Common use of Obligor Agent Clause in Contracts

Obligor Agent. (a) Each Obligor (other than the Parent) by its execution of this Agreement or an Accession Letter (as the case may be) irrevocably appoints the Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any documents required hereunder and to make such agreements capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Parent on its behalf, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made such agreements or received the relevant notice, demand or other communication. (b) Every act, agreement, undertaking, settlement, waiver, notice or other communication given or made by the Parent or given to the Parent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Parent and any other Obligor, those of the Parent shall prevail.

Obligor Agent. (a) Each Obligor (other than of the Parent) Guarantors by its execution of this Agreement or an Accession Letter (as the case may be) Joinder Agreement irrevocably appoints the Parent Issuer to act on its behalf as its agent the Obligor Agent (the “Obligor Agent”) in relation to the Finance Note Documents and irrevocably authorisesauthorizes: (i1) the Parent The Obligor Agent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Secured Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests)instructions, to execute on its behalf any documents required hereunder and a Joinder Agreement, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor each of the Issuer and the Guarantors notwithstanding that they may affect the Obligorsuch Person, without further reference to or the consent of that Obligorsuch Person; and (ii2) each Finance Each Secured Party to give any notice, demand or other communication to that the Obligor Agent pursuant to the Finance Documents Note Documents. With respect to both Section 12.7(a)(1) and (2), the Parent on its behalf, Issuer and in each case the Obligor Guarantor shall be bound as though the Obligor such Person itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made such the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) . Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement variation, notice or other communication given or made by the Parent Obligor Agent or given to the Parent Obligor Agent under any Finance Note Document on behalf of another Obligor any of the Issuer or the Guarantors or in connection with any Finance Note Document (whether or not known to any other Obligor Guarantor or the Issuer and whether occurring before or after such other Obligor Person became an Obligor a Guarantor under any Finance Note Document) shall be binding for all purposes on that Obligor Person as if that Obligor Person had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Parent Obligor Agent and any other ObligorGuarantor or the Issuer, those of the Parent Obligor Agent shall prevail.

Obligor Agent. (a) Each Obligor (other than the ParentCompany) by its execution of this Agreement or an Accession Letter (as the case may be) irrevocably appoints the Parent Company to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: authorises (i) the Parent Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests or Conversion Requests), to execute on its behalf any documents required hereunder and to make such agreements capable of being given, given or made or effected by any Obligor notwithstanding that they may affect the such Obligor, without further reference to or the consent of that such Obligor; and and (ii) each Finance Party to give any notice, demand or other communication to that such Obligor pursuant to the Finance Documents to the Parent Company on its behalf, and in each case the such Obligor shall be bound thereby as though the such Obligor itself had given the such notices and instructions (including, without limitation, any Utilisation Requests or Conversion Requests) or executed or made such agreements or received the relevant any notice, demand or other communication. (b) Every act, agreement, undertaking, settlement, waiver, notice or other communication given or made by the Parent Company, or given to the Parent under any Finance Document on behalf Company, in its capacity as agent in accordance with paragraph (a) of another Obligor or this Clause 32.7, in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) this Agreement shall be binding for all purposes on that Obligor such Obligors as if that Obligor the other Obligors had expressly made, given or concurred with itthe same. In the event of any conflict between any notices or other communications of the Parent Company and any other Obligor, those of the Parent Company shall prevail.

Obligor Agent. (a) Each Obligor (other than the ParentCompany) by its execution of this Agreement or an Accession Letter (as the case may be) a Joinder Agreement irrevocably appoints the Parent Company to act on its behalf as its agent (the “Obligor Agent”) in relation to this Agreement and the Finance Documents Notes and irrevocably authorisesauthorizes: (i) the Parent Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties holders of a Note and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests)instructions, to execute on its behalf any documents required hereunder and Joinder Agreement, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party holder of a Note to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents this Agreement and the Notes to the Parent on its behalfCompany, and in each case the Obligor Obligors shall be bound as though the that Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made such the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Parent Obligor Agent or given to the Parent Obligor Agent under any Finance Document this Agreement and the Notes on behalf of another Obligor or in connection with any Finance Document this Agreement and the Notes (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Documentthis Agreement and the Notes) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Parent Obligor Agent and any other Obligor, those of the Parent Obligor Agent shall prevail.

