Common use of Facility Clause in Contracts

Facility. AIG is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Affiliates from time to time, the purchase of Notes pursuant to this Agreement. The willingness of AIG to consider such purchase of Notes is herein called the “Facility”. At any time the aggregate principal amount of Notes in Section 1, minus the aggregate principal amount of Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG TO CONSIDER PURCHASES OF NOTES BY AIG AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG NOR ANY AIG AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG OR ANY AIG AFFILIATE.

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Shelf Notes is herein called the “Facility”"FACILITY". At any time time, the aggregate principal amount of Shelf Notes stated in Section 1paragraph 1A, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” "AVAILABLE FACILITY AMOUNT" at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF NOTES BY AIG AFFILIATESSHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE. NOTWITHSTANDING THE WILLINGNESS OF THE COMPANY TO CONSIDER SALES OF SHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT THE COMPANY SHALL NOT BE OBLIGATED TO MAKE OFFERS TO SELL SHELF NOTES, OR TO REQUEST RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC SALES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY THE COMPANY.

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential Affiliates from time to time, the purchase by Prudential Affiliates of Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Notes is herein called the “‘Facility”’. At any time time, the aggregate principal amount of Notes stated in Section 1paragraph 1(b), minus the aggregate principal amount of Notes (not including the Series A Notes and the Series B Notes referred to in paragraph 1(a)) purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, time is herein called the “‘Available Facility Amount” ’ at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF NOTES BY AIG PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT THAT, EXCEPT AS PROVIDED IN PARAGRAPH 2H, NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE.” (c) Paragraph 2B (Issuance Period). Paragraph 2B of the Agreement is amended by replacing “September 15, 2009” therein with “September 15, 2012”. (d) Paragraph 2I(2) (Issuance Fee). Paragraph 2I(2) of the Agreement is amended by deleting such paragraph in its entirety and replacing it with the following:

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time time, the aggregate principal amount of Shelf Notes stated in Section 11.2, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Shelf Notes and Accepted Notes shall be calculated in Dollars; Dollars with respect to the aggregate amount of any Shelf Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, Dollars being converted to Dollars at the rate of exchange used by Prudential to calculate the Dollar equivalent (the “U.S. Dollar Equivalent”) at the time of the applicable Acceptance under Section 2.2(e); the U.S. Dollar Equivalent of Notes or Accepted Notes shall be used for set forth in the Confirmation of Acceptance relating to such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time)Accepted Notes. NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF NOTES BY AIG AFFILIATESSHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE.

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential and Prudential Affiliates from time to time, the purchase of Shelf Notes (denominated in Available Currencies) pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Shelf Notes is herein called the “"Facility”". At any time time, the aggregate principal amount of Shelf Notes stated in Section 1paragraph 1B, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “"Available Facility Amount” " at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Shelf Notes and Accepted Notes shall be calculated in Dollars; Dollars with respect to the aggregate amount of any Shelf Notes or Accepted Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, Dollars being converted to Dollars at the rate of exchange used by Prudential to calculate the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For equivalent at the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration time of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any timeapplicable Acceptance under paragraph 2B(5). NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF NOTES BY AIG AFFILIATESSHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE.

Facility. AIG PIM is willing to consider, in its sole discretion and within the limits which that may be authorized for purchase by AIG PIM and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG PIM to consider such purchase of Shelf Notes is herein called the “Facility”. .” At any time time, (i) the aggregate principal amount of Shelf Notes stated in Section 11B, minus (ii) the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus (iii) the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, plus (iv) the aggregate principal amount of Accepted Notes the issuance of which is cancelled in accordance herewith, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Shelf Notes and Accepted Notes shall be calculated in Dollars; Dollars with respect to the aggregate amount of any Shelf Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, Dollars being converted to Dollars at the rate of exchange used by PIM to calculate the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For equivalent at the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration time of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any timeapplicable Acceptance under Section 2B(5). NOTWITHSTANDING THE WILLINGNESS OF AIG PIM TO CONSIDER PURCHASES OF NOTES BY AIG AFFILIATESSHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PIM NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PIM OR ANY AIG PRUDENTIAL AFFILIATE.

