Common use of Obligor Agent Clause in Contracts

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

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

Obligor Agent. (a) Each of Obligor (other than the Guarantors Company) by its execution of this Agreement or a Joinder Agreement irrevocably appoints the Issuer Company to act on its behalf as the Obligor Agent its agent (the “Obligor Agent”) in relation to this Agreement and the Note Documents Notes and irrevocably authorizes: (1i) The Obligor Agent the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Parties holders of a Note and to give all notices and instructions, to execute on its behalf a any Joinder Agreement, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by each of the Issuer and the Guarantors any Obligor notwithstanding that they may affect such Personthe Obligor, without further reference to or the consent of such Personthat Obligor; and (2ii) Each Secured Party each holder of a Note to give any notice, demand or other communication to the that Obligor Agent pursuant to the Note Documents. With respect this Agreement and the Notes to both Section 12.7(a)(1) the Company, and (2), in each case the Issuer and each Guarantor Obligors shall be bound as though such Person that Obligor itself had given the notices and instructions or executed or made 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 supplement, variation, notice or other communication given or made by the Obligor Agent or given to the Obligor Agent under any Note Document this Agreement and the Notes on behalf of any of the Issuer or the Guarantors another Obligor or in connection with any Note Document this Agreement and the Notes (whether or not known to any other Guarantor or the Issuer Obligor and whether occurring before or after such other Person Obligor became a Guarantor an Obligor under any Note Documentthis Agreement and the Notes) shall be binding for all purposes on that Person Obligor as if that Person Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligor Agent and any other Guarantor or the IssuerObligor, those of the 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, XXXXXX X. XXXXXXXXX & CO., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Title: Treasurer XXXXXX X. XXXXXXXXX & CO. (ILLINOIS), an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Title: Treasurer XXXXXX X. XXXXXXXXX BROKERAGE & RISK MANAGEMENT SERVICES, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Title: Treasurer RISK PLACEMENT SERVICES, INC., an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Title: Treasurer XXXXXXXXX XXXXXXX SERVICES, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Title: Treasurer SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT XXXXXXXXX BENEFIT SERVICES, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Title: Treasurer XXXXXX X. XXXXXXXXX RISK MANAGEMENT SERVICES, INC., an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Title: Treasurer XXXXXX X. XXXXXXXXX SERVICE COMPANY, a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Title: Treasurer SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. By: /s/ Xxxxxxxxxxx X. Xxxxx Title: Corporate Vice President By: New York Life Investment Management LLC, Its Investment Manager By: /s/ Xxxxxxxxxxx X. Xxxxx Title: Director By: New York Life Investment Management LLC, its Investment Manager By: /s/ Xxxxxxxxxxx X. Xxxxx Title: Director SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. By: /s/ Xxxxxxx Xxxxxxx Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxxxx Xxxxxxx Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxxxx Xxxxxxx 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: XXXxxxxx Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 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 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 000 Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Securities Operations Private Group 2nd Floor Fax #: 000-000-0000 with a copy sent electronically to: (2) All other communications: New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 000 Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 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: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (3) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: Xxxxxxx X. Xxxxxxxx Managing Director & Assoc. General Counsel New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 (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: XXXxxxxx Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 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 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 000 Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Securities Operations Private Group 2nd Floor Fax #: 000-000-0000 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 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 000 Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 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: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (3) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: Xxxxxxx X. Xxxxxxxx Managing Director & Assoc. General Counsel New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 (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: XXXxxxxx Xxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 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 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 000 Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Securities Operations Private Group 2nd Floor Fax #: 000-000-0000 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 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 000 Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Investors Group Private Finance 2nd Floor Fax #: (000) 000-0000 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: Xxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Xxxx 0000 Fax #: (000) 000-0000 (3) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: Xxxxxxx X. Xxxxxxxx Managing Director & Assoc. General Counsel New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 (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 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Xxxxxxxx and Collections (3) Address for all other communications and notices: The Prudential Insurance Company of America c/o Prudential Capital Group Two Prudential Plaza 000 X. Xxxxxxx Avenue Suite 5600 Chicago, IL 60601 Attention: Managing Director, Corporate Finance (4) Recipient of telephonic prepayment notices: Manager, Trade Management Group Telephone: (000) 000-0000 Facsimile: (000) 000-0000 (5) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: Prudential Capital Group Two Prudential Plaza 000 X. Xxxxxxx Avenue Suite 5600 Chicago, IL 60601 Attention: Xxxxxxx Xxxxxx Telephone: (000) 000.0000 (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. 0000 Xxxxxxxxxx Xxxxx Xxxxxxx Xxxxxxxxxxxx, XX 00000-0000 (3) Address for all other communications and notices: Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Two Prudential Plaza 000 X. Xxxxxxx 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 Xxx Xxxx, XX 00000 Attn: Xxxxxxx X. Xxxxxxx (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 4 000 Xxxxxxxx, 0xx Xxxxx Xxxxxx, XX 00000 Attention: Trade Management, Manager Telephone: (000) 000-0000 (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 0000 Xxxxx Xxxx. Oak Brook, IL 60522-9060 Attention: Xxxxxxxx Xxxxxxx (3) Address for all other communications and notices: Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Two Prudential Plaza 000 X. Xxxxxxx 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 Xxxxxx 00, Xxxxx 0000 0 Xxxxxx Xxxxxx Xxxxxxxx Xxxx. # / Acct. Name: Insurance Company - Prudential Xxxxxx Xxxx, XX 00000 Attn: Xxxx Xxxx & Xxxxx Xxxx 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 4 000 Xxxxxxxx, 0xx Xxxxx Xxxxxx, XX 00000 Attention: Trade Management, Manager Telephone: (000) 000-0000 (5) Tax Identification No.:

