Common use of Request for Purchase Clause in Contracts

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASE”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not more than thirty (30) days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2E, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes), and (vii) be substantially in the form of EXHIBIT B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the currency (which shall be an Applicable Currency) of the Shelf Notes covered thereby, (ii) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 (or its equivalent in another Applicable Currency as determined in good faith by the Company at the time such Request for Purchase is made) and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (iiiii) specify the principal amounts, final maturities, maturities and principal prepayment dates and amounts and interest payment periods (quarterly in arrears) of the Private Shelf Notes covered thereby, (iiiiv) specify the use of proceeds of such Private Shelf NotesNotes and certify that such proceeds shall not be used for the purpose of financing a Hostile Tender Offer, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 20 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 6 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT B Exhibit 2 attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential MetLife by e‑mail, telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify whether the interest rate will be fixed or floating and, in the case of a floating interest rate, specify whether the length of the Interest Period is one, three or six months, (iii) specify the principal amounts, final maturities, principal prepayment dates and amounts amounts, interest payment dates and interest payment periods (quarterly or semi‑annually in arrears) of the Private Shelf Notes covered thereby, (iiiiv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT B Schedule 2(d) attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by PrudentialMetLife.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential PIM by telecopier and confirmed by nationwide telefacsimile or overnight delivery service, and shall (i) specify the currency (which shall be an Available Currency) of the Shelf Notes covered thereby, (ii) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 (or its equivalent in another Available Currency) and shall not be greater than the Available Facility Amount (or its equivalent in another Available Currency) at the time such Request for Purchase is made, (iiiii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 10 years from the date of original issuance), and principal prepayment dates and amounts and interest payment periods (quarterly which shall result in arrearsan average life of no more than 7 years from the date of original issuance) of the Private Shelf Notes covered thereby, (iiiiv) specify the use of proceeds of such Private Shelf Notes), (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 Business Days (or such earlier date as PIM may agree) and not more than thirty (30) 42 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that that, except as may be described in a writing attached to such Request for Purchase, the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase (except such representations and warranties that relate solely to the extent an earlier date, in which case such representations and warranties shall have been true as of changes caused by the transactions herein contemplated such earlier date) and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by PrudentialPIM.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide facsimile transmission or overnight delivery service, and shall (i1) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii2) specify the principal amounts, final maturitiesmaturities (which shall be no more than 12 years from the date of issuance), average life (which shall be no more than 8 years from the date of issuance), principal prepayment dates (if any) and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii3) specify the use of proceeds of such Private Shelf Notes, (iv4) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v5) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi6) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii7) be substantially in the form of EXHIBIT B attached heretoExhibit 2.2(c). Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.

Request for Purchase. The Company Issuer may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide facsimile or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 12 years from the date of issuance), principal prepayment dates and amounts (which shall result in an average life of no more than 10 years) and interest payment periods (which may be quarterly or semi-annually, payment in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 30 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase, subject to such changes and exceptions thereto, if any, as may be indicated in the Request for Purchase except and are reasonably acceptable to the extent of changes caused by the transactions herein contemplated and Prudential, (vii) certify that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes), and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential PIM by telecopier and confirmed by nationwide telefacsimile or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 12 years from the date of original issuance), and principal prepayment dates and amounts and interest payment periods (quarterly which shall result in arrearsan average life of no more than 10 years from the date of original issuance) of the Private Shelf Notes covered thereby, (iii) specify the interest payment periods (which shall be quarterly or semi-annually), (iv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 Business Days and not more than thirty (30) 42 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by PrudentialPIM.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential MetLife by telecopier and confirmed by nationwide email or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 thereby and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, maturities and principal prepayment dates and amounts and interest payment periods (quarterly in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify whether interest payments are to be made quarterly or semi-annually, (v) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than ten (10) days and not more than thirty (30) days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true in all material respects on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT B Exhibit 2 attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide e-mail (with confirmation of receipt), telefacsimile or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be (A) less than $5,000,000 and shall not be 3,000,000 or (B) greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing Closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than ten (10) days and not more than thirty (30) days 25 Business Days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf related Closing Day for such purchase and sale, (vi) certify that (x) the representations and warranties contained in paragraph 8 hereof Section 5 (which may be updated and/or modified and delivered with such Request for Purchase as contemplated by Section 4.1 hereof) are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that (y) there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes), and (vii) be substantially in the form of EXHIBIT B Schedule 2(d) attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.. Any previous notification referenced in a Request for Purchase or any Request for Purchase that contains information that purports to amend the information contained in any Section or Schedule hereto, shall not be effective to amend such information unless it is received by Prudential at least two Business Days prior to the Acceptance Day for Notes to which such Request for Purchase relates; provided, however, Prudential agrees that all new disclosures related to outstanding Indebtedness under Schedule 5.15 will be deemed acceptable when such Request for Purchase is delivered if such Indebtedness is permitted under this Agreement and under applicable law. If Prudential provides such interest rate quotes earlier than two Business Days after Prudential receives a Request for Purchase which contains information that purports to amend the information contained in any Schedule or Section hereto and Prudential states in writing that it waives the requirement in this Section 2(d) that the information shall not be effective to amend unless it is received by Prudential at least two Business Days prior to the Acceptance Day, the information contained in such Schedule or Section shall be deemed effective to amend such information at the time of the issuances of the quotes. Roanoke Gas Company Private Shelf Agreement