Obligor Agent. (a) Each Obligor (other than the ParentBorrower) by its execution of this Agreement or an Accession Letter (as the case may be) irrevocably appoints the Parent Borrower to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Parent Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests, Renewal Requests or Selection Notices), to execute on its behalf any documents required hereunder and to make such agreements capable of being given, given or made or effected by any Obligor notwithstanding that they may affect the such Obligor, without further reference to or the consent of that such Obligor; and and (ii) each Finance Party to give any notice, demand or other communication to that such Obligor pursuant to the Finance Documents to the Parent Borrower on its behalf, and in each case the such Obligor shall be bound thereby as though the such Obligor itself had given the such notices and instructions (including, without limitation, any Utilisation Requests, Renewal Requests or Selection Notices) or executed or made such agreements or received the relevant any notice, demand or other communication. (b) Every act, agreement, undertaking, settlement, waiver, notice or other communication given or made by the Parent Borrower, or given to the Parent under any Finance Document on behalf Borrower, in its capacity as agent in accordance with paragraph (a) of another Obligor or this Clause 31.7, in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) this Agreement shall be binding for all purposes on that Obligor such Obligors as if that Obligor the other Obligors had expressly made, given or concurred with itthe same. In the event of any conflict between any notices or other communications of the Parent Borrower and any other Obligor, those of the Parent Borrower shall prevail.

Obligor Agent. 101 (a) Each Obligor (other than of the Parent) Guarantors by its execution of this Agreement or an Accession Letter (as the case may be) Joinder Agreement irrevocably appoints the Parent Issuer to act on its behalf as its agent the Obligor Agent (the “Obligor Agent”) in relation to the Finance Note Documents and irrevocably authorisesauthorizes: (i1) the Parent The Obligor Agent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Secured Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests)instructions, to execute on its behalf any documents required hereunder and a Joinder Agreement, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor each of the Issuer and the Guarantors notwithstanding that they may affect the Obligorsuch Person, without further reference to or the consent of that Obligorsuch Person; and (ii2) each Finance Each Secured Party to give any notice, demand or other communication to that the Obligor Agent pursuant to the Finance Documents Note Documents. With respect to both Section 12.7(a)(1) and (2), the Parent on its behalf, Issuer and in each case the Obligor Guarantor shall be bound as though the Obligor such Person itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made such the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) . Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement variation, notice or other communication given or made by the Parent Obligor Agent or given to the Parent Obligor Agent under any Finance Note Document on behalf of another Obligor any of the Issuer or the Guarantors or in connection with any Finance Note Document (whether or not known to any other Obligor Guarantor or the Issuer and whether occurring before or after such other Obligor Person became an Obligor a Guarantor under any Finance Note Document) shall be binding for all purposes on that Obligor Person as if that Obligor Person had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Parent Obligor Agent and any other ObligorGuarantor or the Issuer, those of the Parent Obligor Agent shall prevail.