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

Obligor Agent. (a) Each of Obligor (other than the Guarantors Company) by its execution of this Agreement or a Joinder Agreement irrevocably appoints the Issuer Company to act on its behalf as the Obligor Agent its agent (the “Obligor Agent”) in relation to this Agreement and the Note Documents Notes and irrevocably authorizes: (1i) The Obligor Agent the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Parties holders of a Note and to give all notices and instructions, to execute on its behalf a any Joinder Agreement, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by each of the Issuer and the Guarantors any Obligor notwithstanding that they may affect such Personthe Obligor, without further reference to or the consent of such Personthat Obligor; and (2ii) Each Secured Party each holder of a Note to give any notice, demand or other communication to the that Obligor Agent pursuant to the Note Documents. With respect this Agreement and the Notes to both Section 12.7(a)(1) the Company, and (2), in each case the Issuer and each Guarantor Obligors shall be bound as though such Person that Obligor itself had given the notices and instructions or executed or made 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 supplement, variation, notice or other communication given or made by the Obligor Agent or given to the Obligor Agent under any Note Document this Agreement and the Notes on behalf of any of the Issuer or the Guarantors another Obligor or in connection with any Note Document this Agreement and the Notes (whether or not known to any other Guarantor or the Issuer Obligor and whether occurring before or after such other Person Obligor became a Guarantor an Obligor under any Note Documentthis Agreement and the Notes) shall be binding for all purposes on that Person Obligor as if that Person Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligor Agent and any other Guarantor or the IssuerObligor, those of the 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, XXXXXX X. XXXXXXXXX & CO., a Delaware corporation By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer XXXXXX X. XXXXXXXXX & CO. (ILLINOIS), an Illinois corporation By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer XXXXXX X. XXXXXXXXX BROKERAGE & RISK MANAGEMENT SERVICES, LLC, a Delaware limited liability company By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer RISK PLACEMENT SERVICES, INC., an Illinois corporation By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer XXXXXXXXX XXXXXXX SERVICES, INC., a Delaware corporation By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer XXXXXXXXX BENEFIT SERVICES, INC., a Delaware corporation By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer XXXXXX X. XXXXXXXXX RISK MANAGEMENT SERVICES, INC., an Illinois corporation By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer XXXXXX X. XXXXXXXXX SERVICE COMPANY, a Delaware corporation By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer This Agreement is hereby accepted and agreed to as of the date thereof. By: /s/ Xxxxxxx Xxxxxxx By: Prudential Investment Management (Japan), Inc., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By: /s/ Xxxxxxx Xxxxxxx By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxxxxxx Xxxxxxx By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxxxx Xxxxxxx By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxxxx Xxxxxxx 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 of Obligor (other than the Guarantors Company) by its execution of this Agreement or a Joinder Agreement irrevocably appoints the Issuer Company to act on its behalf as the Obligor Agent its agent (the “Obligor Agent”) in relation to this Agreement and the Note Documents Notes and irrevocably authorizes: (1i) The Obligor Agent the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Parties holders of a Note and to give all notices and instructions, to execute on its behalf a any Joinder Agreement, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by each of the Issuer and the Guarantors any Obligor notwithstanding that they may affect such Personthe Obligor, without further reference to or the consent of such Personthat Obligor; and (2ii) Each Secured Party each holder of a Note to give any notice, demand or other communication to the that Obligor Agent pursuant to the Note Documents. With respect this Agreement and the Notes to both Section 12.7(a)(1) the Company, and (2), in