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf NotesNotes (which shall not in any event be for the purpose of financing any hostile tender offer), (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit 2.2.4. attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time following the Initial Closing Day and during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide telefacsimile or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semiannual in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not more less than thirty (30) days 5 Business Days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices price of such Private Shelf Notes are is to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B attached hereto. Exhibit B. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide telefacsimile or overnight delivery serviceservice to the applicable address set forth in the Information Schedule, and shall (i) specify the currency (which shall be an Available Currency) of the Notes covered thereby, (ii) specify the aggregate principal amount of Private Shelf Notes covered thereby, which which, in the case of the initial draw, shall not be less than $10,000,000 (or its equivalent in another Available Currency) or which, in the case of any subsequent draw, shall not be less than $5,000,000 (or its equivalent in another Available Currency), and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (iiiii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iiiiv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 6 Business Days (or, if the issuer of such notes will be an Issuer Subsidiary organized in a jurisdiction outside of the United States, not less than 15 Business Days) and not more than thirty (30) 42 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default Default, (and that no Event of Default or Default shall arise as viii) specify the result issuer of the purchase and sale of such Private Shelf NotesNotes (which shall be the Company or an Issuer Subsidiary), and (viiix) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, maturities and principal prepayment dates and amounts and interest payment periods (quarterly in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf NotesNotes and certify that such proceeds shall not be used for the purpose of financing a Hostile Tender Offer, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 20 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit 2 attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide fax, email or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, maturities and principal prepayment dates and amounts and interest payment periods (quarterly in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify whether interest payments are to be made quarterly or semi-annually, (v) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 30 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true in all material respects on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit 2 attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential MetLife by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the currency (which shall be an Accepted Currency of the Shelf Notes to be issued pursuant thereto, (ii) specify in Dollars the aggregate principal amount of Private Shelf Notes (or the Dollar Equivalent of Notes to be denominated in Sterling or Euros) covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit 2(c) attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by PrudentialMetLife.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential either electronically, by telecopier and confirmed by nationwide facsimile transmission or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than ten years from the date of issuance), average life (which shall be no more than seven years from the date of issuance), principal prepayment dates and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf NotesNotes (which may not be used for funding a Hostile Tender Offer), (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 20 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5 (as qualified by any supplemental disclosure included in an exhibit to such Request for Purchase) are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit 2 attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “"REQUEST FOR PURCHASE”"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 40,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment payment dates and amounts and interest payment periods (quarterly in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not more than thirty (30) days after the making of such Request for Purchase and in any event not less no more than three ten (310) days after any Acceptance with respect to such Request for Purchase under paragraph 2E, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes), and (vii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default Default, (and that no Event of Default or Default shall arise as vii) specify the result of the purchase and sale of Designated Spread for such Private Shelf Notes), Notes and (viiviii) be substantially in the form of EXHIBIT B Exhibit C attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide telefacsimile or overnight delivery serviceservice to the applicable address set forth in the Information Schedule, and shall (i) specify the currency (which shall be an Available Currency) of the Notes covered thereby, (ii) specify the aggregate principal amount of Private Shelf Notes covered thereby, which which, in the case of the initial draw, shall not be less than $10,000,000 (or its equivalent in another Available Currency) or which, in the case of any subsequent draw, shall not be less than $5,000,000 (or its equivalent in another Available Currency), and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (iiiii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annually in arrears, with quarterly available only in the case of Notes denominated in Dollars) of the Private Shelf Notes covered thereby, (iiiiv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 6 Business Days (or, if the issuer of such notes will be an Issuer Subsidiary organized in a jurisdiction outside of the United States, not less than 15 Business Days) and not more than thirty (30) 42 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default Default, (and that no Event of Default or Default shall arise as viii) specify the result issuer of the purchase and sale of such Private Shelf NotesNotes (which shall be the Company or an Issuer Subsidiary), and (viiix) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the currency (which shall be an Available Currency) of the Notes covered thereby, (ii) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 (or its equivalent in another Available Currency) and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (iiiii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iiiiv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 42 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT B Exhibit 2 attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide facsimile transmission or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 12 years from the date of issuance), average life (which shall be no more than 10 years from the date of issuance), principal prepayment dates and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf applicable Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit 2.2(c) attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide facsimile transmission or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than twelve (12) years from the date of issuance), average life (which shall be no more than ten (10) years from the date of issuance), principal prepayment dates (if any) and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than ten (10) days and not more than thirty twenty-five (3025) days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit C attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide telefacsimile or overnight delivery serviceservice to the applicable address set forth in the Information Schedule attached hereto as Schedule A (the “Information Schedule”), and shall (i) specify the aggregate principal amount and currency (which shall be an Available Currency) of Private Shelf Notes covered thereby, which shall not be less than the equivalent of $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than seven Business Days and not more than thirty (30) 30 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes), and (vii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential NYLIM by telecopier and confirmed by nationwide facsimile transmission or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made (and, in the case of any Shelf Notes being requested as Floating Rate Notes, not greater than the Available Floating Rate Sublimit Amount at the time the Request for Purchase is made), (ii) specify whether the interest rate will be fixed or floating and, in the case of a floating interest rate, specify whether the length of the Floating Rate Interest Period is to be one, three or six months, (iii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 12 years from the date of issuance), average life (which shall be no more than 10 years from the date of issuance), principal prepayment dates (if any) and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iiiiv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes), and (viiviii) be substantially in the form of EXHIBIT B Exhibit C attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by PrudentialNYLIM.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Company Notes (each such request being herein called a “"REQUEST FOR PURCHASE”"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Company Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly which shall be semi-annually in arrears) of the Private Shelf Company Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Company Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Company Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 30 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the aggregate purchase prices price of such Private Shelf Company Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes), and (vii) be substantially in the form of EXHIBIT B Exhibit B-2 attached hereto. Each Request for Purchase shall be ----------- in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide e-mail, facsimile transmission or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates (if any) and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect unless Prudential otherwise consents to such Request for Purchase under paragraph 2Ea longer period), (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit C attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company Issuers may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide electronic mail transmission, facsimile or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 90 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing ​ Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes), and (vii) be substantially in the form of EXHIBIT B Exhibit C attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “"REQUEST FOR PURCHASE”"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which without the consent of Prudential shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default Default, (and that no Event of Default vii) specify whether the fee to be due pursuant to paragraph 