Obligor Agent. (a) Each Obligor (other than the ParentCompany) by its execution of this Agreement or an Accession Letter (as the case may be) a Joinder Agreement irrevocably appoints the Parent Company to act on its behalf as its agent (the “Obligor Agent”) in relation to this Agreement and the Finance Documents Notes and irrevocably authorisesauthorizes: (i) the Parent Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties holders of a Note and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests)instructions, to execute on its behalf any documents required hereunder and Joinder Agreement, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party holder of a Note to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents this Agreement and the Notes to the Parent on its behalfCompany, and in each case the Obligor Obligors shall be bound as though the that Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made such the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Parent Obligor Agent or given to the Parent Obligor Agent under any Finance Document this Agreement and the Notes on behalf of another Obligor or in connection with any Finance Document this Agreement and the Notes (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Documentthis Agreement and the Notes) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Parent Obligor Agent and any other Obligor, those of the Parent Obligor Agent shall prevail. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Obligors. Very truly yours, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & CO., a Delaware corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & CO. (ILLINOIS), an Illinois corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ BROKERAGE & RISK MANAGEMENT SERVICES, LLC, a Delaware limited liability company By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer RISK PLACEMENT SERVICES, INC., an Illinois corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SERVICES, INC., a Delaware corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer ▇▇▇▇▇▇▇▇▇ BENEFIT SERVICES, INC., a Delaware corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ RISK MANAGEMENT SERVICES, INC., an Illinois corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ SERVICE COMPANY, LLC, a Delaware limited liability company By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President By: Prudential Investment Management Japan Co., Ltd. (as Investment Manager) By: Prudential Investment Management, Inc. (as Sub-Adviser) By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Assistant Vice President By: Prudential Investment Management, Inc. (as Investment Manager) By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ Title: Managing Director By: MetLife Investment Management, LLC, its Investment Manager By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ Title: Managing Director By: MetLife Investment Management, LLC, its Investment Manager By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ Title: Managing Director SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President By: New York Life Investment Management LLC, its Investment Manager By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Managing Director By: New York Life Investment Management LLC, its Investment Manager By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Managing Director By: New York Life Investment Management LLC, its Investment Manager By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Managing Director SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT New York Life Investment Management LLC, its Investment Manager By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Managing Director SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT THE PRUDENTIAL INSURANCE COMPANY OF AMERICA $ 44,390,000.00 $ 28,380,000.00 $ 12,730,000.00 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: $ $ 1,770,000.00 1,510,000.00 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ABA No.: ▇▇▇-▇▇▇-▇▇▇ Account Name: Prudential Managed Portfolio Account No.: (please do not include spaces) (in the case of payments on account of the Note originally issued in the principal amount of $28,380,000.00) Account Name: The Prudential—Privest Portfolio Account No.: (please do not include spaces) (in the case of payments on account of the Note originally issued in the principal amount of $12,730,000.00) Account Name: Prudential GM Buyout Private Custody Account No.: (please do not include spaces) (in the case of payments on account of the Note originally issued in the principal amount of $1,770,000.00) Account Name: Verizon Buyout Private Custody Account No.: (please do not include spaces) (in the case of payments on account of the Note originally issued in the principal amount of $1,510,000.00) Each such wire transfer shall set forth the name of the Company, a reference to “3.69% Series G Senior Notes due June 14, 2022, Security No. , PPN” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. (2) Address for all notices relating to payments: The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Manager, ▇▇▇▇▇▇▇▇ and Collections (3) Address for all other communications and notices: The Prudential Insurance Company of America c/o Prudential Capital Group Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ Avenue Suite 5600 Chicago, Illinois 60601 Attention: Managing Director, Corporate Finance (4) Recipient of telephonic prepayment notices: Manager, Trade Management Group Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ (5) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: Prudential Capital Group Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ Avenue Suite 5600 Chicago, Illinois 60601 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ (6) Tax Identification No.: THE GIBRALTAR LIFE INSURANCE CO., LTD. $14,000,000.00 $14,000,000.00 (1) All principal, interest and Make-Whole Amount payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No.: ▇▇▇-▇▇▇-▇▇▇ Account Name: Account No.: (please do not include spaces) Each such wire transfer shall set forth the name of the Company, a reference to “3.69% Series G Senior Notes due June 14, 2022, Security No. , PPN” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. (2) All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No. ▇▇▇-▇▇▇-▇▇▇ Account No. Account Name: Prudential International Insurance Service Co. Each such wire transfer shall set forth the name of the Company, a reference to “3.69% Series G Senior Notes due June 14, 2022, Security No. , PPN” and the due date and application (e.g., type of fee) of the payment being made. (3) Address for all notices relating to payments: The Gibraltar Life Insurance Co., Ltd. ▇-▇▇-▇▇, ▇▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇-ku, Tokyo ▇▇▇-▇▇▇▇, Japan Telephone: ▇▇-▇-▇▇▇▇-▇▇▇▇ Facsimile: ▇▇-▇-▇▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇-▇▇▇▇.▇▇.▇▇ Attention: Mizuho Matsumoto, Team Leader of Investment Administration Team (4) Address for all other communications and notices: Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ Avenue Suite 5600 Chicago, Illinois 60601 Attention: Managing Director, Corporate Finance (5) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: Prudential Capital Group Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ Avenue Suite 5600 Chicago, Illinois 60601 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Obligor Agent. (a) Each Obligor (other than the ParentCompany) by its execution of this Agreement or an Accession Letter (as the case may be) irrevocably appoints the Parent Company to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: authorises (i) the Parent Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests or Extension Requests), to execute on its behalf any documents required hereunder and to make such agreements capable of being given, given or made or effected by any Obligor notwithstanding that they may affect the such Obligor, without further reference to or the consent of that such Obligor; and and (ii) each Finance Party to give any notice, demand or other communication to that such Obligor pursuant to the Finance Documents to the Parent Company on its behalf, and in each case the such Obligor shall be bound thereby as though the such Obligor itself had given the such notices and instructions (including, without limitation, any Utilisation Requests or Extension Requests) or executed or made such agreements or received the relevant any notice, demand or other communication. (b) Every act, agreement, undertaking, settlement, waiver, notice or other communication given or made by the Parent Company, or given to the Parent under any Finance Document on behalf Company, in its capacity as agent in accordance with paragraph (a) of another Obligor or this Clause 32.7, in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) this Agreement shall be binding for all purposes on that Obligor such Obligors as if that Obligor the other Obligors had expressly made, given or concurred with itthe same. In the event of any conflict between any notices or other communications of the Parent Company and any other Obligor, those of the Parent Company shall prevail.