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time time, the aggregate principal amount of Shelf Notes stated in Section 13.1 (including the equivalent in Applicable Currencies), minus the aggregate principal amount of Notes purchased and sold pursuant to this Agreement (including, without limitation, the Series A Notes, the Series B Notes and the Series C Notes) prior to such time and outstanding at such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any Series A Notes, Series B Notes, Series C Notes or other outstanding Series of Shelf Notes which are is repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall Period. For purposes of determining the Available Facility Amount exceed $250,000,000 from time to time under this Agreement, all aggregate principal amounts of Shelf Notes and Accepted Notes shall be calculated in Dollars; with the aggregate amount of any Shelf Notes denominated or Accepted Notes to be denominated in any Applicable Currency other than Dollars being converted to Dollars at any timethe rate of exchange used by Prudential to calculate the Dollar equivalent at the time of the applicable Acceptance under Section 3.2(e). NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY AIG PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE.

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time time, $115,000,000 minus the sum of the aggregate principal amount of Notes in Section 1, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus and the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder (but the sale and purchase of which have not been cancelled hereunder) prior to such time, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Shelf Notes and Accepted Notes shall be calculated in Dollars; Dollars with respect to the aggregate amount of any Shelf Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, Dollars being converted to Dollars at the rate of exchange used by Prudential to calculate the Dollar equivalent (the “U.S. Dollar Equivalent”) at the time of the applicable Acceptance under paragraph 2B(5); the U.S. Dollar Equivalent of Notes or Accepted Notes shall be used for set forth in the Confirmation of Acceptance relating to such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time)Accepted Notes. NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF NOTES BY AIG AFFILIATESSHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG AFFILIATEPRUDENTIAL AFFILIATE OR A COMMITMENT BY THE COMPANY TO ISSUE NOTES EXCEPT FOLLOWING ACCEPTANCE OF ANY SERIES OF SHELF NOTES PURSUANT TO PARAGRAPH 2B(5).

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Shelf Notes is herein called the “‘Facility”’. At any time time, subject to the limitations in Section 2.2(b), the ‘Available Facility Amount’ shall be (i) $300,000,000, minus (ii) the original principal amount of the Existing Notes, minus (iii) the original principal amount of the Series D Notes, minus (iv) the aggregate principal amount of Notes in Section 1, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus (v) the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called plus (vi) the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid retired prior to such time; provided, that at no time may the expiration aggregate principal amount of the Issuance Period (but in no event shall the Available Facility Amount Notes outstanding under this Agreement exceed $250,000,000 at any time)300,000,000. NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY AIG PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE.

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time the aggregate principal amount of Shelf Notes in Section 11.4, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to and outstanding at such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Shelf Notes and Accepted Notes shall be calculated in Dollars; with respect to any Shelf Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Shelf Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 500,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY AIG PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES PURCHASE OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE.”

Facility. AIG Subject to Section 2B(2), PIM is willing to consider, in its sole discretion and within the limits which that may be authorized for purchase by AIG PIM and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG PIM to consider such purchase of Shelf Notes is herein called the “Facility”. .” At any time time, (i) the aggregate principal amount of Shelf Notes stated in Section 11B, minus (ii) the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus (iii) the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG PIM TO CONSIDER PURCHASES OF NOTES BY AIG AFFILIATESSHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PIM NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PIM OR ANY AIG PRUDENTIAL AFFILIATE. FOR THE AVOIDANCE OF DOUBT, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT IT MAY BE TERMINATED BY THE COMPANY BY NOTICE IN WRITING TO PIM GIVEN AT ANY TIME WHEN NO NOTES ARE OUTSTANDING AND NO OTHER AMOUNTS (INCLUDING, WITHOUT LIMITATION, ANY DELAYED DELIVERY FEE OR CANCELLATION FEE) ARE OWING TO PIM OR ANY PRUDENTIAL AFFILIATE UNDER THIS AGREEMENT AND NO ACCEPTANCE WHICH HAS NOT BEEN CANCELLED IS IN EFFECT.

