Common use of Tender of Shares Clause in Contracts

Tender of Shares. Mellon, in its capacity as depositary, will receive tenders of shares. Subject to the terms and conditions of this Agreement, Mellon is authorized to accept such tenders of shares in accordance with the Offer, and to act in accordance with the following instructions: (a) Shares shall be considered validly tendered to Mellon only if tenders of shares are made in accordance with the terms and conditions set forth in the Offer to Purchase, and: (i) Mellon receives prior to the Expiration Date (x) certificates for such Shares, (or a Confirmation (as defined in paragraph (b) below) relating to such Shares) and (y) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's Message (as defined in paragraph (b) below) relating thereto; or (ii) Mellon receives (x) a Notice of Guaranteed Delivery (as defined in paragraph (b) below) relating to such Shares from an Eligible Institution (as defined in paragraph (b) below) prior to the Expiration Date and (y) certificates for such Shares (or a Confirmation relating to such Shares) and either a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's Message relating thereto at or prior to 5:00 P.M., New York City time, on the third New York Stock Exchange, Inc. (the “NYSE”) trading day after the date of execution of such Notice of Guaranteed Delivery; and (iii) in the case of either clause (i) or (ii) above, if applicable, determination of all questions as to the validity, form eligibility (including timeliness of receipt) and acceptance of any Shares tendered or delivered shall be determined by Mellon on behalf of the Purchaser in the first instance, but the Purchaser retains full discretion to make a final determination of the adequacy of the items received, as provided in Section 8 hereof. (b) For the purpose of this Agreement: (i) a “Confirmation” shall be a confirmation of book-entry transfer of Shares into a Mellon account at The Depository Trust Company (the “Book-Entry Transfer Facility”) to be established and maintained by Mellon in accordance with Section 3 hereof; (ii) a “Notice of Guaranteed Delivery” shall be a notice of guaranteed delivery substantially in the form attached as Exhibit C hereto or a telegram, telex, facsimile transmission or letter substantially in such form, or if sent by a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of such Book-Entry Transfer Facility and Mellon substantially in such form; provided, however, that if such notice is sent by a Book-Entry Transfer Facility through electronic means, it must state that such Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf such notice is given that such participant has received and agrees to be bound by the form of such notice; (iii) an “Eligible Institution” shall be a member firm of a national securities exchange registered with the Securities and Exchange Commission or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States; and (iv) an “Agent's Message” shall be a message transmitted through electronic means by a Book-Entry Transfer Facility, in accordance with the normal procedures of such Book-Entry Transfer Facility and Mellon, to and received by Mellon and forming part of a Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that the Purchaser may enforce such agreement against such participant. The term Agent's Message shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at Mellon's office. (c) Purchaser acknowledges that, in connection with the Offer, Mellon may enter into agreements or arrangements with a Book-Entry Transfer Facility that, among other things, provide that (i) delivery of an Agent's Message will satisfy the terms of the Offer with respect to the Letter of Transmittal, (ii) such agreements or arrangements are enforceable against the Purchaser by such Book-Entry Transfer Facility or participants therein and (iii) Mellon, as depositary, is authorized to enter into such agreements or arrangements on behalf of the Purchaser. Without limiting any other provision of this Agreement, Mellon is expressly authorized to enter into any such agreements or arrangements on behalf of the Purchaser and to make any necessary representations or warranties in connection thereunder, and any such agreement or arrangement shall be enforceable against the Purchaser.

Tender of Shares. Mellon, in its capacity as depositary, will receive tenders of shares. Subject to the terms and conditions of this Agreement, Mellon is authorized to accept such tenders of shares in accordance with the Offer, and to act in accordance with the following instructions: (a) Shares shall be considered validly tendered to Mellon only if tenders of shares are made in accordance with the terms and conditions set forth in the Offer to Purchase, and: (i) Mellon receives prior to the Expiration Date (x) certificates for such Shares, (or a Confirmation (as defined in paragraph (b) below) relating to such Shares) and (y) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's Message (as defined in paragraph (b) below) relating thereto; or (ii) Mellon receives (x) a Notice of Guaranteed Delivery (as defined in paragraph (b) below) relating to such Shares from an Eligible Institution (as defined in paragraph (b) below) prior to the Expiration Date and (y) certificates for such Shares (or a Confirmation relating to such Shares) and either a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's Message relating thereto at or prior to 5:00 P.M., New York City time, on the third New York Stock Exchange, Inc. (the “"NYSE”") trading day after the date of execution of such Notice of Guaranteed Delivery; and (iii) in the case of either clause (i) or (ii) above, if applicable, determination of all questions as to the validity, form eligibility (including timeliness of receipt) and acceptance of any Shares tendered or delivered shall be determined by Mellon on behalf of the Purchaser in the first instance, but the Purchaser retains full discretion to make a final determination of the adequacy of the items received, as provided in Section 8 hereof. (b) For the purpose of this Agreement: (i) a “Confirmation” shall be a confirmation of book-entry transfer of Shares into a Mellon account at The Depository Trust Company (the “Book-Entry Transfer Facility”) to be established and maintained by Mellon in accordance with Section 3 hereof; (ii) a “Notice of Guaranteed Delivery” shall be a notice of guaranteed delivery substantially in the form attached as Exhibit C hereto or a telegram, telex, facsimile transmission or letter substantially in such form, or if sent by a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of such Book-Entry Transfer Facility and Mellon substantially in such form; provided, however, that if such notice is sent by a Book-Entry Transfer Facility through electronic means, it must state that such Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf such notice is given that such participant has received and agrees to be bound by the form of such notice; (iii) an “Eligible Institution” shall be a member firm of a national securities exchange registered with the Securities and Exchange Commission or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States; and (iv) an “Agent's Message” shall be a message transmitted through electronic means by a Book-Entry Transfer Facility, in accordance with the normal procedures of such Book-Entry Transfer Facility and Mellon, to and received by Mellon and forming part of a Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that the Purchaser may enforce such agreement against such participant. The term Agent's Message shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at Mellon's office. (c) Purchaser acknowledges that, in connection with the Offer, Mellon may enter into agreements or arrangements with a Book-Entry Transfer Facility that, among other things, provide that (i) delivery of an Agent's Message will satisfy the terms of the Offer with respect to the Letter of Transmittal, (ii) such agreements or arrangements are enforceable against the Purchaser by such Book-Entry Transfer Facility or participants therein and (iii) Mellon, as depositary, is authorized to enter into such agreements or arrangements on behalf of the Purchaser. Without limiting any other provision of this Agreement, Mellon is expressly authorized to enter into any such agreements or arrangements on behalf of the Purchaser and to make any necessary representations or warranties in connection thereunder, and any such agreement or arrangement shall be enforceable against the Purchaser.