Obligor Agent. (a) Each Obligor (other than the ParentCompany) by its execution of this Agreement or an Accession Letter (as the case may be) irrevocably appoints the Parent Company to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: authorises (i) the Parent Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests or Conversion Requests), to execute on its behalf any documents required hereunder and to make such agreements capable of being given, given or made or effected by any Obligor notwithstanding that they may affect the such Obligor, without further reference to or the consent of that such Obligor; and and (ii) each Finance Party to give any notice, demand or other communication to that such Obligor pursuant to the Finance Documents to the Parent Company on its behalf, and in each case the such Obligor shall be bound thereby as though the such Obligor itself had given the such notices and instructions (including, without limitation, any Utilisation Requests or Conversion Requests) or executed or made such agreements or received the relevant any notice, demand or other communication. (b) Every act, agreement, undertaking, settlement, waiver, notice or other communication given or made by the Parent Company, or given to the Parent under any Finance Document on behalf Company, in its capacity as agent in accordance with paragraph (a) of another Obligor or this Clause 31.7, in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) this Agreement shall be binding for all purposes on that Obligor such Obligors as if that Obligor the other Obligors had expressly made, given or concurred with itthe same. In the event of any conflict between any notices or other communications of the Parent Company and any other Obligor, those of the Parent Company shall prevail.

Obligor Agent. (a) Each Obligor (other than the Parent) by its execution of this Agreement or an Accession Letter (as the case may be) irrevocably appoints the Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests, Selection Notices or a Term Out Notice), to execute on its behalf any documents required hereunder and to make such agreements capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Parent on its behalf, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests, Selection Notices or a Term Out Notice) or executed or made such agreements or received the relevant notice, demand or other communication. (b) Every act, agreement, undertaking, settlement, waiver, notice or other communication given or made by the Parent or given to the Parent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Parent and any other Obligor, those of the Parent shall prevail.

Obligor Agent. (a) Each Obligor (other than the ParentCompany) by its execution of this Agreement or an Accession Letter (as the case may be) a Joinder Agreement irrevocably appoints the Parent Company to act on its behalf as its agent (the “Obligor Agent”) in relation to this Agreement and the Finance Documents Notes and irrevocably authorisesauthorizes: (i) the Parent Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties holders of a Note and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests)instructions, to execute on its behalf any documents required hereunder and Joinder Agreement, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party holder of a Note to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents this Agreement and the Notes to the Parent on its behalfCompany, and in each case the Obligor Obligors shall be bound as though the that Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made such the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Parent Obligor Agent or given to the Parent Obligor Agent under any Finance Document this Agreement and the Notes on behalf of another Obligor or in connection with any Finance Document this Agreement and the Notes (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Documentthis Agreement and the Notes) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Parent Obligor Agent and any other Obligor, those of the Parent Obligor Agent shall prevail.. * * * * *