2B(8)(ii) should be included in the rate quotes Prudential may provide pursuant to paragraph 2B(4) or Default shall arise as will be paid separately by the result of Company on the Closing Day for such purchase and sale of such Private Shelf Notes)sale, and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “"REQUEST FOR PURCHASE”"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide overnight delivery service, and shall (i) specify the aggregate principal amount and currency (which shall be an Available Currency) of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 (or its equivalent in another Available Currency) and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) 8 specify the principal amounts, final maturities, principal prepayment payment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than five (5) Business Days and not more than thirty forty-two (3042) days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes), and (vii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “"REQUEST FOR PURCHASE”"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide overnight delivery serviceservice (or local same-day delivery service to the Dallas office of Prudential Capital Group), and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment installment payment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated or such representations and warranties that specifically relate to an earlier date, and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit 2.4 attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential each of the Investor Group Representatives by telecopier and confirmed by nationwide overnight delivery serviceemail transmission, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 per Investor Group Representative (treating MetLife as one Investor Group Representative) (or, if less, the remaining Available Facility Amount at the time such Request for Purchase is made) and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and amounts, and, in the case of Fixed Rate Notes, interest payment periods (quarterly or semi-annually in arrears) and, in the case of Floating Rate Notes, the Private Shelf Prepayment Premium with respect to the Notes covered thereby, (iii) specify whether the interest rate will be fixed or floating and, in the case of a floating interest rate, specify whether the length of the Interest Period is one, three or six months, (iv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 180 days after the making of such Request for Purchase Purchase, in the case of Prudential and in any event New York Life, and not less more than three (3) 90 days after any Acceptance with respect to the making of such Request for Purchase under paragraph 2EPurchase, in the case of MetLife and , TIAA, AIG and Barings, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) specify the date by which Quotations are due which shall be not less than five Business Days after the making of such Request for Purchase (the “Quotation Response Date”), (viii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default Default, (and ix) certify as to the aggregate principal amount of Notes that no Event of Default or Default shall arise as will be outstanding after giving effect to the result issuance of the purchase and sale of such Private Shelf Notes)Notes requested thereby, and (viix) be substantially in the form of EXHIBIT B Schedule 2.1(c) attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudentialthe Investor Group Representatives.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential New York Life by telecopier and confirmed by nationwide Confirmed E-mail Transmission or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 11 years from the date of issuance), average life (which shall be no more than 11 years from the date of issuance), principal prepayment dates (if any) and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B attached heretoExhibit 2.2(d). Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by PrudentialNew York Life.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide facsimile transmission or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 10 years from the date of issuance), average life (which shall be no more than 10 years from the date of issuance), principal prepayment dates (if any) and amounts and interest payment periods (quarterly or semiannually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit C attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential PIM by telecopier and confirmed by nationwide facsimile or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 10 years from the date of issuance), principal prepayment dates and amounts (which shall result in an average life of no more than 7 years), and interest payment periods (quarterly in arrears) the Designated Spread of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 7 days and not more than thirty (30) 20 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes), and (vii) be substantially in the form of EXHIBIT B Exhibit C attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by PrudentialPIM.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential PIM by telecopier and confirmed by nationwide email or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 12 years from the date of original issuance), and principal prepayment dates and amounts and interest payment periods (quarterly which shall result in arrearsan average life of no more than 10 years from the date of original issuance) of the Private Shelf Notes covered thereby, (iii) specify the interest payment periods (which shall be quarterly or semi-annually), (iv) specify the use of proceeds of such Private Shelf Notes), (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 Business Days and not more than thirty (30) 90 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by PrudentialPIM.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASE”"Request for Purchase"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide telefacsimile or overnight delivery service, and shall (i) specify the currency (which shall be an Available Currency) of the Shelf Notes covered thereby, (ii) specify in Dollars the aggregate principal amount of Private Shelf Notes covered therebythereby (or the Dollar equivalent of Shelf Notes to be denominated in a currency other than Dollars), which shall not be less than $US$5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (iiiii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private Shelf Notes covered thereby, (iiiiv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “"REQUEST FOR PURCHASE”"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which which, unless otherwise agreed by Prudential, shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that that, except as specified in such Request for Purchase, the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default Default, (and that no Event of Default or Default shall arise as vii) specify the result of the purchase and sale of Designated Spread for such Private Shelf Notes), Notes and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential PIM by telecopier and confirmed by nationwide email or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 15 years from the date of original issuance), and principal prepayment dates and amounts and interest payment periods (quarterly which shall result in arrearsan average life of no more than 12 years from the date of original issuance) of the Private Shelf Notes covered thereby, (iii) specify the interest payment periods (which shall be quarterly or semi-annually), (iv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 Business Days and not more than thirty (30) 120 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by PrudentialPIM.

Request for Purchase. (i) The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASE”"Request for Purchase"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide overnight delivery service, and shall (ia) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (iib) specify the principal amounts, final maturities, principal prepayment installment payment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private Shelf Notes covered thereby, (iiic) specify the use of proceeds of such Private Shelf Notes, (ivd) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 20 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (ve) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vif) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viig) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide facsimile transmission or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates (if any) and amounts and interest payment periods (monthly, quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated Purchase, and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit C attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential New York Life by telecopier and confirmed by nationwide overnight delivery serviceemail transmission, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 (or, if less, the remaining Available Facility Amount and, in the case of Floating Rate Notes, the remaining Maximum Floating Rate Sub-Facility Amount at the time such Request for Purchase is made) and shall not be greater than the Available Facility Amount and, in the case of Floating Rate Notes, the Maximum Floating Rate Sub-Facility Amount at the time such Request for Purchase is made, (ii) specify whether the interest rate will be fixed or floating, (iii) specify the principal amounts, final maturities, principal prepayment dates and amounts and amounts, if any, and, in the case of Fixed Rate Notes, the interest payment periods period (which shall be monthly, quarterly or semi-annually in arrears) and, in the case of Floating Rate Notes, the Interest Period (which shall be one, three or six months in arrears) and the Prepayment Premium, if any, of the Private Shelf Notes covered thereby, (iiiiv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 15 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof are true in all material respects, except where such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true in all respects, on and as of the date of such Request for Purchase after giving effect to any updated schedules (except to the extent for any such representation or warranty that by its terms is made only as of changes caused a specific earlier date, in which case certifying that such representation or warranty was correct in all material respects or, if such representation or warranty is qualified by the transactions herein contemplated materiality, in all respects, as of such earlier date) and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit D attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by PrudentialNew York Life.