Tender of Shares. Mellon, in its capacity as depositary, will receive tenders of sharesShares. Subject to the terms and conditions of this Agreement, Mellon is authorized to accept such tenders of shares Shares in accordance with the Offer, and to act in accordance with the following instructions: (a) Shares shall be considered validly tendered to Mellon only if tenders of shares Shares are made in accordance with the terms and conditions set forth in the Offer to Purchase, and: (i) Mellon receives prior to the Expiration Date (x) certificates for such Shares, Shares (or a Confirmation (as defined in paragraph (b) below) relating to such Shares) ), if applicable, and (y) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's Message (as defined in paragraph (b) below) relating thereto; or (ii) Mellon receives (x) a Notice of Guaranteed Delivery (as defined in paragraph (b) below) relating to such Shares from an Eligible Institution (as defined in paragraph (b) below) prior to the Expiration Date and (y) certificates for such Shares (or a Confirmation relating to such Shares) ), if applicable, and either a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's Message relating thereto at or prior to 5:00 P.M., New York City time, on the third New York Stock Exchange, Inc. (the “NYSE”) trading day after the date of execution of such Notice of Guaranteed Delivery; and (iii) in the case of either clause (i) or (ii) above, if applicable, determination of all questions as to the validity, form eligibility (including timeliness of receipt) and acceptance of any Shares tendered or delivered shall be determined by Mellon on behalf of the Purchaser in the first instance, but the Purchaser retains full discretion to make a final determination of the adequacy of the items received, as provided in Section 8 hereof. (b) For the purpose of this Agreement: (i) a “Confirmation” shall be a confirmation of book-entry transfer of Shares into a Mellon account at The Depository Trust Company (the “Book-Entry Transfer Facility”) to be established and maintained by Mellon in accordance with Section 3 hereof; (ii) a “Notice of Guaranteed Delivery” shall be a notice of guaranteed delivery substantially in the form attached as Exhibit C hereto or a telegram, telex, facsimile transmission or letter substantially in such form, or if sent by a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of such Book-Entry Transfer Facility and Mellon substantially in such form; provided, however, that if such notice is sent by a Book-Entry Transfer Facility through electronic means, it must state that such Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf such notice is given that such participant has received and agrees to be bound by the form of such notice; (iii) an “Eligible Institution” shall be a member firm of a national securities exchange registered with the Securities and Exchange Commission or of the National Association of Securities Dealers, Inc.Financial Industry Regulatory Authority, or a commercial bank or trust company having an office or correspondent in the United States; and (iv) an “Agent's Message” shall be a message transmitted through electronic means by a Book-Entry Transfer Facility, in accordance with the normal procedures of such Book-Entry Transfer Facility and Mellon, to and received by Mellon and forming part of a Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that the Purchaser may enforce such agreement against such participant. The term Agent's Message shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at Mellon's office. (c) Purchaser acknowledges that, in connection with the Offer, Mellon may enter into agreements or arrangements with a the Book-Entry Transfer Facility that, among other things, provide that (i) delivery of an Agent's Message will satisfy the terms of the Offer with respect to the Letter of Transmittal, (ii) such agreements or arrangements are enforceable against the Purchaser by such Book-Entry Transfer Facility or participants therein and (iii) Mellon, as depositary, is authorized to enter into such agreements or arrangements on behalf of the Purchaser. Without limiting any other provision of this Agreement, Mellon is expressly authorized to enter into any such agreements or arrangements on behalf of the Purchaser and to make any necessary representations or warranties in connection thereunder, and any such agreement or arrangement shall be enforceable against the Purchaser.

Tender of Shares. Mellon, in its capacity as depositary, will receive tenders of shares. Subject to the terms and conditions of this Agreement, Mellon is authorized to accept such tenders of shares in accordance with the Offer, and to act in accordance with the following instructions: (a) Tenders of Shares shall may be considered validly tendered to Mellon made only if tenders of shares are made in accordance with the terms and conditions as set forth in the Offer to Purchase, andand Shares shall be considered validly tendered to the Depositary only if: (i) Mellon the Depositary receives prior to the Expiration Date (x) certificates for such Shares, Shares (or a Confirmation (as defined in paragraph (b) below) book-entry confirmation relating to such Shares) and (y) a properly completed and duly executed Letter of Transmittal Transmittal, together with any required signature guarantees (or facsimile thereof) or in the case of a book-entry transfer, an agent’s message (“Agent's Message (as defined in paragraph (b) below’s Message”) relating thereto) and any other documents required by the Letter of Transmittal; or (ii) Mellon the Depositary receives (x) a properly completed and duly executed notice of guaranteed delivery (“Notice of Guaranteed Delivery (as defined in paragraph (b) belowDelivery”) relating to such Shares from an Eligible Institution (as defined in paragraph (b) below) prior to the Expiration Date and (y) to further deliver to the Depository certificates for such Shares (or a Confirmation book- entry confirmation relating to such Shares) and either a properly completed and duly executed Letter of Transmittal (or facsimile thereof) ), together with any required signature guarantees (or in the case of a book-entry transfer, an Agent's ’s Message relating thereto at or prior to 5:00 P.M.thereto) and any other documents required by the Letter of Transmittal, New York City time, on the third New York Stock Exchange, Inc. within three (the “NYSE”3) NYSE trading day days after the date of execution of such Notice of Guaranteed Delivery; and (iii) in the case of either clause (i) or (ii) above, if applicable, determination of all questions as to the validity, form eligibility (including timeliness of receipt) and acceptance of any Shares tendered or delivered shall be determined by Mellon on behalf of the Purchaser in the first instance, but the Purchaser retains full discretion to make a final determination of the adequacy of the items received, as provided in Section 8 4 hereof, has been made when necessary by the Purchaser. (b) For the purpose of this Agreement: (i) a “Confirmation” shall be a confirmation of book-entry transfer of Shares into a Mellon account at The Depository Trust Company (the “Book-Entry Transfer Facility”) to be established and maintained by Mellon in accordance with Section 3 hereof; (ii) a “Notice of Guaranteed Delivery” shall be a notice of guaranteed delivery substantially in the form attached as Exhibit C hereto or a telegram, telex, facsimile transmission or letter substantially in such form, or if sent by a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of such Book-Entry Transfer Facility and Mellon substantially in such form; provided, however, that if such notice is sent by a Book-Entry Transfer Facility through electronic means, it must state that such Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf such notice is given that such participant has received and agrees to be bound by the form of such notice; (iii) an “Eligible Institution” shall be a member firm of a national securities exchange registered with the Securities and Exchange Commission or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States; and (iv) an “Agent's Message” shall be a message transmitted through electronic means by a Book-Entry Transfer Facility, in accordance with the normal procedures of such Book-Entry Transfer Facility and Mellon, to and received by Mellon and forming part of a Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that the Purchaser may enforce such agreement against such participant. The term Agent's Message shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at Mellon's office. (c) Purchaser acknowledges that, that in connection with the Offer, Mellon the Depositary may enter into agreements or arrangements with a Bookbook-Entry Transfer Facility thatentry transfer facility which, among other things, provide that (i) delivery of an Agent's ’s Message will shall satisfy the terms of the Offer with respect to the Letter of Transmittal, (ii) such agreements or arrangements are enforceable against the Purchaser by such Bookbook-Entry Transfer Facility entry transfer facility or participants therein and (iii) Mellon, as depositary, the Depositary is authorized to enter into such agreements or arrangements on behalf of the Purchaser. Without limiting any other provision of this Agreement, Mellon the Depositary is expressly authorized to enter into any such agreements or arrangements on behalf of the Purchaser and to make any necessary representations or warranties in connection thereunder, and any such agreement or arrangement shall be enforceable against the Purchaser.