each case the Issuer and each Guarantor Obligors shall be bound as though such Person that Obligor itself had given the notices and instructions or executed or made 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 supplement, variation, notice or other communication given or made by the Obligor Agent or given to the Obligor Agent under any Note Document this Agreement and the Notes on behalf of any of the Issuer or the Guarantors another Obligor or in connection with any Note Document this Agreement and the Notes (whether or not known to any other Guarantor or the Issuer Obligor and whether occurring before or after such other Person Obligor became a Guarantor an Obligor under any Note Documentthis Agreement and the Notes) shall be binding for all purposes on that Person Obligor as if that Person Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligor Agent and any other Guarantor or the IssuerObligor, those of the 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, XXXXXX X. XXXXXXXXX & CO., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer XXXXXX X. XXXXXXXXX & CO. (ILLINOIS), an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer XXXXXX X. XXXXXXXXX BROKERAGE & RISK MANAGEMENT SERVICES, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer RISK PLACEMENT SERVICES, INC., an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT XXXXXXXXX XXXXXXX SERVICES, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer XXXXXXXXX BENEFIT SERVICES, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer XXXXXX X. XXXXXXXXX RISK MANAGEMENT SERVICES, INC., an Illinois corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer XXXXXX X. XXXXXXXXX SERVICE COMPANY, LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. By: /s/ Xxxxxxx X. Xxxxxx Vice President By: Prudential Investment Management Japan Co., Ltd. (as Investment Manager) By: Prudential Investment Management, Inc. (as Sub-Adviser) By: /s/ Xxxxxxx X. Xxxxxx Vice President By: /s/ Xxxxxxx X. Xxxxxx Assistant Vice President By: Prudential Investment Management, Inc. (as Investment Manager) By: /s/ Xxxxxxx X. Xxxxxx 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/ Xxxxxxx X. Xxxxxx Vice President SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: Managing Director By: MetLife Investment Management, LLC, its Investment Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: Managing Director By: MetLife Investment Management, LLC, its Investment Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: Managing Director SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President By: New York Life Investment Management LLC, its Investment Manager By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director By: New York Life Investment Management LLC, its Investment Manager By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director By: New York Life Investment Management LLC, its Investment Manager By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT New York Life Investment Management LLC, its Investment Manager By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx 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 XXXxxxxx Xxxxx Xxxx Xxx Xxxx, XX ABA No.: 000-000-000 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 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Xxxxxxxx and Collections (3) Address for all other communications and notices: The Prudential Insurance Company of America c/o Prudential Capital Group Two Prudential Plaza 000 X. Xxxxxxx Avenue Suite 5600 Chicago, Illinois 60601 Attention: Managing Director, Corporate Finance (4) Recipient of telephonic prepayment notices: Manager, Trade Management Group Telephone: (000) 000-0000 Facsimile: (000) 000-0000 (5) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: Prudential Capital Group Two Prudential Plaza 000 X. Xxxxxxx Avenue Suite 5600 Chicago, Illinois 60601 Attention: Xxxxxxx X. Xxxxxx Telephone: (000) 000-0000 (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.: 000-000-000 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. 000-000-000 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. 0-00-00, Xxxxxx-xxx Xxxxxxx-ku, Tokyo 000-0000, Japan Telephone: 00-0-0000-0000 Facsimile: 00-0-0000-0000 E-mail: xxxxxx.xxxxxxxxx@xxx-xxxx.xx.xx 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 000 X. Xxxxxxx 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 000 X. Xxxxxxx Avenue Suite 5600 Chicago, Illinois 60601 Attention: Xxxxxxx X. Xxxxxx Telephone: (000) 000-0000

Obligor Agent. (a) Each of Obligor (other than the Guarantors Company) by its execution of this Agreement or a Joinder Agreement irrevocably appoints the Issuer Company to act on its behalf as the Obligor Agent its agent (the “Obligor Agent”) in relation to this Agreement and the Note Documents Notes and irrevocably authorizes: (1i) The Obligor Agent the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Parties holders of a Note and to give all notices and instructions, to execute on its behalf a any Joinder Agreement, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by each of the Issuer and the Guarantors any Obligor notwithstanding that they may affect such Personthe Obligor, without further reference to or the consent of such Personthat Obligor; and (2ii) Each Secured Party each holder of a Note to give any notice, demand or other communication to the that Obligor Agent pursuant to the Note Documents. With respect this Agreement and the Notes to both Section 12.7(a)(1) the Company, and (2), in each case the Issuer and each Guarantor Obligors shall be bound as though such Person that Obligor itself had given the notices and instructions or executed or made 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 supplement, variation, notice or other communication given or made by the Obligor Agent or given to the Obligor Agent under any Note Document this Agreement and the Notes on behalf of any of the Issuer or the Guarantors another Obligor or in connection with any Note Document this Agreement and the Notes (whether or not known to any other Guarantor or the Issuer Obligor and whether occurring before or after such other Person Obligor became a Guarantor an Obligor under any Note Documentthis Agreement and the Notes) shall be binding for all purposes on that Person Obligor as if that Person Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligor Agent and any other Guarantor or the IssuerObligor, those of the Obligor Agent shall prevail.. * * * * *

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

Obligor Agent. (a) Each of Obligor (other than the Guarantors Company) by its execution of this Agreement or a Joinder Agreement irrevocably appoints the Issuer Company to act on its behalf as the Obligor Agent its agent (the “Obligor Agent”) in relation to this Agreement and the Note Documents Notes and irrevocably authorizes: (1i) The Obligor Agent the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Parties holders of a Note and to give all notices and instructions, to execute on its behalf a any Joinder Agreement, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by each of the Issuer and the Guarantors any Obligor notwithstanding that they may affect such Personthe Obligor, without further reference to or the consent of such Personthat Obligor; and (2ii) Each Secured Party each holder of a Note to give any notice, demand or other communication to the that Obligor Agent pursuant to the Note Documents. With respect this Agreement and the Notes to both Section 12.7(a)(1) the Company, and (2), in each case the Issuer and each Guarantor Obligors shall be bound as though such Person that Obligor itself had given the notices and instructions or executed or made 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 supplement, variation, notice or other communication given or made by the Obligor Agent or given to the Obligor Agent under any Note Document this Agreement and the Notes on behalf of any of the Issuer or the Guarantors another Obligor or in connection with any Note Document this Agreement and the Notes (whether or not known to any other Guarantor or the Issuer Obligor and whether occurring before or after such other Person Obligor became a Guarantor an Obligor under any Note Documentthis Agreement and the Notes) shall be binding for all purposes on that Person Obligor as if that Person Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligor Agent and any other Guarantor or the IssuerObligor, those of the Obligor Agent shall prevail.