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide e-mail or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) -3- be substantially in the form of EXHIBIT B Schedule 2.2(c) attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery serviceservice or email, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and semiannual interest payment periods dates (quarterly with interest payments in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) a specified amount of days agreed upon between the Company and Prudential from the date of such notice after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5 (as they may have been amended pursuant to this Section 2.2(d)) are true in all material respects on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default Default, (and vii) include an undertaking that no Event of Default or Default shall arise as the result of the purchase and sale proceeds of such Private Shelf Notes), Notes shall not be used for the purpose of financing a Hostile Tender Offer and (viiviii) be substantially in the form of EXHIBIT B Exhibit 2.2(d) attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when as of the date of such Request for Purchase. Any previous notification referenced in a Request for Purchase or any Request for Purchase that contains information that purports to amend the information contained in any Schedule or Exhibit hereto, shall not be effective to amend such information unless it is received by Prudential.Prudential at least two Business Days prior to the Acceptance Day for Notes to which such Request for Purchase relates; provided, however, Prudential agrees that all new disclosures related to outstanding indebtedness under Schedule 5.15 will be deemed acceptable if such Request for Purchase is received within such time period and if such indebtedness is permitted under this Agreement and under applicable law. If Prudential provides such interest rate quotes earlier than two Business Days after Prudential receives a Request for Purchase which contains information that purports to amend the information contained in any Schedule or Exhibit hereto and Prudential states in writing that it waives the requirement in this Section 2.2(d) that the information shall not be effective to amend unless it is received by Prudential at least two Business Days prior to the Acceptance Day, the information contained in such Schedule or Exhibit shall be deemed effective to amend such information at the time of the issuance of the quotes. Tortoise Energy Infrastructure Corporation Note Purchase and Private Shelf Agreement

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential PIM by telecopier and confirmed by nationwide telefacsimile or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 12 years from the date of original issuance), and principal prepayment dates and amounts and interest payment periods (quarterly which shall result in arrearsan average life of no more than 10 years from the date of original issuance) of the Private Shelf Notes covered thereby, (iii) specify the interest payment periods (which shall be quarterly or semi-annually), (iv) specify the use of proceeds of such Private Shelf Notes), (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 Business Days and not more than thirty (30) 42 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Non-Compliance Event, Potential Non-Compliance Event, Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by PrudentialPIM.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private New Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASE”"Request for Purchase"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide overnight delivery service, and shall (i) specify the aggregate principal amount of Private New Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment installment payment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private New Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private New Shelf Notes, (iv) specify the proposed day for the closing Closing Day of the purchase and sale of such Private New Shelf Notes, which shall be a Business Day during the Issuance Period not less than 5 Business Days and not more than thirty (30) days 20 Business Days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private New Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof 10 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide facsimile transmission or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than twelve years from the date of issuance), average life (which shall be no more than ten years from the date of issuance), principal prepayment dates (if any) and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit C attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential MetLife by telecopier and confirmed by nationwide email or overnight delivery service, and shall (i) specify the aggregate principal amount currency (which shall be an Available Currency) of Private the Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 (or its equivalent in another Available Currency) and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the aggregate principal amount of Shelf Notes covered thereby and not be greater than the Available Facility Amount at the time such Request for Purchase is made, (iii) specify the principal amounts, final maturities, maturities and principal prepayment dates and amounts and interest payment periods (quarterly in arrears) of the Private Shelf Notes covered thereby, (iiiiv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify whether interest payments are to be made quarterly or semi-annually, (vi) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than ten (10) days and not more than thirty (30) days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvii) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (viviii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true in all material respects on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiix) be substantially in the form of EXHIBIT B Exhibit 2 attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential MetLife by telecopier and confirmed by nationwide email or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 thereby and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, maturities and principal prepayment dates and amounts and interest payment periods (quarterly in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify whether interest payments are to be made quarterly or semi-annually, (v) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than ten (10) days and not more than thirty (30) days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true in all material respects on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT B Exhibit 2 attached hereto. The initial Request for Purchase made pursuant to this Agreement (the “Initial Request”) shall not be less than $20,000,000 in aggregate principal amount. Any Request for Purchase made after the Initial Request shall not be less than $10,000,000 in aggregate principal amount. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by PrudentialMetLife.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 15 years from the date of issuance), average life (which shall be no more than 15 years from the date of issuance), principal prepayment dates (if any) and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on Table of Contents the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit C attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 10 years from the date of issuance), average life (which shall be no more than 10 years from the date of issuance), principal prepayment dates (if any) and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day Date for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit C attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company Issuer may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide email transmission or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 (or, if less, the remaining Available Facility Amount at the time such Request for Purchase is made) and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 12 years from the date of issuance), principal prepayment dates (if any) and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Schedule 2.2(c) attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide overnight delivery service, shall be on the letterhead of the Company, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made if the request is made, (ii) specify the principal amounts, final maturities, principal prepayment installment payment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf NotesNotes (which use of proceeds shall be in compliance with the terms of Section 10.9), (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 Business Days and not more than thirty (30) days 25 Business Days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5 (as they may have been amended pursuant to this Section 2.4) are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit 2.4 attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential. Any previous notification referenced in a Request for Purchase or any Request for Purchase that contains information that purports to amend the information contained in any Schedule or Exhibit hereto, shall not be effective to amend such information unless it is received by Prudential at least five Business Days prior to the Acceptance Day for Shelf Notes to which such Request for Purchase relates. If Prudential provides such interest rates quotes earlier than five Business Days after Prudential receives a Request for Purchase which contains information that purports to amend the information contained in any Schedule or Exhibit hereto and Prudential states in writing that it waives the requirement in this Section 2.4 that the information shall not be effective to amend unless it is received by Prudential at least five Business Days prior to the Acceptance Day, the information contained in such Schedule or Exhibit shall be deemed effective to amend such information at the time of the issuance of the quotes.