Tender of Shares. Mellon, in its In your capacity as depositaryDepositary, you will receive tenders of shares. Subject to the terms and conditions of this Agreement, Mellon is you are authorized to accept such tenders of shares in accordance with the Offerfirst paragraph hereof and the Letter of Transmittal, and to act in accordance with the following instructions: (a) Shares shall be considered validly tendered to Mellon only if tenders of shares are Shares may be made only in accordance with the terms and conditions set forth in the Offer to Purchase, andand Shares shall be considered validly tendered to you only if: (i) Mellon receives you receive prior to the Expiration Date (x) certificates for such Shares, (or a Confirmation (as defined in paragraph (b) below) relating to such Shares) and (y) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's Message (as defined in paragraph (b) below) relating thereto; or (ii) Mellon receives you receive (x) a Notice of Guaranteed Delivery (as defined in paragraph (b) below) relating to such Shares from an Eligible Institution (as defined in paragraph (b) below) prior to the Expiration Date and (y) certificates for such Shares (or a Confirmation relating to such Shares) and either a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's Message relating thereto at or prior to 5:00 P.M., New York City time, on the third New York Stock Exchange, Inc. (the “"NYSE”") trading day after the date of execution of such Notice of Guaranteed Delivery; and (iii) in the case of either clause (i) or (ii) above, if applicable, determination of all questions as to the validity, form eligibility (including timeliness of receipt) and acceptance of any Shares tendered or delivered shall be determined by Mellon you on behalf of the Purchaser in the first instance, but but, the Purchaser retains full discretion to make a final determination of the adequacy of the items received, as provided in Section 8 4 hereof. (b) For the purpose of this Agreement: : (i) a “"Confirmation” " shall be a confirmation of book-entry transfer of Shares into a Mellon your account at The Depository Trust Company (the “"Book-Entry Transfer Facility”") to be established and maintained by Mellon you in accordance with Section 3 hereof; ; (ii) a “"Notice of Guaranteed Delivery” " shall be a notice of guaranteed delivery substantially in the form attached as Exhibit C hereto or a telegram, telex, facsimile transmission or letter substantially in such form, or if sent by a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of such Book-Entry Transfer Facility and Mellon the Depositary, substantially in such form; provided, however, that if such notice is sent by a Book-Entry Transfer Facility through electronic means, it must state that such Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf such notice is given that such participant has received and agrees to be become bound by the form of such notice; ; (iii) an “"Eligible Institution” " shall be a member firm of a national securities exchange registered with the Securities and Exchange Commission or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States; and and (iv) an “"Agent's Message” " shall be a message transmitted through electronic means by a Book-Entry Transfer Facility, in accordance with the normal procedures of such Book-Entry Transfer Facility and Mellonthe Depositary, to and received by Mellon the Depositary and forming part of a Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that the Purchaser may enforce such agreement against such participant. The term Agent's Message shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at Mellonthe Depositary's office. (c) Purchaser acknowledges that, in connection with the Offer, Mellon may enter into agreements or arrangements with a Book-Entry Transfer Facility that, among other things, provide that (i) delivery of an Agent's Message will satisfy the terms of the Offer with respect to the Letter of Transmittal, (ii) such agreements or arrangements are enforceable against the Purchaser by such Book-Entry Transfer Facility or participants therein and (iii) Mellon, as depositary, is authorized to enter into such agreements or arrangements on behalf of the Purchaser. Without limiting any other provision of this Agreement, Mellon is expressly authorized to enter into any such agreements or arrangements on behalf of the Purchaser and to make any necessary representations or warranties in connection thereunder, and any such agreement or arrangement shall be enforceable against the Purchaser.

Tender of Shares. Mellon, in its capacity as depositary, will receive tenders of sharesShares. Subject to the terms and conditions of this Agreement, Mellon is authorized to accept such tenders of shares Shares in accordance with the Offer, and to act in accordance with the following instructions: (a) Shares shall be considered validly tendered to Mellon only if tenders of shares Shares are made in accordance with the terms and conditions set forth in the Offer to Purchase, and: (i) Mellon receives prior to the Expiration Date (x) certificates for such Shares, (or a Confirmation (as defined in paragraph (b) below) relating to such Shares) and (y) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's Message (as defined in paragraph (b) below) relating thereto; or (ii) Mellon receives (x) a Notice of Guaranteed Delivery (as defined in paragraph (b) below) relating to such Shares from an Eligible Institution (as defined in paragraph (b) below) prior to the Expiration Date and (y) certificates for such Shares (or a Confirmation relating to such Shares) and either a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's Message relating thereto at or prior to 5:00 P.M., New York City time, on the third New York Stock Exchange, Inc. (the “NYSE”) trading day after the date of execution of such Notice of Guaranteed Delivery; and (iii) in the case of either clause (i) or (ii) above, if applicable, determination of all questions as to the validity, form eligibility (including timeliness of receipt) and acceptance of any Shares tendered or delivered shall be determined by Mellon on behalf of the Purchaser in the first instance, but the Purchaser retains full discretion to make a final determination of the adequacy of the items received, as provided in Section 8 hereof. (b) For the purpose of this Agreement: (i) a “Confirmation” shall be a confirmation of book-entry transfer of Shares into a Mellon account at The Depository Trust Company (the “Book-Entry Transfer Facility”) to be established and maintained by Mellon in accordance with Section 3 hereof; (ii) a “Notice of Guaranteed Delivery” shall be a notice of guaranteed delivery substantially in the form attached as Exhibit C hereto or a telegram, telex, facsimile transmission or letter substantially in such form, or if sent by a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of such Book-Entry Transfer Facility and Mellon substantially in such form; provided, however, that if such notice is sent by a Book-Entry Transfer Facility through electronic means, it must state that such Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf such notice is given that such participant has received and agrees to be bound by the form of such notice; (iii) an “Eligible Institution” shall be a member firm of a national securities exchange registered with the Securities and Exchange Commission or of the National Association of Securities Dealers, Inc.Financial Industry Regulatory Authority, or a commercial bank or trust company having an office or correspondent in the United States; and (iv) an “Agent's Message” shall be a message transmitted through electronic means by a Book-Entry Transfer Facility, in accordance with the normal procedures of such Book-Entry Transfer Facility and Mellon, to and received by Mellon and forming part of a Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that the Purchaser may enforce such agreement against such participant. The term Agent's Message shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at Mellon's office. (c) Purchaser acknowledges that, in connection with the Offer, Mellon may enter into agreements or arrangements with a Book-Entry Transfer Facility that, among other things, provide that (i) delivery of an Agent's Message will satisfy the terms of the Offer with respect to the Letter of Transmittal, (ii) such agreements or arrangements are enforceable against the Purchaser by such Book-Entry Transfer Facility or participants therein and (iii) Mellon, as depositary, is authorized to enter into such agreements or arrangements on behalf of the Purchaser. Without limiting any other provision of this Agreement, Mellon is expressly authorized to enter into any such agreements or arrangements on behalf of the Purchaser and to make any necessary representations or warranties in connection thereunder, and any such agreement or arrangement shall be enforceable against the Purchaser.