Obligor Agent. (a) 30.9.1 Each Obligor (other than the Parent) by its execution of this Agreement or an Accession Letter (as the case may be) irrevocably appoints the Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) 30.9.1.1 the Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any documents required hereunder and to make such agreements capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and (ii) 30.9.1.2 each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Parent on its behalf, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made such agreements or received the relevant notice, demand or other communication. (b) 30.9.2 Every act, agreement, undertaking, settlement, waiver, notice or other communication given or made by the Parent or given to the Parent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Parent and any other Obligor, those of the Parent shall prevail.. Gold Fields_ RCF Table of Contents

Obligor Agent. (a) Each Obligor (other than the ParentBorrower) by its execution of this Agreement or an Accession Letter (as the case may be) irrevocably appoints the Parent Borrower to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: authorises (i) the Parent Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests, Renewal Requests or Selection Notices), to execute on its behalf any documents required hereunder and to make such agreements capable of being given, given or made or effected by any Obligor notwithstanding that they may affect the such Obligor, without further reference to or the consent of that such Obligor; and and (ii) each Finance Party to give any notice, demand or other communication to that such Obligor pursuant to the Finance Documents to the Parent Borrower on its behalf, and in each case the such Obligor shall be bound thereby as though the such Obligor itself had given the such notices and instructions (including, without limitation, any Utilisation Requests, Renewal Requests or Selection Notices) or executed or made such agreements or received the relevant any notice, demand or other communication. (b) Every act, agreement, undertaking, settlement, waiver, notice or other communication given or made by the Parent Borrower, or given to the Parent under any Finance Document on behalf Borrower, in its capacity as agent in accordance with paragraph (a) of another Obligor or this Clause 30.7, in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) this Agreement shall be binding for all purposes on that Obligor such Obligors as if that Obligor the other Obligors had expressly made, given or concurred with itthe same. In the event of any conflict between any notices or other communications of the Parent Borrower and any other Obligor, those of the Parent Borrower shall prevail.

Obligor Agent. (a) Each Obligor (other than of the Parent) Guarantors by its execution of this Agreement or an Accession Letter (as the case may be) Joinder Agreement irrevocably appoints the Parent Issuer to act on its behalf as its agent the Obligor Agent (the “Obligor Agent”) in relation to the Finance Note Documents and irrevocably authorisesauthorizes: (i1) the Parent The Obligor Agent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Secured Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests)instructions, to execute on its behalf any documents required hereunder and a Joinder Agreement, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor each of the Issuer and the Guarantors notwithstanding that they may affect the Obligorsuch Person, without further reference to or the consent of that Obligorsuch Person; and (ii2) each Finance Each Secured Party to give any notice, demand or other communication to that the Obligor Agent pursuant to the Finance Documents Note Documents. With respect to both Section 12.7(a)(1) and(2), the Parent on its behalf, Issuer and in each case the Obligor Guarantor shall be bound as though the Obligor such Person itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made such the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) . Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement variation, notice or other communication given or made by the Parent Obligor Agent or given to the Parent Obligor Agent under any Finance Note Document on behalf of another Obligor any of the Issuer or the Guarantors or in connection with any Finance Note Document (whether or not known to any other Obligor Guarantor or the Issuer and whether occurring before or after such other Obligor Person became an Obligor a Guarantor under any Finance Note Document) shall be binding for all purposes on that Obligor Person as if that Obligor Person had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Parent Obligor Agent and any other ObligorGuarantor or the Issuer, those of the Parent Obligor Agent shall prevail.