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential AIG by telecopier and confirmed by nationwide email or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 15 years from the date of original issuance), and principal prepayment dates and amounts and interest payment periods (quarterly which shall result in arrearsan average life of no more than 12 years from the date of original issuance) of the Private Shelf Notes covered thereby, (iii) specify the interest payment periods (which shall be quarterly or semi-annually), (iv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 Business Days and not more than thirty (30) 90 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by PrudentialAIG.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASE”"Request for Purchase"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall shall, unless otherwise expressly accepted by Prudential, (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default Default, (and that no Event of Default or Default shall arise as vii) specify the result of the purchase and sale of Designated Spread for such Private Shelf Notes), Notes and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential MetLife by telecopier and confirmed by nationwide telefacsimile or overnight delivery serviceservice (in accordance with Section 18), and shall (iA) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (iiB) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (which must be either quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iiiC) specify the use of proceeds of such Private Shelf Notes, (ivD) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than ten (10) days and not more than thirty twenty (3020) days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vE) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (viF) certify that (I) the representations and warranties contained in paragraph 8 hereof Section 5 (assuming Schedules 5.4, 5.12 and 5.15 attached to such Request for Purchase are substituted for said Schedules originally attached to this Agreement) are true on and as of the date of such Request for Purchase except to Purchase, (II) the extent proceeds from the sale of changes caused by such Shelf Notes will not be used for the transactions herein contemplated purpose of funding a Hostile Tender Offer and that (III) there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiG) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by PrudentialMetLife.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential each of the Investor Group Representatives by telecopier and confirmed by nationwide overnight delivery serviceemail transmission, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 per Investor Group Representative (treating MetLife as one Investor Group Representative) (or, if less, the remaining Available Facility Amount at the time such Request for Purchase is made) and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and amounts, and, in the case of Fixed Rate Notes, interest payment periods (quarterly or semi-annually in arrears) and, in the case of Floating Rate Notes, the Private Shelf Prepayment Premium with respect to the Notes covered thereby, (iii) specify whether the interest rate will be fixed or floating and, in the case of a floating interest rate, specify whether the length of the Interest Period is one, three or six months, (iv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 180 days after the making of such Request for Purchase Purchase, in the case of Prudential, and in any event not less more than three (3) 90 days after any Acceptance with respect to the making of such Request for Purchase under paragraph 2EPurchase, in the case of MetLife and TIAA, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) specify the date by which Quotations are due which shall be not less than five Business Days after the making of such Request for Purchase (the “Quotation Response Date”), (viii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default Default, (and ix) certify as to the aggregate principal amount of Notes that no Event of Default or Default shall arise as will be outstanding after giving effect to the result issuance of the purchase and sale of such Private Shelf Notes)Notes requested thereby, and (viix) be substantially in the form of EXHIBIT B Schedule 2.1(c) attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudentialthe Investor Group Representatives.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential PIM by telecopier and confirmed by nationwide facsimile or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 10 years from the date of issuance), principal prepayment dates and amounts (which shall result in an average life of no more than 7 years), and interest payment periods (quarterly in arrears) the Designated Spread of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 7 days and not more than thirty (30) 20 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes), and (vii) be substantially in the form of EXHIBIT B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.Exhibit C attached

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 25,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true in all material respects on and as of the date of such Request for Purchase except after giving effect to the extent of changes caused by the transactions herein contemplated any updated schedules and that there exists on the date of such Request for Purchase no Event of Default or Default Default, (and that no Event of Default vii) specify whether the fee to be due pursuant to paragraph 2B(9)(ii) should be included in the rate quotes Prudential may provide pursuant to paragraph 2B(5) or Default shall arise as will be paid separately by the result of Company on the Closing Day for such purchase and sale of such Private Shelf Notes)sale, and (viiviii) be substantially in the form of EXHIBIT B Exhibit C attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASE”"Request for Purchase"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by or nationwide overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment and installment payment dates and amounts and interest payment periods (quarterly in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 Business Days and not more than thirty (30) days 25 Business Days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential AIG by telecopier and confirmed by nationwide fax, email or overnight delivery service, and shall (i) specify the currency (which shall be an Available Currency) of the Notes covered thereby, (ii) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 (or its equivalent in another Available Currency) and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (iiiii) specify the principal amounts, final maturities, maturities and principal prepayment dates and amounts and interest payment periods (quarterly in arrears) of the Private Shelf Notes covered thereby, (iiiiv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify whether interest payments are to be made quarterly or semi-annually, (vi) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 30 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvii) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (viviii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true in all material respects on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiix) be substantially in the form of EXHIBIT B Exhibit 2 attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by PrudentialAIG.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide telefacsimile or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semiannual in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not more less than thirty (30) days 5 Business Days after the making of such Request for Purchase and in any event not less more than three (3) 90 days after any Acceptance with respect to the making of such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices price of such Private Shelf Notes are is to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true on and as of changes caused by the transactions herein contemplated such earlier date) and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B attached hereto. Exhibit C. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASE”"Request for Purchase"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, maturities and principal prepayment payment dates and amounts and interest payment periods (quarterly in arrears) of the Private Shelf Notes covered therebyamounts, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 5 Business Days and not more than thirty (30) days 25 Business Days after the making of such Request for Purchase and in any event not less than three Acceptance Day (3if any) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes), and (vii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default Default, (and that no Event of Default or Default shall arise as vii) specify the result of the purchase and sale of Designated Spread for such Private Shelf Notes), Notes and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential Xxxxxxx by telecopier and confirmed a Responsible Officer by nationwide email or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 for all Series of Notes specified in such Request for Purchase, and shall not be greater in the aggregate than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the maximum number of days (but not greater than 60) from the Acceptance Date within which the Company will issue the Series of Notes covered thereby (the “Closing Period”),1 (iii) specify the principal amounts, final maturities, principal prepayment dates and amounts and amortization, interest payment periods dates (quarterly which such dates must be semi-annual in arrears) and other particular terms of the Private Shelf each Series of Notes covered thereby, (iiiiv) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not more than thirty (30) days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2E, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day Date for such purchase and sale, and (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes), and (vii) be substantially in the form of EXHIBIT B attached heretoExhibit 2.5. Each Request for Purchase shall be in writing and shall be deemed made when received by PrudentialXxxxxxx. Each Request for Purchase shall also include an update to the Ownership Schedule and/or Schedule 4.15 to reflect any changes necessary to make the representations set forth in Section 4.4 and/or Section 4.15 true, complete and correct, in all material respects as of the date of such Request for Purchase; provided that any designation or redesignation of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary shall be in compliance with Section 8.6. Delivery of any updated Schedule pursuant to this Section 2.5 shall not, however, waive any Default or Event of Default then existing as a result of the representations set forth in Section 4.4 or Section 4.15 having been false or incorrect in any material respect as of any Closing Date prior to the delivery of such updated Schedules. 