Tender of Shares. Mellon, (a) Tenders of Shares may be made only as set forth in its capacity as depositary, will receive tenders of shares. Subject to the terms and conditions of this Agreement, Mellon is authorized to accept such tenders of shares in accordance with the Offer, and to act in accordance with the following instructions: (a) Shares shall be considered validly tendered to Mellon the Depositary only if tenders of shares are made in accordance with the terms and conditions set forth in the Offer to Purchase, andif: (i) Mellon the Depositary receives prior to the Expiration Date (x) certificates for such Shares, Shares (or a Confirmation (as defined in paragraph (b) below) book-entry confirmation relating to such Shares) and (y) a properly completed and duly executed Letter of Transmittal Transmittal, together with any required signature guarantees (or facsimile thereof) or in the case of a book-entry transfer, an agent’s message (“Agent's Message (as defined in paragraph (b) below’s Message”) relating thereto) and any other documents required by the Letter of Transmittal; or (ii) Mellon the Depositary receives (x) a properly completed and duly executed notice of guaranteed delivery (“Notice of Guaranteed Delivery (as defined in paragraph (b) belowDelivery”) relating to such Shares from an Eligible Institution (as defined in paragraph (b) below) prior to the Expiration Date and (y) to further deliver to the Depositary certificates for such Shares (or a Confirmation book-entry confirmation relating to such Shares) and either a properly completed and duly executed Letter of Transmittal (or facsimile thereof) ), together with any required signature guarantees (or in the case of a book-entry transfer, an Agent's ’s Message relating thereto at or prior to 5:00 P.M.thereto) and any other documents required by the Letter of Transmittal, New York City time, on the third New York Stock Exchange, Inc. within two (the “NYSE”2) NASDAQ Global Market trading day days after the date of execution of such Notice of Guaranteed Delivery; and (iii) in the case of either clause (i) or (ii) above, if applicable, determination of all questions as to the validity, form eligibility (including timeliness of receipt) and acceptance of any Shares tendered or delivered shall be determined by Mellon on behalf of the Purchaser in the first instance, but the Purchaser retains full discretion to make a final determination of the adequacy of the items received, as provided in Section 8 4 hereof, has been made when necessary by the Purchaser. (b) For the purpose of this Agreement: (i) a “Confirmation” shall be a confirmation of book-entry transfer of Shares into a Mellon account at The Depository Trust Company (the “Book-Entry Transfer Facility”) to be established and maintained by Mellon in accordance with Section 3 hereof; (ii) a “Notice of Guaranteed Delivery” shall be a notice of guaranteed delivery substantially in the form attached as Exhibit C hereto or a telegram, telex, facsimile transmission or letter substantially in such form, or if sent by a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of such Book-Entry Transfer Facility and Mellon substantially in such form; provided, however, that if such notice is sent by a Book-Entry Transfer Facility through electronic means, it must state that such Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf such notice is given that such participant has received and agrees to be bound by the form of such notice; (iii) an “Eligible Institution” shall be a member firm of a national securities exchange registered with the Securities and Exchange Commission or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States; and (iv) an “Agent's Message” shall be a message transmitted through electronic means by a Book-Entry Transfer Facility, in accordance with the normal procedures of such Book-Entry Transfer Facility and Mellon, to and received by Mellon and forming part of a Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that the Purchaser may enforce such agreement against such participant. The term Agent's Message shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at Mellon's office. (c) Purchaser acknowledges that, that in connection with the Offer, Mellon the Depositary may enter into agreements or arrangements with a Bookbook-Entry Transfer Facility thatentry transfer facility which, among other things, provide that (i) delivery of an Agent's ’s Message will shall satisfy the terms of the Offer with respect to the Letter of Transmittal, (ii) such agreements or arrangements are enforceable against the Purchaser by such Bookbook-Entry Transfer Facility entry transfer facility or participants therein and (iii) Mellon, as depositary, the Depositary is authorized to enter into such agreements or arrangements on behalf of the Purchaser. Without limiting any other provision of this Agreement, Mellon the Depositary is expressly authorized to enter into any such agreements or arrangements on behalf of the Purchaser and to make any necessary representations or warranties in connection thereunder, and any such agreement or arrangement shall be enforceable against the Purchaser.