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which that may be authorized for purchase by AIG Prudential Affiliates from time to time, the purchase of Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Notes is herein called the “Facility”. At any time time, the aggregate principal amount of Notes stated in Section 11.1, minus the aggregate principal amount of Notes purchased and sold pursuant to this Agreement prior to such time and outstanding at such time, minus the aggregate principal amount of the 2015 Prudential Notes outstanding at such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defineddefined in Section 2.2(e)) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the The Available Facility Amount shall be increased from time to time by the principal amount of any 2015 Prudential Notes or other outstanding Series of Notes which are is repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Period. The Available Facility Amount exceed $250,000,000 at any time)as of the date of this Agreement will be U.S.$255,000,000. NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF NOTES BY AIG PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE.. WITH RESPECT TO THIS AGREEMENT, PRUDENTIAL IS ACTING SOLELY FOR THE PRUDENTIAL AFFILIATES AND IS NEITHER ACTING FOR THE COMPANY NOR SEEKING SUBSCRIBERS NOR PURCHASERS OF COMPANY SECURITIES ON BEHALF OF THE COMPANY. FOR THE AVOIDANCE OF DOUBT, PRUDENTIAL IS NOT PROVIDING PLACEMENT SERVICES TO THE COMPANY

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Shelf Notes is herein called the “Facility”"FACILITY". At any time time, the aggregate principal amount of Shelf Notes stated in Section 1paragraph 1B, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” "AVAILABLE FACILITY AMOUNT" at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF NOTES BY AIG AFFILIATESSHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE. The parties hereto agree that after giving effect to the purchase and sale of the Series A Notes and the Initial Shelf Notes, the Available Facility Amount as of the date hereof is $50,000,000.

Facility. AIG NYLIM is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG NYLIM Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG NYLIM to consider such purchase of Shelf Notes is herein called the “Facility”. At The “Available Facility Amount” means, at any time the aggregate principal time, an amount of Notes in Section 1equal to (i) $200,000,000, minus (ii) the aggregate principal amount of Notes purchased and sold pursuant to this Agreement prior to such time, minus (iii) the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called plus (iv) the “Available Facility Amount” at aggregate principal amount of Notes purchased, sold and repaid or prepaid pursuant to this Agreement prior to such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Shelf Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of such Shelf Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG NYLIM TO CONSIDER PURCHASES OF SHELF NOTES BY AIG NYLIM AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG NYLIM NOR ANY AIG NYLIM AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG NYLIM OR ANY AIG NYLIM AFFILIATE.

Facility. AIG MetLife is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Affiliates discretion, from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG MetLife to consider such purchase of Shelf Notes is herein called the “Facility”. At any time time, the aggregate principal amount of Shelf Notes stated in Section 11.4, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such timeafter the Restatement Date, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Shelf Notes and Accepted Notes shall be calculated in Dollars; with respect to any Shelf Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of such Shelf Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG METLIFE TO CONSIDER PURCHASES OF NOTES BY AIG AFFILIATESSHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG METLIFE NOR ANY AIG METLIFE AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG METLIFE OR ANY AIG METLIFE AFFILIATE.

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential Affiliates from time to time, the purchase of Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Notes is herein called the “Facility”. At any time the aggregate principal amount of Notes in Section 1time, $150,000,000, minus the aggregate principal amount of Notes (other than the Series A Notes) purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For avoidance of doubt, for the purposes of this Agreement, as of September 16, 2022 the preceding sentenceCompany’s 3.64% Senior Notes, all Series C, due September 19, 2034 (the “Series C Notes”) to be in the original aggregate principal amounts amount of Notes and Accepted Notes shall be calculated in Dollars; $50,000,000, with respect to any Notes denominated or which the Company accepted an interest rate quote on February 16, 2022, constitute Accepted Notes not yet purchased or sold hereunder. As of September 16, 2022 and after giving effect to be denominated in any Available Currency other than Dollars, the Dollar Equivalent issuance of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubtSeries C Notes, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed is $250,000,000 at any time)0. NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER THE POSSIBLE PURCHASES OF NOTES BY AIG PRUDENTIAL OR PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT (A) NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF NOTES, AND THE FACILITY THIS AGREEMENT SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE, AND (B) NONE OF THE COMPANY NOR ANY OF ITS AFFILIATES SHALL BE OBLIGATED TO OFFER TO SELL OR (EXCEPT PURSUANT TO AN ACCEPTANCE AS PROVIDED IN SECTION 2.1(f)) SELL NOTES OR TO MAKE ANY REQUESTS FOR PURCHASE, AND THIS AGREEMENT SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY THE COMPANY OR ANY OF ITS AFFILIATES TO DO SO.