Obligor Agent. (a) Each Obligor (other than the ParentCompany) by its execution of this Agreement or an Accession Letter (as the case may be) a Joinder Agreement irrevocably appoints the Parent Company to act on its behalf as its agent (the “Obligor Agent”) in relation to this Agreement and the Finance Documents Notes and irrevocably authorisesauthorizes: (i) the Parent Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties holders of a Note and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests)instructions, to execute on its behalf any documents required hereunder and Joinder Agreement, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party holder of a Note to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents this Agreement and the Notes to the Parent on its behalfCompany, and in each case the Obligor Obligors shall be bound as though the that Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made such the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Parent Obligor Agent or given to the Parent Obligor Agent under any Finance Document this Agreement and the Notes on behalf of another Obligor or in connection with any Finance Document this Agreement and the Notes (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Documentthis Agreement and the Notes) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Parent Obligor Agent and any other Obligor, those of the Parent Obligor Agent shall prevail. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Obligors. Very truly yours, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & CO., a Delaware corporation By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & CO. (ILLINOIS), an Illinois corporation By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ BROKERAGE & RISK MANAGEMENT SERVICES, LLC, a Delaware limited liability company By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer RISK PLACEMENT SERVICES, INC., an Illinois corporation By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SERVICES, INC., a Delaware corporation By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer ▇▇▇▇▇▇▇▇▇ BENEFIT SERVICES, INC., a Delaware corporation By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ RISK MANAGEMENT SERVICES, INC., an Illinois corporation By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ SERVICE COMPANY, a Delaware corporation By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer This Agreement is hereby accepted and agreed to as of the date thereof. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: Prudential Investment Management (Japan), Inc., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: Prudential Investment Management, Inc., as investment manager By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Obligor Agent. (a) Each Obligor (other than the Parent) by its execution of this Agreement or an Accession Letter (as the case may be) irrevocably appoints the Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests, Selection Notices or Facility A Term Out Notices), to execute on its behalf any documents required hereunder and to make such agreements capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Parent on its behalf, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests, Selection Notices or Facility A Term Out Notices) or executed or made such agreements or received the relevant notice, demand or other communication. (b) Every act, agreement, undertaking, settlement, waiver, notice or other communication given or made by the Parent or given to the Parent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Parent and any other Obligor, those of the Parent shall prevail.