Tender of Shares. MellonAgent, in its capacity as depositary, will receive tenders of shares. Subject to the terms and conditions of this Agreement, Mellon Agent is authorized to accept such tenders of shares in accordance with the Offer, and to act in accordance with the following instructions: (a) 2.1 The Shares shall be considered validly tendered to Mellon Agent only if tenders of shares are made in accordance with the terms and conditions set forth in the Offer to Purchase, andif: (ia) Mellon Agent receives prior to the Expiration Date Date, (xi) certificates for such Shares, Shares (or a Confirmation (as defined in paragraph (b) below) relating to such Shares) and ), if applicable, (yii) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's ’s Message (as defined in paragraph (b) below) relating thereto, and (iii) if applicable, a final determination by the Purchaser of the adequacy of the items received, in accordance with Section 8 hereof; or (iib) Mellon Agent receives (xi) a Notice of Guaranteed Delivery (as defined in paragraph (bSection 2.2(b) below) relating to such Shares from an Eligible Institution (as defined in paragraph (b) below) prior to the Expiration Date and Date, (yii) certificates for such Shares (or a Confirmation relating to such Shares) ), if applicable, and either a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's ’s Message relating thereto at or thereto, prior to 5:00 P.M., New York City time, the end of the [third] trading day on the third New York Stock Exchange, Inc. (the “NYSE”) trading day Exchange after the date of execution of such Notice of Guaranteed Delivery; and Expiration Date, and (iii) in the case of either clause (i) or (ii) above, if applicable, determination of all questions as to the validity, form eligibility (including timeliness of receipt) and acceptance of any Shares tendered or delivered shall be determined by Mellon on behalf of the Purchaser in the first instance, but the Purchaser retains full discretion to make a final determination by the Purchaser of the adequacy of the items received, as provided in accordance with Section 8 hereof. (b) 2.2 For the purpose of this Agreement: (ia) a “Confirmation” shall be a confirmation of book-entry transfer of Shares into a Mellon an Agent account at The Depository Trust Company (the “Book-Entry Transfer Facility”) to be established and maintained by Mellon Agent in accordance with Section 3 hereof; (ii) a “Notice of Guaranteed Delivery” shall be a notice of guaranteed delivery substantially in the form attached as Exhibit C hereto or a telegram, telex, facsimile transmission or letter substantially in such form, or if sent by a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of such Book-Entry Transfer Facility and Mellon substantially in such form; provided, however, that if such notice is sent by a Book-Entry Transfer Facility through electronic means, it must state that such Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf such notice is given that such participant has received and agrees to be bound by the form of such notice; (iii) an “Eligible Institution” shall be a member firm of a national securities exchange registered with the Securities and Exchange Commission or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States; and (iv) an “Agent's Message” shall be a message transmitted through electronic means by a Book-Entry Transfer Facility, in accordance with the normal procedures of such Book-Entry Transfer Facility and Mellon, to and received by Mellon and forming part of a Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that the Purchaser may enforce such agreement against such participant. The term Agent's Message shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at Mellon's office. (c) Purchaser acknowledges that, in connection with the Offer, Mellon may enter into agreements or arrangements with a Book-Entry Transfer Facility that, among other things, provide that (i) delivery of an Agent's Message will satisfy the terms of the Offer with respect to the Letter of Transmittal, (ii) such agreements or arrangements are enforceable against the Purchaser by such Book-Entry Transfer Facility or participants therein and (iii) Mellon, as depositary, is authorized to enter into such agreements or arrangements on behalf of the Purchaser. Without limiting any other provision of this Agreement, Mellon is expressly authorized to enter into any such agreements or arrangements on behalf of the Purchaser and to make any necessary representations or warranties in connection thereunder, and any such agreement or arrangement shall be enforceable against the Purchaser.

Tender of Shares. Mellon(a) Each Major Stockholder hereby agrees, pursuant to the terms and subject to the conditions set forth herein, to tender (or cause the record owner of such Shares to validly tender) for payment in the Offer (which must be made pursuant to the terms and subject to the conditions set forth in the Merger Agreement) all Shares currently owned by such Major Stockholder as set forth on Schedule I hereto and any additional Shares acquired by such Major Stockholder (whether by purchase or otherwise) after the date of this Agreement (such "MAJOR STOCKHOLDER'S SHARES" and, collectively, the "MAJOR STOCKHOLDERS SHARES"); PROVIDED, HOWEVER, that notwithstanding the foregoing, Cinergy shall tender 50% of its capacity Shares as depositaryset forth on Schedule I hereto. Parent and Purchaser acknowledge that the Major Stockholder's obligations to sell such Shares to Purchaser is conditioned on Purchaser's acceptance and payment for Shares of Company Common Stock in the Offer. (b) Not later than two (2) days prior to the initial Expiration Date of the Offer (and within five business days of any acquisition by each Major Stockholder of any additional Shares), will receive tenders each Major Stockholder shall, as appropriate, deliver to the exchange agent (the "EXCHANGE AGENT") designated in the Offer (i) a letter of shares. Subject transmittal with respect to such Major Stockholder's Shares complying with the terms of the Offer together with instructions directing the Exchange Agent to make payment for such Shares directly to the Major Stockholder, (ii) a certificate or certificates representing such Major Stockholder's Shares and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer (such documents in clauses (i) through (iii) collectively being hereinafter referred to as the "TENDER DOCUMENTS"), and/or (iv) instruct its broker or such other person who is the holder of record of any Shares Beneficially Owned (as defined below) by such Major Stockholder to tender such Shares for exchange in the Offer pursuant to the terms and conditions of this Agreement, Mellon is authorized to accept such tenders of shares in accordance with the Offer, and to act in accordance with the following instructions: (a) Shares shall be considered validly tendered to Mellon only if tenders of shares are made in accordance with the terms and conditions set forth in the Offer to Purchase, and: (i) Mellon receives prior to the Expiration Date (x) certificates for such Shares, (or a Confirmation (as defined in paragraph (b) below) relating to such Shares) and (y) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's Message (as defined in paragraph (b) below) relating thereto; or (ii) Mellon receives (x) a Notice of Guaranteed Delivery (as defined in paragraph (b) below) relating to such Shares from an Eligible Institution (as defined in paragraph (b) below) prior to the Expiration Date and (y) certificates for such Shares (or a Confirmation relating to such Shares) and either a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's Message relating thereto at or prior to 5:00 P.M., New York City time, on the third New York Stock Exchange, Inc. (the “NYSE”) trading day after the date of execution of such Notice of Guaranteed Delivery; and (iii) in the case of either clause (i) or (ii) above, if applicable, determination of all questions as to the validity, form eligibility (including timeliness of receipt) and acceptance of any Shares tendered or delivered shall be determined by Mellon on behalf of the Purchaser in the first instance, but the Purchaser retains full discretion to make a final determination of the adequacy of the items received, as provided in Section 8 hereof. (b) For the purpose of this Agreement: (i) a “Confirmation” shall be a confirmation of book-entry transfer of Shares into a Mellon account at The Depository Trust Company (the “Book-Entry Transfer Facility”) to be established and maintained by Mellon in accordance with Section 3 hereof; (ii) a “Notice of Guaranteed Delivery” shall be a notice of guaranteed delivery substantially in the form attached as Exhibit C hereto or a telegram, telex, facsimile transmission or letter substantially in such form, or if sent by a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of such Book-Entry Transfer Facility and Mellon substantially in such form; provided, however, that if such notice is sent by a Book-Entry Transfer Facility through electronic means, it must state that such Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf such notice is given that such participant has received and agrees to be bound by the form of such notice; (iii) an “Eligible Institution” shall be a member firm of a national securities exchange registered with the Securities and Exchange Commission or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States; and (iv) an “Agent's Message” shall be a message transmitted through electronic means by a Book-Entry Transfer Facility, in accordance with the normal procedures of such Book-Entry Transfer Facility and Mellon, to and received by Mellon and forming part of a Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that the Purchaser may enforce such agreement against such participant. The term Agent's Message shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at Mellon's office. (c) Purchaser acknowledges thatDuring the Term, no Major Stockholder shall withdraw any tender effected in connection accordance with the Offer, Mellon may enter into agreements or arrangements with a Book-Entry Transfer Facility that, among other things, provide that (i) delivery of an Agent's Message will satisfy the terms of the Offer with respect to the Letter of Transmittal, (ii) such agreements or arrangements are enforceable against the Purchaser by such Book-Entry Transfer Facility or participants therein and (iii) Mellon, as depositary, is authorized to enter into such agreements or arrangements on behalf of the Purchaser. Without limiting any other provision of this Agreement, Mellon is expressly authorized to enter into any such agreements or arrangements on behalf of the Purchaser and to make any necessary representations or warranties in connection thereunder, and any such agreement or arrangement shall be enforceable against the PurchaserSection 2.1(b).