1 Pricing for each Series will reflect Closing Period requested.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASE”"Request for Purchase"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide overnight delivery service, shall be on the letterhead of the Company, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount (and shall be subject to the limitations of Section 2.1(b)) at the time such Request for Purchase is made if the request is made, (ii) specify the principal amounts, final maturities, principal prepayment installment payment dates and amounts and interest payment periods (quarterly or semi- annual in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 20 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5 (as they may have been amended pursuant to this Section 2.4) are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit 2.4 attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential. Any previous notification referenced in a Request for Purchase or any Request for Purchase that contains information that purports to amend the information contained in any Schedule or Exhibit hereto, shall not be effective to amend such information unless it is received by Prudential at least five Business Days prior to the Acceptance Day for Notes to which such Request for Purchase relates. If Prudential provides such interest rates quotes earlier than five Business Days after Prudential receives a Request for Purchase which contains information that purports to amend the information contained in any Schedule or Exhibit hereto and Prudential states in writing that it waives the requirement in this Section 2.4 that the information shall not be effective to amend unless it is received by Prudential at least five Business Days prior to the Acceptance Day, the information contained in such Schedule or Exhibit shall be deemed effective to amend such information at the time of the issuance of the quotes.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “"REQUEST FOR PURCHASE”"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit 2 attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”)) up to, at any time outstanding, the Available Facility Amount. Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide overnight delivery servicein accordance with the notice provisions in Section 18, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 (or, if less, the remaining Available Facility Amount at the time such Request for Purchase is made) and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 15 years from the date of issuance), principal prepayment dates and amounts (which shall result in an average life of no more than 15 years, including any and all “delay” or “forward rate-lock period” beyond 42 calendar days) and interest payment periods (monthly, quarterly or semi‑annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5, as supplemented by such Request for Purchase, are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Default or Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit 2.2(c) attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential. In connection with the submission of any Request for Purchase hereunder, the Company shall also provide a certificate from a Responsible Officer of the Company certifying as to the aggregate principal amount of the Notes that will be outstanding after giving effect to the issuance of the Shelf Notes requested thereby.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i1) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii2) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii3) specify the use of proceeds of such Private Shelf Notes, (iv4) specify the proposed day Closing Day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and unless otherwise specified in any event not less than three (3) days after any Acceptance with respect to such the Request for Purchase under paragraph 2Eand agreed to in the Confirmation of Acceptance for such Notes, (v5) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi6) identify each order of a State Commission or other Governmental Authority necessary or required for the Company to incur the indebtedness to be evidenced by such Notes, (7) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) 8) be substantially in the form of EXHIBIT B Schedule 2(d) attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.. (e) Rate Quotes. Not later than five Business Days after the Company shall have given Prudential a Request for Purchase pursuant to Section 2(d), Prudential may, but shall be under no obligation to, provide to the Company by telephone or telecopier, in each case between 9:30 a.m. and 1:00 p.m. New York City local time (or such later time as Prudential may elect) interest rate quotes for the several principal amounts, maturities, principal prepayment schedules, and interest payment periods of Notes specified in such Request for Purchase. Each quote shall represent the interest rate per annum payable on the proposed outstanding principal balance of such Notes at which a Prudential Affiliate would be willing to purchase such Notes at 100% of the principal amount thereof. (f)

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly which shall be quarterly, with interest being payable in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit 2.2(d) attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”)) up to, at any time outstanding, the Available Facility Amount. Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide overnight delivery serviceMetLife in accordance with the notice provisions in Section 18, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 (or, if less, the remaining Available Facility Amount at the time such Request for Purchase is made) and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify whether the interest rate will be fixed MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement or floating and, in the case of a floating interest rate, specify whether the length of the Interest Period is one, three or six months, (iii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 15 years from the date of issuance in the case of fixed rate Shelf Notes and 10 years from the date of issuance in the case of floating rate Shelf Notes), principal prepayment dates and amounts (which shall result in an average life of no more than 15 years in the case of the fixed rate Shelf Notes and 10 years in the case of floating rate Shelf Notes, including any and all “delay” or “forward rate-lock period” beyond 42 calendar days) and interest payment periods (monthly, quarterly or semi‑annually in arrears) of the Private Shelf Notes covered thereby, (iiiiv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 5, as supplemented by such Request for Purchase, are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Default or Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT B Exhibit 2.2(c) attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by PrudentialMetLife. In connection with the submission of any Request for Purchase hereunder, the Company shall also provide a certificate from a Responsible Officer of the Company certifying as to the aggregate principal amount of the Notes that will be outstanding after giving effect to the issuance of the Shelf Notes requested thereby.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide telecopier, e-mail or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (which shall be quarterly in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 Business Days and not more than thirty (30) days 25 Business Days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that (x) the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that Purchase, (y) there exists on the date of such Request for Purchase no Event of Default or Default and (and that no Event z) the Company will not use any proceeds from such Shelf Notes for the purposes of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)financing a Hostile Tender Offer, and (vii) be substantially in the form of EXHIBIT B Schedule 2.2(d) attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASE”"Request for Purchase"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than five (5) Business Days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes), and (vii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “"REQUEST FOR PURCHASE”"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not more than thirty (30) days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2E, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes), and (vii) be substantially in the form of EXHIBIT B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.of