Facility. AIG Subject to Section 2B(2), PGIM is willing to consider, in its sole discretion and within the limits which that may be authorized for purchase by AIG PGIM and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG PGIM to consider such purchase of Shelf Notes is herein called the “Facility”. .” At any time time, (i) $250,000,000, minus (ii) the aggregate principal amount of Notes in Section 1then outstanding, minus the aggregate principal amount of Notes purchased and sold pursuant to this Agreement prior to such time, minus (iii) the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG PGIM TO CONSIDER PURCHASES OF NOTES BY AIG AFFILIATESSHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PGIM NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PGIM OR ANY AIG PRUDENTIAL AFFILIATE. FOR THE AVOIDANCE OF DOUBT, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT IT MAY BE TERMINATED BY THE COMPANY BY NOTICE IN WRITING TO PGIM GIVEN AT ANY TIME WHEN NO NOTES ARE OUTSTANDING AND NO OTHER AMOUNTS (INCLUDING, WITHOUT LIMITATION, ANY DELAYED DELIVERY FEE OR CANCELLATION FEE) ARE OWING TO PGIM OR ANY PRUDENTIAL AFFILIATE UNDER THIS AGREEMENT AND NO ACCEPTANCE WHICH HAS NOT BEEN CANCELLED IS IN EFFECT.

Facility. AIG Facility. Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential and Prudential Affiliates from time to time, the purchase of New Shelf Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of New Shelf Notes, together with the willingness of Prudential to maintain the $30,000,000 aggregate principal amount of outstanding Original Shelf Notes (constituting an aggregate principal amount of $60,000,000) is herein called the “"Facility”". At any time time, the aggregate principal amount stated in the preceding sentence, minus the original principal amount of Original Shelf Notes stated in Section 1paragraph 1A, minus the aggregate principal amount of New Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Shelf Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “"Available Facility Amount” " at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF NOTES BY AIG AFFILIATESNEW SHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE NOTES, NEW SHELF NOTES OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF NEW SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE.

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Shelf Notes is herein called the “"Facility”". At any time time, the aggregate principal amount of Shelf Notes stated in Section 1paragraph 1B, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “"Available Facility Amount” " at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF NOTES BY AIG AFFILIATESSHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE. NOTWITHSTANDING THE WILLINGNESS OF THE COMPANY TO CONSIDER SALES OF SHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT THE COMPANY SHALL NOT BE OBLIGATED TO MAKE OFFERS TO SELL SHELF NOTES, OR TO REQUEST RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC SALES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY THE COMPANY.

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At The “Available Facility Amount” at any time shall mean (i) $400,000,000, less (ii) the aggregate principal amount of all Notes in Section 1, minus the aggregate principal amount of and Prudential K/M/O Notes purchased and sold pursuant to this Agreement prior to outstanding at such time, minus less (iii) the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes, Prudential K/M/O Notes and Accepted Notes shall be calculated in Dollars; Dollars with respect to the aggregate amount of any Notes denominated or Accepted Notes to be denominated in any Available Applicable Currency other than Dollars, Dollars being converted to Dollars at the rate of exchange used by Prudential to calculate the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For equivalent at the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration time of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any timeapplicable Acceptance under Section 2.3(f). NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY AIG PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE.