Tender of Shares. MellonAgent, in its capacity as depositary, will receive tenders of shares. Subject to the terms and conditions of this Agreement, Mellon Agent is authorized to accept such tenders of shares in accordance with the Offer, and to act in accordance with the following instructions: (a) 2.1 Shares shall be considered validly tendered to Mellon Agent only if tenders of shares are made in accordance with the terms and conditions set forth in the Offer to Purchase, andif: (ia) Mellon Agent receives prior to the Expiration Date Date, (xi) certificates for such Shares, Shares (or a Confirmation (as defined in paragraph (b2.2(b) below) relating to such Shares) and ), if applicable, (yii) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's ’s Message (as defined in paragraph (b2.2(b) below) relating thereto, and (iii) if applicable, a final determination by Purchaser of the adequacy of the items received, in accordance with Section 8 hereof; or (iib) Mellon Agent receives (xi) a Notice of Guaranteed Delivery (as defined in paragraph (bSection 2.2(b) below) relating to such Shares from an Eligible Institution (as defined in paragraph (b) below) prior to the Expiration Date and Date, (yii) certificates for such Shares (or a Confirmation relating to such Shares) ), if applicable, and either a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's ’s Message relating thereto at or thereto, prior to 5:00 P.M., New York City time, on the end of the third New York Stock Exchange, Inc. (the “NYSE”) trading day after the date of execution of such Notice of Guaranteed Delivery; and Expiration Date, and (iii) in the case of either clause (i) or (ii) above, if applicable, determination of all questions as to the validity, form eligibility (including timeliness of receipt) and acceptance of any Shares tendered or delivered shall be determined by Mellon on behalf of the Purchaser in the first instance, but the Purchaser retains full discretion to make a final determination by Purchaser of the adequacy of the items received, as provided in accordance with Section 8 hereof. (b) 2.2 For the purpose of this Agreement: (ia) a “Confirmation” shall be a confirmation of book-entry transfer of Shares into a Mellon an Agent account at The Depository Trust Company (the “Book-Entry Transfer Facility”) to be established and maintained by Mellon Agent in accordance with Section 3 hereof; (iib) a “Notice of Guaranteed Delivery” shall be a notice of guaranteed delivery substantially in the form attached as Exhibit C agreed upon by the parties hereto or a telegramor, telex, facsimile transmission or letter substantially in such form, or if sent by a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of such Book-Entry Transfer Facility and Mellon substantially in such formAgent; provided, however, that if such notice is sent by a Book-Entry Transfer Facility through electronic means, it must state that such Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf such notice is given that such participant has received and agrees to be bound by the form of such notice; ; and (iii) an “Eligible Institution” shall be a member firm of a national securities exchange registered with the Securities and Exchange Commission or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States; and (iv) an “Agent's ’s Message” shall be a message transmitted through electronic means by a Book-Entry Transfer Facility, in accordance with the normal procedures of such Book-Entry Transfer Facility and MellonAgent, to and received by Mellon Agent and forming part of a Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that the Purchaser may enforce such agreement against such participant. The term Agent's ’s Message shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at Mellon's Agent’s office. (c) Purchaser acknowledges that, that in connection with the Offer, Mellon Agent may enter into agreements or arrangements with a Book-Entry Transfer Facility thatwhich, among other things, provide that (i) delivery of an Agent's ’s Message will satisfy the terms of the Offer with respect to the Letter of Transmittal, (ii) such agreements or arrangements are enforceable against the Purchaser by such Book-Entry Transfer Facility or participants therein and (iii) MellonAgent, as depositary, is authorized to enter into such agreements or arrangements on behalf of the Purchaser. Without limiting any other provision of this Agreement, Mellon Agent is expressly authorized to enter into any such agreements or arrangements on behalf of the Purchaser and to make any necessary representations or warranties in connection thereunder, and any such agreement or arrangement shall be enforceable against the Purchaser.

Tender of Shares. Mellon, in its capacity as depositary, will receive tenders of shares. Subject to the terms and conditions of this Agreement, Mellon is authorized to accept such tenders of shares in accordance with the Offer, and to act in accordance with the following instructions: (a) Tenders of Shares shall may be considered validly tendered to Mellon made only if tenders of shares are made in accordance with the terms and conditions as set forth in the Offer to Purchase, and: and Shares shall be considered validly tendered to the Depositary only if: (i) Mellon the Depositary receives prior to the Expiration Date (x) certificates for such Shares, Shares (or a Confirmation (as defined in paragraph (b) below) book-entry confirmation relating to such Shares) and (y) a properly completed and duly executed Letter of Transmittal Transmittal, together with any required signature guarantees (or facsimile thereof) or in the case of a book-entry transfer, an agent’s message (“Agent's Message (as defined in paragraph (b) below’s Message”) relating thereto) and any other documents required by the Letter of Transmittal; or or (ii) Mellon the Depositary receives (x) a properly completed and duly executed notice of guaranteed delivery (“Notice of Guaranteed Delivery (as defined in paragraph (b) belowDelivery”) relating to such Shares from an Eligible Institution (as defined in paragraph (b) below) prior to the Expiration Date and (y) to further deliver to the Depositary certificates for such Shares (or a Confirmation book-entry confirmation relating to such Shares) and either a properly completed and duly executed Letter of Transmittal (or facsimile thereof) ), together with any required signature guarantees (or in the case of a book-entry transfer, an Agent's ’s Message relating thereto at or prior to 5:00 P.M.thereto) and any other documents required by the Letter of Transmittal, New York City time, on the third within two (2) New York Stock Exchange, Inc. (the “NYSE”) Exchange trading day days after the date of execution of such Notice of Guaranteed Delivery; and and (iii) in the case of either clause (i) or (ii) above, if applicable, determination of all questions as to the validity, form eligibility (including timeliness of receipt) and acceptance of any Shares tendered or delivered shall be determined by Mellon on behalf of the Purchaser in the first instance, but the Purchaser retains full discretion to make a final determination of the adequacy of the items received, as provided in Section 8 4 hereof, has been made when necessary by the Fund. (b) For the purpose of this Agreement: (i) a “Confirmation” shall be a confirmation of book-entry transfer of Shares into a Mellon account at The Depository Trust Company (the “Book-Entry Transfer Facility”) to be established and maintained by Mellon in accordance with Section 3 hereof; (ii) a “Notice of Guaranteed Delivery” shall be a notice of guaranteed delivery substantially in the form attached as Exhibit C hereto or a telegram, telex, facsimile transmission or letter substantially in such form, or if sent by a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of such Book-Entry Transfer Facility and Mellon substantially in such form; provided, however, Fund acknowledges that if such notice is sent by a Book-Entry Transfer Facility through electronic means, it must state that such Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf such notice is given that such participant has received and agrees to be bound by the form of such notice; (iii) an “Eligible Institution” shall be a member firm of a national securities exchange registered with the Securities and Exchange Commission or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States; and (iv) an “Agent's Message” shall be a message transmitted through electronic means by a Book-Entry Transfer Facility, in accordance with the normal procedures of such Book-Entry Transfer Facility and Mellon, to and received by Mellon and forming part of a Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that the Purchaser may enforce such agreement against such participant. The term Agent's Message shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at Mellon's office. (c) Purchaser acknowledges that, in connection with the Offer, Mellon the Depositary may enter into agreements or arrangements with a Bookbook-Entry Transfer Facility thatentry transfer facility which, among other things, provide that (i) delivery of an Agent's ’s Message will shall satisfy the terms of the Offer with respect to the Letter of Transmittal, (ii) such agreements or arrangements are enforceable against the Purchaser Fund by such Bookbook-Entry Transfer Facility entry transfer facility or participants therein and (iii) Mellon, as depositary, the Depositary is authorized to enter into such agreements or arrangements on behalf of the PurchaserFund. Without limiting any other provision of this Agreement, Mellon the Depositary is expressly authorized to enter into any such agreements or arrangements on behalf of the Purchaser Fund and to make any necessary representations or warranties in connection thereunder, and any such agreement or arrangement shall be enforceable against the PurchaserFund.