Obligor Agent. (a) Each Obligor (other than the ParentCompany) by its execution of this Agreement or an Accession Letter (as the case may be) a Joinder Agreement irrevocably appoints the Parent Company to act on its behalf as its agent (the “Obligor Agent”) in relation to this Agreement and the Finance Documents Notes and irrevocably authorisesauthorizes: (i) the Parent Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties holders of a Note and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests)instructions, to execute on its behalf any documents required hereunder and Joinder Agreement, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party holder of a Note to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents this Agreement and the Notes to the Parent on its behalfCompany, and in each case the Obligor Obligors shall be bound as though the that Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made such the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Parent Obligor Agent or given to the Parent Obligor Agent under any Finance Document this Agreement and the Notes on behalf of another Obligor or in connection with any Finance Document this Agreement and the Notes (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Documentthis Agreement and the Notes) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Parent Obligor Agent and any other Obligor, those of the Parent Obligor Agent shall prevail. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Obligors. Very truly yours, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & CO., a Delaware corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & CO. (ILLINOIS), an Illinois corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ BROKERAGE & RISK MANAGEMENT SERVICES, LLC, a Delaware limited liability company By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer RISK PLACEMENT SERVICES, INC., an Illinois corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SERVICES, INC., a Delaware corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT ▇▇▇▇▇▇▇▇▇ BENEFIT SERVICES, INC., a Delaware corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ RISK MANAGEMENT SERVICES, INC., an Illinois corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ SERVICE COMPANY, a Delaware corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Corporate Vice President By: New York Life Investment Management LLC, Its Investment Manager By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Director By: New York Life Investment Management LLC, its Investment Manager By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Director SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT NEW YORK LIFE INSURANCE COMPANY $ 29,300,000.00 $ 29,300,000.00 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ABA No. Credit: New York Life Insurance Company General Account No. with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. All notices of payments, written confirmations of such wire transfers and any audit confirmation: New York Life Insurance Company c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Securities Operations Private Group 2nd Floor Fax #: ▇▇▇-▇▇▇-▇▇▇▇ with a copy sent electronically to: (2) All other communications: New York Life Insurance Company c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy sent electronically to: and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ (3) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Managing Director & Assoc. General Counsel New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (4) Tax Identification No.: NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION $ 38,200,000.00 $ 38,200,000.00 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ABA No. Credit: New York Life Insurance and Annuity Corporation General Account No. with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. All notices of payments, written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Securities Operations Private Group 2nd Floor Fax #: ▇▇▇-▇▇▇-▇▇▇▇ with a copy sent electronically to: (2) All other communications: New York Life Insurance and Annuity Company c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy sent electronically to: and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ (3) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Managing Director & Assoc. General Counsel New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (4) Tax Identification No.: NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI30C) $ 7,500,000.00 $ 7,500,000.00 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ABA No. Credit: NYLIAC SEPARATE BOLI 30C General Account No. with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. All notices of payments, written confirmations of such wire transfers and any audit confirmation: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Securities Operations Private Group 2nd Floor Fax #: ▇▇▇-▇▇▇-▇▇▇▇ with a copy sent electronically to: (2) All other communications: New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy sent electronically to: and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ Fax #: (▇▇▇) ▇▇▇-▇▇▇▇ (3) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Managing Director & Assoc. General Counsel New York Life Investment Management LLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (4) Tax Identification No.: THE PRUDENTIAL INSURANCE COMPANY OF AMERICA $ 39,500,000.00 $ 39,500,000.00 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: Account Name: Prudential Managed Portfolio Account No.: (please do not include spaces) (in the case of payments on account of the Note originally issued in the principal amount of $39,500,000.00) JPMorgan Chase Bank New York, NY ABA No.: Each such wire transfer shall set forth the name of the Company, a reference to “5.49% Series E Senior Notes due February 10, 2023, Security No. , PPN” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. (2) Address for all notices relating to payments: The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Manager, ▇▇▇▇▇▇▇▇ and Collections (3) Address for all other communications and notices: The Prudential Insurance Company of America c/o Prudential Capital Group Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ Avenue Suite 5600 Chicago, IL 60601 Attention: Managing Director, Corporate Finance (4) Recipient of telephonic prepayment notices: Manager, Trade Management Group Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ (5) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: Prudential Capital Group Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ Avenue Suite 5600 Chicago, IL 60601 Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇.▇▇▇▇ (6) Tax Identification No.: RGA REINSURANCE COMPANY $ 7,500,000.00 $ 7,500,000.00 Notes/Certificates to be registered in the name of: Hare & Co. (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: The Bank of New York Mellon ABA No.: BNF Account No. Credit to: RGA Reinsurance Company Each such wire transfer shall set forth the name of the Company, a reference to “5.49% Series E Senior Notes due February 10, 2023, PPN” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. (2) All notices of payments and written confirmations of such wire transfers: RGA Reinsurance Company Attn: Banking Dept. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (3) Address for all other communications and notices: Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ Avenue Suite 5600 Chicago, IL 60601 Attention: Managing Director, Corporate Finance (4) Address for Delivery of Notes: (a) Send physical security by nationwide overnight delivery service to: The Bank of New York Mellon One Wall Street 3rd Floor Window A ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (212-635-6742) Please include in the cover letter accompanying the Notes a reference to the Purchaser (RGA Private Placement Prudential Financial Account No. ). (b) Send copy by nationwide overnight delivery service to: Prudential Capital Group Gateway Center 4 ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Trade Management, Manager Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ (5) Tax Identification No.: MTL INSURANCE COMPANY $ 3,000,000.00 $ 3,000,000.00 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: The Northern Trust Company ABA # Credit Wire Account # FFC: /MTL Insurance Company - Prudential Each such wire transfer shall set forth the name of the Company, a reference to “5.49% Series E Senior Notes due February 10, 2023, PPN” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. (2) All notices of payments and written confirmations of such wire transfers: MTL Insurance Company ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇. Oak Brook, IL 60522-9060 Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (3) Address for all other communications and notices: Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Two Prudential Plaza ▇▇▇ ▇. ▇▇▇▇▇▇▇ Avenue Suite 5600 Chicago, IL 60601 Attention: Managing Director, Corporate Finance (4) Address for Delivery of Notes: (a) Send physical security by nationwide overnight delivery service to: The Northern Trust Company of New York Harborside Financial ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. # / Acct. Name: Insurance Company - Prudential ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇ Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (MTL Insurance Company-Prudential; Account Number: ). (b) Send copy by nationwide overnight delivery service to: Prudential Capital Group Gateway Center 4 ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Trade Management, Manager Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ (5) Tax Identification No.: