 00000, Attention: Law Department, or at such other address place as PIM Prudential may specify in writing)have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2B(8)(ii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 1:00 p.m. (New York City local time) on the Closing Day for any Accepted Notes, the Company Obligors will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx Xxxxxx180 North Stetson Street, Two Prudential Plaza, Suite 5600, Chicago, XX 00000, xxx Xxxxxxxx Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of xx xx xxxxxxxxx xx xxxx Xxxxxxxxx xx xxx xxxx xf one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee)'s name, against payment of the purchase price thereof by transfer of immediately available funds for credit to the account of an Obligor specified in the Request for Purchase of such Notes. If the Company fails Obligors fail to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph Section 2B(7), or any of the conditions specified in Section 4 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company Obligors shall, prior to 2:00 1:30 p.m., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not no more than 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company Obligors reasonably believes believe that it they will be able to comply with the conditions set forth in Section 4 3 on such Rescheduled Closing Day and that the Company Obligors will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company Obligors shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 1:30 p.m., New York City local time, on such scheduled Closing Day, notify the Company Obligors in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company Obligors may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 a.m. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)the Prudential Capital Group, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7Section 2.2(g), or any of the conditions specified in Section 4 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 1:00 p.m., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), 2.2(h)(ii) or (ii) such closing is to be canceled canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity date, principal prepayment dates and the Company will pay the Cancellation Fee amounts and interest payment dates as provided in Section 2B(8)(iv)originally scheduled. In the event that the Company shall fail to give such notice referred to in the immediately second preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 1:00 p.m., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

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

Facility Closings. Not later than 1:30 p.m. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in on the Confirmation of Acceptance Purchaser Schedule relating thereto at the offices of Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx XX 00000 (or such other address as PIM may specify in writing), the Accepted Notes to be purchased by such Purchaser on such Closing Day in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such Closing Dayrequest, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the account specified by the Company in the Request for Purchase of relating to such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(72(B)(7), or any of the conditions specified in Section 4 paragraph 3B shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 2:30 p.m., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3B on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 2:30 p.m., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx Xxxxxx1114 Avenue of the Americas, Xxxxx 000000xx Xxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxx Xxxx, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7)2I, or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”)") and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if applicable, in accordance with Section 2B(8)(iii), paragraph 2J(3) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Prudential Capital Group, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (Xxxxxxxx 00000, Attention: Law Department, or at such other address place as PIM Prudential may specify in writing)have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7)2G, or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2H(iii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Prudential Capital Group, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxxxxxxx 00000, Attention: Law Department, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx XxxxxxTwo Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxxxxxxx 00000, Xxtention: Law Department, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7)2G, or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”"RESCHEDULED CLOSING DAY")) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2H(iii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company Issuer will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx XxxxxxXxx Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx Xxxxxxxx 00000 (or such other address as PIM Prudential may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Shelf Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such Closing Day, dated the applicable such Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Issuer’s account specified in the Request for Purchase of such Shelf Notes. If the Company Issuer fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7)2G, or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company Issuer shall, prior to 2:00 p.m., 1:00 P.M. New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company Issuer reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company Issuer will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2H(2) or (ii) such closing is to be canceled and that the Company Issuer will pay the Cancellation Fee as provided in Section 2B(8)(ivparagraph 2H(3). In the event that the Company Issuer shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company Issuer in writing that such closing is to be canceled and the Company Issuer is obligated to pay the Cancellation Fee as provided in Section 2B(8)(ivparagraph 2H(3). Notwithstanding anything to the contrary appearing in this Agreement, the Company Issuer may elect to reschedule a closing with respect to any given Accepted Notes on not more than one (1) occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. P.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx XxxxxxFour Embarcadero Center, Xxxxx 0000Suite 2700, Xxx XxxxxxxxxSan Francisco, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)00000, the Accepted Notes to be xxx Xxxxxxxx Xxxxx xx xx purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.3:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.3:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx Four Gateway Center, 100 Xxxxxxxx Xxxxxx, Xxxxx 0000Xxxxxx, Xxx XxxxxxxxxXxxxxx 00000, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxtention: Law Department, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(72B(8), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)"RESCHEDULED CLOSING DAY") and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2B(9)(iii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day Date for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Prudential Capital Group, 000 Xxxxxxx Xxxxxx180 North Stetson Street, Suite 5600, Chicago, Illinois 60601, Attenxxxx: Xxx Xxxxxxxxxx, xxx Xxxxxxxx Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing), the Accepted Notes to be purchased by such xx xx xxxxxxxxx xx xuch Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of the Accepted Notes to be purchased on such the Closing DayDate, dated the applicable Closing Day Date and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day Date for such Accepted Notes as provided above in this paragraph 2B(7Section 2.2(7), or any of the conditions specified in Section 4 shall not have been fulfilled by the time required on such scheduled Closing DayDate, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day Date notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day Date (the “Rescheduled Closing Day”"RESCHEDULED CLOSING DATE")) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 on such Rescheduled Closing Day Date and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), 2.2(8)(iii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing DayDate, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Xxxxxxx XxXxxxxxx LLP, 000 Xxxxxxx Three Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the account account(s) specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph Section 2B(7), or any of the conditions specified in Section 4 4B shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m., New York City local time, on such scheduled Closing Day notify PIM (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 4B on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if applicable, in accordance with Section 2B(8)(iii2B(8)(ii), or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv2B(8)(iii). In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv2B(8)(iii). Notwithstanding anything to the contrary appearing contained in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company applicable Issuer will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.NYLIM, 000 00 Xxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxx XxxxxxxxxXX 00000, Xxxxxxxxxx 00000 (Attention: Office of the General Counsel, or at such other address place as PIM NYLIM may specify in writing)have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the applicable Issuer’s account specified in the Request for Purchase of such Notes. If the Company applicable Issuer fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7)2H, or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company Company, shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM NYLIM (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM NYLIM (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it the applicable Issuer will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2I(2) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM NYLIM (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM NYLIM shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Prudential Private Capital, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (Xxxxxxxx 00000, Attention: Law Department, or at such other address place as PIM Prudential may specify in writing)have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx XxxxxxGateway Center One, Xxxxx 000011th Floor, Xxx XxxxxxxxxNewark, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing), New Jersey the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if applicable, in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day Date for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Prudential Capital Group, 000 100 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (Xxxxxxxx 00000, Attention: Law Department or at such other address as PIM may specify in writing)place pursuant to the directions of Prudential, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of the Accepted Notes to be purchased on such the Closing DayDate, dated the applicable Closing Day Date and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day Date for such Accepted Notes as provided above in this paragraph 2B(7Section 2.2(7), or any of the conditions specified in Section 4 shall not have been fulfilled by the time required on such scheduled Closing DayDate, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day Date notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day Date (the “Rescheduled Closing DayDate”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 on such Rescheduled Closing Day Date and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), 2.2(8)(iii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing DayDate, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company Issuers will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the King & Spalding LLP, 0000 Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000xx xxx Xxxxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Issuers’ account specified in the Request for Purchase of such Notes. If the Company fails Issuers fail to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(72A(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company Issuers shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company Issuers reasonably believes believe that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company Issuers will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2A(8)(ii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company Issuers shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company Issuers in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company Issuers may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Xxxxxx LLP, 000 Xxxxxxx Xxxxxx1185 Avenue of the Americas, Xxxxx 0000, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(72A(8), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM New York Life (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM New York Life (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2A(9)(ii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM New York Life (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM New York Life shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx XxxxxxGateway Center One, 11th Floor, 7-45 Raymond Boulevard West, Newark, New Jersey txx Xxxxxxxx Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing), the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”)") and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Shelf Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx XxxxxxTwo Prudential Capital Group, Xxxxx 0000Suite 5600, Xxx XxxxxxxxxChicago, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Illinois 60601, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Shelf Closing Day, dated the applicable Shelf Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Shelf Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Shelf Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Shelf Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Shelf Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (iX) such closing is to be rescheduled (such rescheduled date to be (i) in the case of a Note denominated in American Dollars, a Business Day during the relevant Issuance Period not less than one Business Day and not more than 10 30 Business Days after such scheduled Shelf Closing Day or (ii) in the case of a Shelf Note denominated in Canadian Dollars, a Business Day not less than 1 Business Days and not more than 30 Business Days after the Acceptance Day (the “"Rescheduled Closing Day”")) , and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Shelf Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2B(8)(ii) or (iiY) such closing is to be canceled canceled. For the avoidance of doubt, in the event that a Rescheduled Closing Day is established pursuant to the preceding sentence in respect of Shelf Notes denominated in Canadian Dollars, the Shelf Notes to be issued on such Rescheduled Closing Day shall have the same maturities, installment payment schedules and interest payment dates as if such Shelf Notes had been issued on the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)original Shelf Closing Day. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Shelf Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, Four Gateway Center, 000 Xxxxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxxxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Xxxxxx Price P.C.Xxxxxx LLP, 000 Xxxxxxx Xxxxx Xxxxxx, Xxxxx 000000xx Xxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(72B(8), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM MetLife (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM MetLife (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2B(9)(iii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM MetLife (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM MetLife shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxx Xxxxxxx Xxxxxx, Xxxxx 000000xx Xxxxx, Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxxxxx 00000-0000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”)") and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx XxxxxxGateway Center One, Xxxxx 000011th Floor, Xxx XxxxxxxxxNewark, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing), New Jersey the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”)") and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if applicable, in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)New York Life, the Accepted Notes to be purchased by such each Purchaser in the form of one or more Notes in authorized denominations as such that Purchaser may request for each Series of requests not later than one Business Day prior to said Closing Day. The Accepted Notes to will be purchased on such Closing Day, dated the applicable Closing Day and registered in such the Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such for those Notes. If the Company fails to tender to any a Purchaser the Accepted Notes to be purchased by such that Purchaser on the scheduled Closing Day for such those Accepted Notes as provided above in this paragraph 2B(7)Notes, or any of the conditions specified in Section 4 shall paragraph 3 are not have been fulfilled by the time required on such that scheduled Closing Day, the Company shallmust, prior to 2:00 p.m.P.M., New York City local time, on such that scheduled Closing Day notify PIM New York Life (which notification shall will be deemed received by each Purchaser) in writing whether (ia) such said closing is to be rescheduled (such with the rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such the originally scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM New York Life (which certification shall will be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such the Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iiiparagraph 2A(9)(c), or (iib) such the closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail fails to give such the notice referred to in the immediately preceding sentence, PIM New York Life (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.P.M., New York City local time, on such the scheduled Closing Day, notify the Company in writing that such the closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasiononce, unless PIM shall have New York Life otherwise consented consents in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Prudential Capital Group, 000 Xxxxxxx Four Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 30 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”"RESCHEDULED CLOSING DAY")) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

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

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)the Prudential Capital Group which the Purchasers specify, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”"RESCHEDULED CLOSING DAY")) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.NYLIM, 000 00 Xxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxx XxxxxxxxxXX 00000, Xxxxxxxxxx 00000 (Attention: Office of the General Counsel, or at such other address place as PIM NYLIM may specify in writing)have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7)2H, or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM NYLIM (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM NYLIM (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2I(2) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM NYLIM (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM NYLIM shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx XxxxxxXxx Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxxxxxxx 00000-0000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)"RESCHEDULED CLOSING DAY") and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Prudential Capital Group, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (Xxxxxxxx 00000, Attention: Law Department, or at such other address place as PIM Prudential may specify in writing)have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company Issuer will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Prudential Private Capital, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (Xxxxxxxx 00000, Attention: Law Department, or at such other address place as PIM Prudential may specify in writing)have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds in the currency in which such Notes are denominated for credit to the account of the Issuer specified in the Request for Purchase of such Notes. If the Company Issuer fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company Issuer shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company Issuer reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company Issuer will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in Euros, such Notes shall have the same maturity date, principal prepayment dates and the Company will pay the Cancellation Fee amounts and interest payment dates as provided in Section 2B(8)(iv)originally scheduled. In the event that the Company Issuer shall fail to give such notice referred to in the immediately second preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 1:00 p.m., New York City local time, on such scheduled Closing Day, notify the Company Issuer in writing that such closing is to be canceled and canceled. In the Company event that the Issuer shall fail to give such notice referred to in the preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Issuer in writing that such closing is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company Issuer may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company Partnerships will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx Four Gateway Center, 100 Xxxxxxxx Xxxxxx, Xxxxx 0000Xxxxxx, Xxx XxxxxxxxxXxxxxx 00000, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing), the xxe Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails Partnerships fail to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(72B(8), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company Partnerships shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)"RESCHEDULED CLOSING DAY") and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company Partnerships reasonably believes believe that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company Partnerships will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2B(9)(iii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company Partnerships shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company Partnerships in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company Partnerships may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company Companies will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing), the Prudential Capital Group the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the account specified by the Companies in the Request for Purchase of such Notes. If the Company fails Companies fail to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company Companies shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)"RESCHEDULED CLOSING DAY") and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company Companies reasonably believes believe that it they will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company Companies jointly and severally will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company Companies shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company Companies in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company Companies may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Prudential Capital Group, 000 Xxxxxxx Xxxxxx1114 Avenue of the Xxxxxxxx, Xxxxx 000000xx Xxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, the Notes shall have the same maturity date, principal prepayment dates and the Company will pay the Cancellation Fee amounts and interest payment dates as provided in Section 2B(8)(iv)originally scheduled. In the event that the Company shall fail to give such notice referred to in the immediately second preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Prudential Capital Group, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (Xxxxxxxx 00000, Attention: Law Department, or at such other address place as PIM Prudential may specify in writing)have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Shelf Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Shelf Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(72A(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) Business Day and not more than 10 ten (10) Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2A(8)(iii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx Xxxxxx1114 Avenue of the Xxxxxxxx, Xxxxx 000000xx Xxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”"RESCHEDULED CLOSING DAY")) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section paragraph 2B(8)(iv). In the event that the Company shall fail to give such notice referred to in the immediately second preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section paragraph 2B(8)(iv). Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing. 2B(8). FEES.

Facility Closings. Not later than 1:30 p.m. 11:30 a.m. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Xxxxxxx XxXxxxxxx LLP, 000 Xxxxxxx Xxxx Xxxxxx, Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or such other address place as PIM MetLife may specify in writing)specify, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such Closing Day, dated the applicable such Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7Section 3(b), or any of the conditions specified in Section 4 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 1:00 p.m., New York City local time, on such scheduled Closing Day notify PIM MetLife (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one (1) Business Day and not more than 10 ten (10) Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM MetLife (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), 2(c)(iv) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM MetLife (on behalf of each Purchaser) may at its election, at any time after 2:00 1:00 p.m., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM MetLife shall have otherwise consented thereto in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of King & Spalding LLP, 1000 Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000xx xxx Xxxxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Shelf Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Shelf Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), paragraph 2B(8)(ii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxxxxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such Closing Day, dated the applicable such Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7)2I, or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if applicable, in accordance with Section 2B(8)(iii), paragraph 2J(3) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company Issuer will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Prudential Capital Group, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxxxxxxx 00000, Attention: Law Department, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Issuer's account specified in the Request for Purchase of such Notes. If the Company Issuer fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company Issuer shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company Issuer reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company Issuer will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company Issuer shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company Issuer in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company Issuer may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.Prudential Private Capital, 000 Xxxxxxx 00 X. 0xx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxxxxxx, Xxxxxxxxxx 00000 (XX 00000, Attention: Law Department, or at such other address place as PIM Prudential may specify in writing)have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee Fee, if any in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxx Xxxxxxx Xxxxxx, Xxxxx 0000Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxxxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)"RESCHEDULED CLOSING DAY") and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx XxxxxxTwo Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxxxxxxx 00000, Attention: Law Department, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Xxxxxx Price P.C.the Prudential Capital Group, 000 Xxxxxxx Xxxxxx1114 Avenue of the Axxxxxxx, Xxxxx 000000xx Xxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7), or any of the conditions specified in Section 4 paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “"Rescheduled Closing Day”")) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section paragraph 2B(8)(iii), ) or (ii) such closing is to be canceled canceled. If a Rescheduled Closing Day is established in respect of Notes denominated in a currency other than Dollars, the Notes shall have the same maturity date, principal prepayment dates and the Company will pay the Cancellation Fee amounts and interest payment dates as provided in Section 2B(8)(iv)originally scheduled. In the event that the Company shall fail to give such notice referred to in the immediately second preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.

Facility Closings. Not later than 1:30 p.m. 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the King & Spalding LLP, 1000 Xxxxxx Price P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 0000xx xxx Xxxxxxxx, Xxx XxxxxxxxxXxxx, Xxxxxxxxxx 00000 (or such other address as PIM may specify in writing)Xxx Xxxx 00000, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on such the Closing Day, dated the applicable Closing Day and registered in such Purchaser’s 's name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2B(7)Section 2.2.8., or any of the conditions specified in Section 4 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day notify PIM Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to PIM Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2B(8)(iii), 2.2.9(iii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. In the event that the Company shall fail to give such notice referred to in the immediately preceding sentence, PIM Prudential (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m.1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in Section 2B(8)(iv)canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than one occasion, unless PIM Prudential shall have otherwise consented in writing.