Facility. AIG Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth herein, Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential and Prudential Affiliates from time to time, the purchase of Private Shelf Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Private Shelf Notes is herein called the “FacilityFACILITY”. At any time the aggregate principal amount of Notes in Section 1time, $50,000,000, minus the aggregate principal amount of Private Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes “ACCEPTED NOTES” (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility AmountAVAILABLE FACILITY AMOUNT” at such time. For the purposes of the preceding sentence[NOTE: PURSUANT TO THE AMENDMENT DATED FEBRUARY 16, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars2010, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed THE PARTIES EXPRESSLY ACKNOWLEDGED AND AGREED THAT THE AVAILABLE FACILITY AMOUNT AS OF SUCH DATE WAS $250,000,000 at any time). 100,000,000.] NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF NOTES BY AIG AFFILIATESPRIVATE SHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE PRIVATE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF PRIVATE SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE.

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential Affiliates from time to time, the purchase of Private Shelf Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Private Shelf Notes is herein called the “Facility”. At any time time, the aggregate principal amount of Private Shelf Notes stated in Section 1paragraph 1B, minus the aggregate principal amount of Private Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, time is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all the aggregate principal amounts amount of Private Shelf Notes and Accepted Notes shall be calculated in Dollars; with respect to any Private Shelf Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of such Private Shelf Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF PRIVATE SHELF NOTES BY AIG PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE PRIVATE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF PRIVATE SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE.

Facility. AIG MetLife is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG MetLife Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG MetLife to consider such purchase of Shelf Notes is herein called the “Facility”. At any time the aggregate principal amount of Shelf Notes in Section 11.4, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to and outstanding at such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Shelf Notes and Accepted Notes shall be calculated in Dollars; with respect to any Shelf Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Shelf Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Shelf Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 100,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG METLIFE TO CONSIDER PURCHASES OF SHELF NOTES BY AIG METLIFE AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG METLIFE NOR ANY AIG METLIFE AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES PURCHASE OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG METLIFE OR ANY AIG METLIFE AFFILIATE.

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time the aggregate principal amount of Notes in Section 1time, $150,000,000, minus the aggregate outstanding principal amount of Series A Notes purchased and sold pursuant to this Agreement prior to such time and outstanding at such time, minus the aggregate outstanding principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time and outstanding at such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY AIG PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE. WITH RESPECT TO THIS AGREEMENT, PRUDENTIAL IS ACTING SOLELY FOR THE PRUDENTIAL AFFILIATES AND IS NEITHER ACTING FOR THE COMPANY NOR SEEKING SUBSCRIBERS NOR PURCHASERS OF COMPANY SECURITIES ON BEHALF OF THE COMPANY. FOR THE AVOIDANCE OF DOUBT, PRUDENTIAL IS NOT PROVIDING PLACEMENT SERVICES TO THE COMPANY.

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time time, the aggregate principal amount of Shelf Notes stated in Section 1paragraph 1C, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) (other than Accepted Notes the Closing for which have not yet has been purchased cancelled pursuant to paragraph 2B(8)(iv) and sold hereunder with respect to which the related Cancellation Fee has been paid) prior to such time, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than DollarsEuros, the Dollar Equivalent equivalent of such Notes or Accepted Notes at the time of the applicable Acceptance under paragraph 2B(5) shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY AIG PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE.

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Shelf Notes is herein called the “"Facility”". At any time time, subject to the limitations in Section 2.2(b), the "Available Facility Amount" shall be (i) $175,000,000, minus (ii) the original principal amount of the Existing Notes, minus (iii) the original principal amount of the Series D Notes, minus (iv) the original principal amount of the Other Company Notes, minus (v) the aggregate principal amount of Notes in Section 1, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus (vi) the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called plus (vii) the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Other Company Notes which are repaid on or prepaid after the date hereof and prior to such time, plus (viii) (to the expiration extent the Company authorizes additional Shelf Notes) the aggregate principal amount of Notes retired prior to such time; provided, that at no time may the Issuance Period (but in no event shall the Available Facility Amount aggregate principal amount of Notes outstanding under this Agreement exceed $250,000,000 at any time)175,000,000. NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY AIG PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE.