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential PIM by telecopier and confirmed by nationwide email or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 15½ years from the date of original issuance), and principal prepayment dates and amounts and interest payment periods (quarterly which shall result in arrearsan average life of no more than 15½ years from the date of original issuance) of the Private Shelf Notes covered thereby, (iii) specify the interest payment periods (which shall be monthly, quarterly or semi-annually), (iv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 Business Days and not more than thirty (30) 90 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by PrudentialPIM.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide e-mail or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Schedule 2.2(c) attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “"REQUEST FOR PURCHASE”"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default Default, (and that no Event of Default vii) specify whether the fee to be due pursuant to paragraph 2B(8)(ii) should be included in the rate quotes Prudential may provide pursuant to paragraph 2B(4) or Default shall arise as will be paid separately by the result of Company on the Closing Day for such purchase and sale of such Private Shelf Notes)sale, and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests in writing for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASE”"Request for Purchase"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide overnight delivery service, and shall (i) specify the aggregate principal amount of Private the Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment installment payment dates and amounts and interest payment periods (which may be quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf NotesNotes and represent that the proceeds shall not be used for the purpose of financing a hostile tender offer, (iv) specify the proposed day for the closing Applicable Shelf Closing Day of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than ten days and not more than thirty (30) 20 days after the making of date that such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect is telecopied to such Request for Purchase under paragraph 2EPrudential, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Applicable Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 Section 5 hereof are true on and as of the date of such Request for Purchase is telecopied to Prudential except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit 2.2(d) attached hereto. Each Request for Purchase shall -------------- be in writing and shall be deemed made when received by Prudential.Prudential upon delivery by the overnight delivery service referred to in this Section 2.2(d). Rate Quotes. Not later than five Business Days after the Company shall have given Prudential a Request for Purchase pursuant to Section 2.2(d) hereof, Prudential may provide (by telephone promptly thereafter confirmed by telecopier, in each case no earlier than 9:30 A.M. and no later than 1:00 P.M. New York City local time) interest rate quotes for the several principal amounts, maturities, installment payment schedules and interest payment periods of Shelf Notes specified

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the currency (which shall be an Applicable Currency) of the Shelf Notes covered thereby, (ii) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 (or its equivalent in another Applicable Currency as determined in good faith by the Company at the time such Request for Purchase is made) and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (iiiii) specify the principal amounts, final maturities, maturities and principal prepayment dates and amounts and interest payment periods (quarterly in arrears) of the Private Shelf Notes covered thereby, (iiiiv) specify the use of proceeds of such Private Shelf NotesNotes and certify that such proceeds shall not be used for the purpose of financing a Hostile Tender Offer, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 20 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 6 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT B Exhibit 2 attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.. (d)

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASE”"Request for Purchase"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default Default, (and that no Event of Default or Default shall arise as vii) specify the result of the purchase and sale of Designated Spread for such Private Shelf Notes), and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “"REQUEST FOR PURCHASE”"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (which shall be quarterly in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 7 days and not more than thirty (30) 15 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential PGIM by telecopier and confirmed by nationwide telefacsimile or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 15 years from the date of original issuance), and principal prepayment dates and amounts and interest payment periods (quarterly which shall result in arrearsan average life of no more than 15 years from the date of original issuance) of the Private Shelf Notes covered thereby, (iii) specify the interest payment periods (which shall be quarterly or semi-annually), (iv) specify the use of proceeds of such Private Shelf Notes), (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 Business Days and not more than thirty (30) 42 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Non-Compliance Event, Potential Non-Compliance Event, Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by PrudentialPGIM.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the currency (which shall be an Available Currency) of the Shelf Notes covered thereby, (ii) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 (or its equivalent in another Available Currency) and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (iiiii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iiiiv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT B Exhibit 2(c) attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.

Request for Purchase. The Company Partnerships may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “"REQUEST FOR PURCHASE”"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during Dayduring the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASE”"Request for Purchase"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default Default, (and that no Event of Default or Default shall arise as vii) specify the result of the purchase and sale of Designated Spread for such Private Shelf Notes), Notes and (viiviii) be substantially in the form of EXHIBIT B Exhibit C attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide electronic mail (email), facsimile transmission or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000, and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 12 years from the date of issuance), average life (which shall be no less than 6 years and no more than 10 years from the date of issuance), principal prepayment dates (if any) and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide telecopier, electronic mail or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 25,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase (except for those which expressly relate to the extent an earlier date, in which case such representations and warranties shall have been true on and as of changes caused by the transactions herein contemplated such earlier date) after giving effect to any Updated Schedules and that there exists on the date of such Request for Purchase no Event of Default or Default Default, (and that no Event of Default or Default shall arise as vii) specify the result of the purchase and sale of Designated Spread for such Private Shelf Notes), Notes and (viiviii) be substantially in the form of EXHIBIT B Exhibit C attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “"REQUEST FOR PURCHASE”"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default Default, (and that no Event of Default or Default shall arise as vii) specify the result of the purchase and sale of Designated Spread for such Private Shelf Notes), Notes and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in --------- writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential AIG by telecopier and confirmed by nationwide email or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 15 years from the date of original issuance), and principal prepayment dates and amounts and interest payment periods (quarterly which shall result in arrearsan average life of no more than 12 years from the date of original issuance) of the Private Shelf Notes covered thereby, (iii) specify the interest payment periods (which shall be quarterly or semi-annually), (iv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 Business Days and not more than thirty (30) 80 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by PrudentialAIG.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASE”"Request for Purchase"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide facsimile or overnight delivery service, and shall (i) specify the currency (which shall be an Available Currency) of the Shelf Notes covered thereby, (ii) specify in Dollars the aggregate principal amount of Private Shelf Notes covered therebythereby (or the Dollar equivalent of Shelf Notes to be denominated in a currency other than Dollars), which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (iiiii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annual in arrears) of the Private Shelf Notes covered thereby, (iiiiv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide electronic mail transmission or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 25,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 270 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase (except for such representations and warranties limited to an earlier date, in which case the extent same shall have been true as of changes caused by such earlier date) (subject to such exceptions thereto, if any, as may be indicated in the transactions herein contemplated Request for Purchase) and that there exists on the date of such Request for Purchase no Event of Default or Default Default, (and that no Event of Default vii) specify whether the fee to be due pursuant to paragraph 2B(8)(ii) should be included in the rate quotes Prudential may provide pursuant to paragraph 2B(4) or Default shall arise as will be paid separately by the result of Company on the Closing Day for such purchase and sale of sale, (viii) specify the Designated Spread for such Private Shelf Notes), Notes and (viiviii) be substantially in the form of EXHIBIT B Exhibit C attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide overnight delivery service, and shall (i) specify the currency (which shall be an Available Currency) of Private Shelf Notes covered thereby, (ii) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 (or its equivalent in another Available Currency) and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (iiiii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iiiiv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 42 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide facsimile transmission, overnight delivery serviceservice or by a Portable Document Format (“PDF”) attachment to an email transmitted to an email address for an Authorized Officer, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 25,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 10.5 years from the date of issuance), average life (which shall be no more than 10.5 years from the date of issuance), principal prepayment dates and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B Exhibit 2(c) attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide email transmission or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 16 years from the date of issuance), principal prepayment dates (if any) and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and Purchase, that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result proceeds of the purchase and sale of such Private Shelf Notes)Notes will not be used for the purpose of financing a Hostile Tender Offer, and (vii) be substantially in the form of EXHIBIT B Exhibit 2.1(c) attached hereto. Each Request for Purchase shall be in writing signed by the Company and the Parent Guarantor and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide email (signed .pdf) or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (iiiii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly in arrears) of the Private Shelf Notes covered thereby, (iiiiv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 (as may be updated by the Company pursuant to such Request for Purchase) are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT B Exhibit 2 attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential MetLife by telecopier and confirmed by nationwide e-mail (with confirmation of receipt), telefacsimile or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be (A) less than $5,000,000 and shall not be or (B) greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify whether the interest rate will be fixed or floating and, in the case of floating interest rate, specify the length of the Interest Period, (iii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest payment periods (quarterly semi-annually in arrearsarrears for Shelf Notes bearing interest at a fixed rate and for the time periods as indicated in the Confirmation of Acceptance for Shelf Notes bearing interest at a floating rate) of the Private Shelf Notes covered thereby, (iiiiv) specify the use of proceeds of such Private Shelf Notes, (ivv) specify the proposed day for the closing Closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than ten (10) days and not more than thirty (30) days 25 Business Days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf related Closing Day for such purchase and sale, (vivii) certify that (x) the representations and warranties contained in paragraph 8 hereof Section 5 (which may be updated and/or modified and delivered with such Request for Purchase as contemplated by Section 4.1 hereof) are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that (y) there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes), and (viiviii) be substantially in the form of EXHIBIT B Schedule 2(d) attached hereto. Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by PrudentialMetLife. Any previous notification referenced in a Request for Purchase or any Request for Purchase that contains information that purports to amend the information contained in any Section or Schedule hereto, shall not be effective to amend such information unless it is received by MetLife at least two Business Days prior to the Acceptance Day for Notes to which such Request for Purchase relates; provided, however, MetLife agrees that all new disclosures related to outstanding Indebtedness under Schedule 5.15 will be deemed acceptable when such Request for Purchase is delivered if such Indebtedness is permitted under this Agreement and under applicable law. If MetLife provides such interest rate quotes earlier than two Business Days after MetLife receives a Request for Purchase which contains information that purports to amend the information contained in any Schedule or Section hereto and MetLife states in writing that it waives the requirement in this Section 2(d) that the information shall not be effective to amend unless it is received by MetLife at least two Business Days prior to the Roanoke Gas Company Private Shelf Agreement Acceptance Day, the information contained in such Schedule or Section shall be deemed effective to amend such information at the time of the issuances of the quotes.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential PIM by telecopier and confirmed by nationwide email or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 10 years from the date of original issuance), and principal prepayment dates and amounts and interest payment periods (quarterly which shall result in arrearsan average life of no more than 8 years from the date of original issuance) of the Private Shelf Notes covered thereby, (iii) specify the interest payment periods (which shall be quarterly or semi-annually), (iv) specify the use of proceeds of such Private Shelf Notes), (ivv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 Business Days and not more than thirty (30) 42 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvi) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vivii) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiviii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by PrudentialPIM.

Request for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide Confirmed E-mail Transmission or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 11 years from the date of issuance), average life (which shall be no more than 11 years from the date of issuance), principal prepayment dates (if any) and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof Section 5 are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT B attached heretoExhibit 2.2(d). Each Request for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.

Request for Purchase. The Company Issuer may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASERequest for Purchase”). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide facsimile transmission or overnight delivery service, and shall (i) specify the currency (which shall be Dollars or Euros) of the Shelf Notes covered thereby, (ii) [reserved], (iii) specify the aggregate principal amount of Private the Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 (or its equivalent in Euros) and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (iiiv) specify the principal amounts, final maturities, principal prepayment dates (if any) and amounts and interest payment periods (quarterly in arrears) of the Private Shelf Notes covered thereby, (iiiv) specify the use of proceeds of such Private Shelf Notes, (ivvi) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than thirty (30) 25 days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (vvii) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (viviii) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (viiix) be substantially in the form of EXHIBIT B Exhibit C attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.

Request for Purchase. The Company Co-Issuers (or, if Prudential so agrees, the Company) may from time to time during the Issuance Period make requests for purchases of Private Shelf Notes (each such request being herein called a “REQUEST FOR PURCHASE”"Request for Purchase"). Each Request for Purchase shall be made to Prudential by telecopier and confirmed by nationwide or overnight delivery service, and shall (i) specify the aggregate principal amount of Private Shelf Notes covered thereby, which shall not be less than $5,000,000 10,000,000 and shall not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturitiesmaturities (which shall be no more than 12 years from the date of issuance), average life (which shall be no more than 10 years from the date of issuance), principal prepayment dates (if any) and amounts and interest payment periods (quarterly or semi-annually in arrears) of the Private Shelf Notes covered thereby, (iii) specify the use of proceeds of such Private Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Private Shelf Notes, which shall be a Business Day during the Issuance Period not less than 5 Business Days and not more than thirty (30) days 25 Business Days after the making of such Request for Purchase and in any event not less than three (3) days after any Acceptance with respect to such Request for Purchase under paragraph 2EPurchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Private Shelf Notes are to be transferred on the Private Shelf Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 hereof are true on and as of the date of such Request for Purchase except to the extent of changes caused by the transactions herein contemplated and that there exists on the date of such Request for Purchase no Event of Default or Default (and that no Event of Default or Default shall arise as the result of the purchase and sale of such Private Shelf Notes)Default, and (vii) be substantially in the form of EXHIBIT Exhibit B attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by Prudential.