Tender of Shares. MellonAgent, in its capacity as depositary, will receive tenders of sharesShares. Subject to the terms and conditions of this Agreement, Mellon Agent is authorized to accept such tenders of shares Shares in accordance with the Offer, and to act in accordance with the following instructions: (a) 2.1 Shares shall be considered validly tendered to Mellon Agent only if tenders of shares are made in accordance with the terms and conditions set forth in the Offer to Purchase, andif: (ia) Mellon Agent receives prior to the Expiration Date Date (xi) certificates for such Shares, Shares (or a Confirmation (as defined in paragraph (b2.2) below) relating to such Shares) and ), if applicable, (yii) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's ’s Message (as defined in paragraph (b) 2.2 below) relating thereto, and (iii) if applicable, a final determination by Purchaser of the adequacy of the items received, in accordance with Section 7 hereof; or (iib) Mellon receives Agent receives (xi) a Notice of Guaranteed Delivery (as defined in paragraph (b) 2.2 below) relating to such Shares from an Eligible Institution (as defined in paragraph (b) below) prior to the Expiration Date and Date, (yii) certificates for such Shares (or a Confirmation relating to such Shares) ), if applicable, and either a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's ’s Message relating thereto at or thereto, prior to 5:00 P.M., the end of the second New York City time, on the third New York Stock Exchange, Inc. (the “NYSE”) trading day after the date receipt by the Agent of execution of such the Notice of Guaranteed Delivery; , and (iii) in the case of either clause (i) or (ii) above, if applicable, determination of all questions as to the validity, form eligibility (including timeliness of receipt) and acceptance of any Shares tendered or delivered shall be determined by Mellon on behalf of the Purchaser in the first instance, but the Purchaser retains full discretion to make a final determination by Purchaser of the adequacy of the items received, as provided in accordance with Section 8 7 hereof. (b) 2.2 For the purpose of this Agreement: (ia) a “Confirmation” shall be a confirmation of book-entry transfer of Shares into a Mellon an Agent account at The Depository Trust Company (the “Book-Entry Transfer Facility”) to be established and maintained by Mellon Agent in accordance with Section 3 hereof; (iib) a “Notice of Guaranteed Delivery” shall be a notice of guaranteed delivery substantially in the form attached as Exhibit C agreed upon by the parties hereto or a telegramor, telex, facsimile transmission or letter substantially in such form, or if sent by a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of such Book-Entry Transfer Facility and Mellon substantially in such formAgent; provided, however, that if such notice is sent by a Book-Entry Transfer Facility through electronic means, it must state that such Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf such notice is given that such participant has received and agrees to be bound by the form of such notice; (iii) an “Eligible Institution” shall be a member firm of a national securities exchange registered with the Securities and Exchange Commission or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States; and (iv) an “Agent's Message” shall be a message transmitted through electronic means by a Book-Entry Transfer Facility, in accordance with the normal procedures of such Book-Entry Transfer Facility and Mellon, to and received by Mellon and forming part of a Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that the Purchaser may enforce such agreement against such participant. The term Agent's Message shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at Mellon's office. (c) Purchaser acknowledges that, in connection with the Offer, Mellon may enter into agreements or arrangements with a Book-Entry Transfer Facility that, among other things, provide that (i) delivery of an Agent's Message will satisfy the terms of the Offer with respect to the Letter of Transmittal, (ii) such agreements or arrangements are enforceable against the Purchaser by such Book-Entry Transfer Facility or participants therein and (iii) Mellon, as depositary, is authorized to enter into such agreements or arrangements on behalf of the Purchaser. Without limiting any other provision of this Agreement, Mellon is expressly authorized to enter into any such agreements or arrangements on behalf of the Purchaser and to make any necessary representations or warranties in connection thereunder, and any such agreement or arrangement shall be enforceable against the Purchaser.

Tender of Shares. MellonAgent, in its capacity as depositary, will receive tenders of shares. Subject to the terms and conditions of this Agreement, Mellon Agent is authorized to accept such tenders of shares in accordance with the Offer, and to act in accordance with the following instructions: (a) 2.1 Shares shall be considered validly tendered to Mellon Agent only if tenders of shares are made in accordance with the terms and conditions set forth in the Offer to Purchase, andif: (ia) Mellon Agent receives prior to the Expiration Date Date, (xi) certificates for such Shares, Shares (or a Confirmation (as defined in paragraph Section 2.2 (ba) below) relating to such Shares) and ), if applicable, (yii) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's ’s Message (as defined in paragraph (b) below) relating thereto, and (iii) if applicable, a final determination by the Purchaser of the adequacy of the items received, in accordance with Section 6 hereof; or or (iib) Mellon Agent receives (xi) a Notice of Guaranteed Delivery (as defined in paragraph (bSection 2.2(b) below) relating to such Shares from an Eligible Institution (as defined in paragraph (b) below) prior to the Expiration Date and Date, (yii) certificates for such Shares (or a Confirmation relating to such Shares) ), if applicable, and either a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an Agent's ’s Message relating thereto at or thereto, prior to 5:00 P.M., New York City time, the end of the [third] trading day on the third New York Stock Exchange, Inc. (the “NYSE”) trading day Exchange after the date of execution of such Notice of Guaranteed Delivery; and Expiration Date, and (iii) in the case of either clause (i) or (ii) above, if applicable, determination of all questions as to the validity, form eligibility (including timeliness of receipt) and acceptance of any Shares tendered or delivered shall be determined by Mellon on behalf of the Purchaser in the first instance, but the Purchaser retains full discretion to make a final determination by the Purchaser of the adequacy of the items received, as provided in accordance with Section 8 6 hereof. (b) 2.2 For the purpose of this Agreement: (ia) a “Confirmation” shall be a confirmation of book-entry transfer of Shares into a Mellon an Agent account at The Depository Trust Company (the “Book-Entry Transfer Facility”) to be established and maintained by Mellon Agent in accordance with Section 3 hereof; (ii) a “Notice of Guaranteed Delivery” shall be a notice of guaranteed delivery substantially in the form attached as Exhibit C hereto or a telegram, telex, facsimile transmission or letter substantially in such form, or if sent by a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of such Book-Entry Transfer Facility and Mellon substantially in such form; provided, however, that if such notice is sent by a Book-Entry Transfer Facility through electronic means, it must state that such Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf such notice is given that such participant has received and agrees to be bound by the form of such notice; (iii) an “Eligible Institution” shall be a member firm of a national securities exchange registered with the Securities and Exchange Commission or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States; and (iv) an “Agent's Message” shall be a message transmitted through electronic means by a Book-Entry Transfer Facility, in accordance with the normal procedures of such Book-Entry Transfer Facility and Mellon, to and received by Mellon and forming part of a Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that the Purchaser may enforce such agreement against such participant. The term Agent's Message shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at Mellon's office. (c) Purchaser acknowledges that, in connection with the Offer, Mellon may enter into agreements or arrangements with a Book-Entry Transfer Facility that, among other things, provide that (i) delivery of an Agent's Message will satisfy the terms of the Offer with respect to the Letter of Transmittal, (ii) such agreements or arrangements are enforceable against the Purchaser by such Book-Entry Transfer Facility or participants therein and (iii) Mellon, as depositary, is authorized to enter into such agreements or arrangements on behalf of the Purchaser. Without limiting any other provision of this Agreement, Mellon is expressly authorized to enter into any such agreements or arrangements on behalf of the Purchaser and to make any necessary representations or warranties in connection thereunder, and any such agreement or arrangement shall be enforceable against the Purchaser.

Tender of Shares. Mellon, in its capacity as depositary, will receive tenders of shares. Subject to the terms and conditions of this Agreement, Mellon is authorized to accept such tenders of shares in accordance with the Offer, and to act in accordance with the following instructions: (a) Tenders of Shares shall may be considered validly tendered to Mellon made only if tenders of shares are made in accordance with the terms and conditions as set forth in the Offer to Purchase, andand Shares shall be considered validly tendered to the Depositary only if: (i) Mellon the Depositary receives prior to the Expiration Date (x) certificates for such Shares, Shares (or a Confirmation (as defined in paragraph (b) below) book-entry confirmation relating to such Shares) and (y) a properly completed and duly executed Letter of Transmittal Transmittal, together with any required signature guarantees (or facsimile thereof) or in the case of a book-entry transfer, an agent’s message (“Agent's Message (as defined in paragraph (b) below’s Message”) relating thereto) and any other documents required by the Letter of Transmittal; or (ii) Mellon the Depositary receives (x) a properly completed and duly executed notice of guaranteed delivery (“Notice of Guaranteed Delivery (as defined in paragraph (b) belowDelivery”) relating to such Shares from an Eligible Institution (as defined in paragraph (b) below) prior to the Expiration Date and (y) to further deliver to the Depositary certificates for such Shares (or a Confirmation book-entry confirmation relating to such Shares) and either a properly completed and duly executed Letter of Transmittal (or facsimile thereof) ), together with any required signature guarantees (or in the case of a book-entry transfer, an Agent's ’s Message relating thereto at or prior to 5:00 P.M.thereto) and any other documents required by the Letter of Transmittal, New York City time, within two (2) [insert exchange on the third New York Stock Exchange, Inc. (the “NYSE”) which Shares are listed] trading day days after the date of execution of such Notice of Guaranteed Delivery; and (iii) in the case of either clause (i) or (ii) above, if applicable, determination of all questions as to the validity, form eligibility (including timeliness of receipt) and acceptance of any Shares tendered or delivered shall be determined by Mellon on behalf of the Purchaser in the first instance, but the Purchaser retains full discretion to make a final determination of the adequacy of the items received, as provided in Section 8 4 hereof, has been made when necessary by the Issuer. (b) For the purpose of this Agreement: (i) a “Confirmation” shall be a confirmation of book-entry transfer of Shares into a Mellon account at The Depository Trust Company (the “Book-Entry Transfer Facility”) to be established and maintained by Mellon in accordance with Section 3 hereof; (ii) a “Notice of Guaranteed Delivery” shall be a notice of guaranteed delivery substantially in the form attached as Exhibit C hereto or a telegram, telex, facsimile transmission or letter substantially in such form, or if sent by a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of such Book-Entry Transfer Facility and Mellon substantially in such form; provided, however, Issuer acknowledges that if such notice is sent by a Book-Entry Transfer Facility through electronic means, it must state that such Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf such notice is given that such participant has received and agrees to be bound by the form of such notice; (iii) an “Eligible Institution” shall be a member firm of a national securities exchange registered with the Securities and Exchange Commission or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States; and (iv) an “Agent's Message” shall be a message transmitted through electronic means by a Book-Entry Transfer Facility, in accordance with the normal procedures of such Book-Entry Transfer Facility and Mellon, to and received by Mellon and forming part of a Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that the Purchaser may enforce such agreement against such participant. The term Agent's Message shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at Mellon's office. (c) Purchaser acknowledges that, in connection with the Offer, Mellon the Depositary may enter into agreements or arrangements with a Bookbook-Entry Transfer Facility thatentry transfer facility which, among other things, provide that (i) delivery of an Agent's ’s Message will shall satisfy the terms of the Offer with respect to the Letter of Transmittal, (ii) such agreements or arrangements are enforceable against the Purchaser Issuer by such Bookbook-Entry Transfer Facility entry transfer facility or participants therein and (iii) Mellon, as depositary, the Depositary is authorized to enter into such agreements or arrangements on behalf of the PurchaserIssuer. Without limiting any other provision of this Agreement, Mellon the Depositary is expressly authorized to enter into any such agreements or arrangements on behalf of the Purchaser Issuer and to make any necessary representations or warranties in connection thereunder, and any such agreement or arrangement shall be enforceable against the PurchaserIssuer.