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time time, (i) $450,000,000, minus (ii) the aggregate principal amount of the Notes in Section 1then outstanding and all other notes issued and sold under any other agreement by Holdings, the Company or any Subsidiary and held by Prudential or any Prudential Affiliate which are then outstanding, minus the aggregate principal amount of Notes purchased and sold pursuant to this Agreement prior to such time, minus (iii) the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF NOTES BY AIG AFFILIATESSHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE. Notwithstanding anything to the contrary appearing herein, in no event shall any Note be purchased under the Facility by a Prudential Affiliate described in clause (i) of the definition thereof if, upon giving effect to such purchase and the use of proceeds thereof, the aggregate principal amount of all Notes and any other notes of the Company then outstanding and held by all Prudential Affiliates described in such clause, would exceed $325,000,000.

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential Affiliates from time to time, the purchase of Shelf Notes by Prudential Affiliates pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time (i) $200,000,000, minus (ii) the aggregate principal amount of the Series C Notes in Section 1purchased and sold pursuant to this Agreement, minus (iii) the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus (iv) the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, time is herein called the “Available Facility Amount” at such time. For ; provided that the purposes of the preceding sentence, all aggregate principal amounts amount of Floating Rate Shelf Notes and Accepted Notes outstanding at any time shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, not exceed $25,000,000 (the Dollar Equivalent lesser of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by or $25,000,000 being referred to herein as the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the “Floating Rate Available Facility Amount exceed $250,000,000 at any timeAmount”). NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY AIG PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE.

Facility. AIG PIM is willing to consider, in its sole discretion and within the limits which that may be authorized for purchase by AIG PIM and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG PIM to consider such purchase of Shelf Notes is herein called the “Facility”. .” At any time time, (i) the aggregate principal amount of Shelf Notes stated in Section 11C, minus (ii) the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus (iii) the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG PIM TO CONSIDER PURCHASES OF NOTES BY AIG AFFILIATESSHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PIM NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PIM OR ANY AIG PRUDENTIAL AFFILIATE. Notwithstanding anything to the contrary appearing herein, in no event shall any Note be purchased under the Facility by a Prudential Affiliate described in clause (i) of the definition thereof if, upon giving effect to such purchase and the use of proceeds thereof, the aggregate principal amount all Notes and any other notes of the Company then outstanding and held by all Prudential Affiliates described in such clause, would exceed $87,500,000.”

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Shelf Notes is herein called the “‘Facility”’. At any time time, subject to the limitations in Section 2.2(b), the ‘Available Facility Amount’ shall be (i) $200,000,000, minus (ii) the original principal amount of the Existing Notes, minus (iii) the original principal amount of the Series D Notes, minus (iv) the aggregate principal amount of Notes in Section 1, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus (v) the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called plus (vi) the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid retired prior to such time; provided, that at no time may the expiration aggregate principal amount of the Issuance Period (but in no event shall the Available Facility Amount Notes outstanding under this Agreement exceed $250,000,000 at any time)200,000,000. NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY AIG PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE.

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time time, the aggregate principal amount of Shelf Notes stated in Section 1, minus the aggregate then outstanding principal amount of the Existing Notes, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY AIG PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE. FOR THE AVOIDANCE OF DOUBT, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT IT MAY BE TERMINATED BY THE COMPANY, BY NOTICE IN WRITING TO PRUDENTIAL GIVEN AT ANY TIME WHEN NO NOTES ARE OUTSTANDING AND NO OTHER AMOUNTS (INCLUDING, WITHOUT LIMITATION, ANY DELAYED DELIVERY FEE OR CANCELLATION FEE) ARE OWING TO PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE UNDER THIS AGREEMENT AND NO ACCEPTANCE WHICH HAS NOT BEEN CANCELLED IS IN EFFECT.

Facility. AIG PIM is willing to consider, in its sole discretion and within the limits which that may be authorized for purchase by AIG PIM and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG PIM to consider such purchase of Shelf Notes is herein called the “Facility”. .” At any time time, (i) the aggregate principal amount of Shelf Notes stated in Section 1G, minus (ii) the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus (iii) the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior Notwithstanding anything to the expiration of the Issuance Period contrary appearing herein, (but a) in no event shall any Shelf Note be purchased under the Available Facility Amount if, upon giving effect to such purchase and the use of proceeds thereof, the aggregate principal amount of all Notes then outstanding would exceed $250,000,000 at 300,000,000, and (b) in no event shall any time)Shelf Note be purchased under the Facility by a Prudential Affiliate described in clause (i) of the definition thereof if, upon giving effect to such purchase and the use of proceeds thereof, the aggregate principal amount of all Notes and any other notes of the Company then outstanding and held by all Prudential Affiliates described in such clause, would exceed $250,000,000. NOTWITHSTANDING THE WILLINGNESS OF AIG PIM TO CONSIDER PURCHASES OF NOTES BY AIG AFFILIATESSHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PIM NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PIM OR ANY AIG PRUDENTIAL AFFILIATE.

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential Affiliates from time to time, the purchase of Shelf Notes by Prudential Affiliates pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time time, (i) $150,000,000, minus (ii) the aggregate outstanding principal amount of Notes in Section 1, minus (excluding the aggregate principal amount of Notes Series A Notes) purchased and sold pursuant to this Agreement prior to such time, minus (iii) the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY AIG PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE.” 2. From and after the Effective Date, paragraph 2B of the Shelf Agreement is hereby amended by deleting the reference to “February 24, 2017” therein and replacing it with a reference to “March 30, 2020”. 3. From and after the Effective Date, paragraph 2H(1) of the Shelf Agreement is hereby amended and restated in its entirety to read as follows: (1) [Reserved].” 4. From and after the Effective Date, paragraph 3B(8) of the Shelf Agreement is hereby amended and restated in its entirety to read as follows:

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time the aggregate principal amount of Notes in Section 1time, $70,000,000.00, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF NOTES BY AIG AFFILIATESSHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE. NOTWITHSTANDING THE WILLINGNESS OF THE COMPANY TO CONSIDER SALES OF SHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT THE COMPANY SHALL NOT BE OBLIGATED TO MAKE OFFERS TO SELL SHELF NOTES, OR TO REQUEST RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC SALES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY THE COMPANY.”

Facility. AIG Prudential is willing to consider, in its sole discretion and within the limits which may be authorized for purchase by AIG Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time time, $95,000,000150,000,000 (including the aggregate principal amount of Notes equivalent in Section 1Applicable Currencies), minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentencesentence and determining the Available Facility Amount from time to time under this Agreement, all aggregate principal amounts of Shelf Notes and Accepted Notes shall be calculated in Dollars; with respect to the aggregate amount of any Shelf Notes denominated or Accepted Notes to be denominated in any Available Applicable Currency other than Dollars, Dollars being converted to Dollars at the rate of exchange used by Prudential to calculate the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For equivalent at the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration time of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any timeapplicable Acceptance under Section 3.2(e). NOTWITHSTANDING THE WILLINGNESS OF AIG PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY AIG PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PRUDENTIAL NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PRUDENTIAL OR ANY AIG PRUDENTIAL AFFILIATE.

Facility. AIG PIM is willing to consider, in its sole discretion and within the limits which that may be authorized for purchase by AIG PIM and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of AIG PIM to consider such purchase of Shelf Notes is herein called the “Facility”. .” At any time time, (i) the aggregate principal amount of Shelf Notes stated in Section 11C, minus (ii) the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus (iii) the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For the purposes of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent of Notes or Accepted Notes shall be used for such calculation. For the avoidance of doubt, the Available Facility Amount shall be increased by the principal amount of any outstanding Notes which are repaid or prepaid prior to the expiration of the Issuance Period (but in no event shall the Available Facility Amount exceed $250,000,000 at any time). NOTWITHSTANDING THE WILLINGNESS OF AIG PIM TO CONSIDER PURCHASES OF NOTES BY AIG AFFILIATESSHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER AIG PIM NOR ANY AIG PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY AIG PIM OR ANY AIG PRUDENTIAL AFFILIATE. Notwithstanding anything to the contrary appearing herein, in no event shall any Note be purchased under the Facility by a Prudential Affiliate described in clause (i) of the definition thereof if, upon giving effect to such purchase and the use of proceeds thereof, the aggregate principal amount all Notes and any other notes of the Company then outstanding and held by all Prudential Affiliates described in such clause, would exceed $150,000,000.