Facility. [[Purchaser:Organization]] is willing to consider, in its sole discretion and within limits which may be authorized for purchase by [[Purchaser:Organization]] Parties from time to time, the purchase of Shelf [[holders of the Notes:Organization]] pursuant to this Agreement. The willingness of [[Purchaser:Organization]] to consider such purchase of Shelf [[holders of the Notes:Organization]] is herein called the “Facility.” At any time, subject to the additional limitations in Section 2(b), the aggregate principal amount of Shelf [[holders of the Notes:Organization]] stated in Section 1, minus the aggregate principal amount of Shelf [[holders of the Notes:Organization]] purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted [[holders of the Notes:Organization]] (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. NOTWITHSTANDING THE WILLINGNESS OF [[Purchaser:Organization]] TO CONSIDER PURCHASES OF SHELF [[holders of the Notes:Organization]] BY [[Purchaser:Organization]] PARTIES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER [[Purchaser:Organization]] NOR ANY [[Purchaser:Organization]] PARTY SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF [[holders of the Notes:Organization]], OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF [[holders of the Notes:Organization]], AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY [[Purchaser:Organization]] OR ANY [[Purchaser:Organization]] PARTY.

2B(1) Facility TC \l "1". Subject to Section 2B(2), [[Organization B:Organization]] is willing to consider, in its sole discretion and within limits that may be authorized for purchase by [[Organization B:Organization]] and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of [[Organization B:Organization]] to consider such purchase of Shelf Notes is herein called the “Facility.” At any time, # $300,000,000, minus # the aggregate principal amount of Notes then outstanding, 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. NOTWITHSTANDING THE WILLINGNESS OF [[Organization B:Organization]] TO CONSIDER PURCHASES OF SHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER [[Organization B:Organization]] NOR ANY 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 [[Organization B:Organization]] OR ANY PRUDENTIAL AFFILIATE. FOR THE AVOIDANCE OF DOUBT, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT IT MAY BE TERMINATED BY [[Organization A:Organization]] BY NOTICE IN WRITING TO [[Organization B:Organization]] GIVEN AT ANY TIME WHEN NO NOTES ARE OUTSTANDING AND NO OTHER AMOUNTS (INCLUDING, WITHOUT LIMITATION, ANY DELAYED DELIVERY FEE OR

2B(1).Facility. Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time, # $300,000,000, minus # the aggregate principal amount of the Notes then 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 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. NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY 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 PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.