Common use of Sale and Purchase of Shelf Notes Clause in Contracts

Sale and Purchase of Shelf Notes. 2B(1) Facility. PIM is willing to consider, in its sole discretion and within limits that may be authorized for purchase by PIM and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of PIM to consider such purchase of Shelf Notes is herein called the “Facility.” At any time, (i) the aggregate principal amount of Shelf Notes stated in Section 1C, minus (ii) the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus (iii) the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF PIM TO CONSIDER PURCHASES OF SHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PIM NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PIM OR ANY PRUDENTIAL AFFILIATE. Notwithstanding anything to the contrary appearing herein, in no event shall any Note be purchased under the Facility by a Prudential Affiliate described in clause (i) of the definition thereof if, upon giving effect to such purchase and the use of proceeds thereof, the aggregate principal amount all Notes and any other notes of the Company then outstanding and held by all Prudential Affiliates described in such clause, would exceed $75,000,000.

Sale and Purchase of Shelf Notes. 2B(1) FacilityFacility TC \l "1". PIM Subject to Section 2B(2), PGIM is willing to consider, in its sole discretion and within limits that may be authorized for purchase by PIM PGIM and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of PIM PGIM to consider such purchase of Shelf Notes is herein called the “Facility.” At any time, (i) the aggregate principal amount of Shelf Notes stated in Section 1C$300,000,000, minus (ii) the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such timethen outstanding, minus (iii) the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF PIM PGIM TO CONSIDER PURCHASES OF SHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PIM PGIM NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PIM PGIM OR ANY PRUDENTIAL AFFILIATE. Notwithstanding anything to the contrary appearing hereinFOR THE AVOIDANCE OF DOUBT, in no event shall any Note be purchased under the Facility by a Prudential Affiliate described in clause THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT IT MAY BE TERMINATED BY THE COMPANY BY NOTICE IN WRITING TO PGIM GIVEN AT ANY TIME WHEN NO NOTES ARE OUTSTANDING AND NO OTHER AMOUNTS (iINCLUDING, WITHOUT LIMITATION, ANY DELAYED DELIVERY FEE OR VP/#60437610.3 CANCELLATION FEE) of the definition thereof if, upon giving effect to such purchase and the use of proceeds thereof, the aggregate principal amount all Notes and any other notes of the Company then outstanding and held by all Prudential Affiliates described in such clause, would exceed $75,000,000ARE OWING TO PGIM OR ANY PRUDENTIAL AFFILIATE UNDER THIS AGREEMENT AND NO ACCEPTANCE WHICH HAS NOT BEEN CANCELLED IS IN EFFECT.

Sale and Purchase of Shelf Notes. 2B(1(a) Master Note Facility. PIM Each Investor Group Representative, severally and not jointly, is willing to consider, in its sole discretion and within limits that which may be authorized for its purchase or the purchase by PIM and Prudential Affiliates an Investor Group Affiliate from time to time, the purchase of Shelf Notes pursuant to this Agreement. ; provided that in no event shall the aggregate principal amount of Shelf Notes purchased by any Investor Group Affiliate and then outstanding exceed the amount specified for the applicable Investor Group on Schedule B. The willingness of PIM the Investor Group Representatives to consider such purchase of Shelf Notes is herein called the “Master Note Facility.” At any time, (i) the aggregate maximum principal amount of Shelf Notes stated in Section 1C1, minus (ii) the aggregate original principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus (iii) the aggregate original principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, plus the aggregate principal amount of Shelf Notes repaid or prepaid pursuant to this Agreement prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF PIM AN INVESTOR GROUP REPRESENTATIVE TO CONSIDER PURCHASES OF SHELF NOTESNOTES BY ITSELF OR AN INVESTOR GROUP AFFILIATE, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PIM ANY INVESTOR GROUP REPRESENTATIVE NOR ANY PRUDENTIAL AFFILIATE THEREOF SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE MASTER NOTE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PIM ANY INVESTOR GROUP REPRESENTATIVE OR ANY PRUDENTIAL AFFILIATEAFFILIATE THEREOF. (b) Issuance Period. Notwithstanding anything Shelf Notes may be issued and sold pursuant to this Agreement until the earlier of (1) the third anniversary of the Effective Date (or if such anniversary date is not a Business Day, the Business Day next preceding such anniversary), (2) with respect to any Investor Group, the day after the applicable Investor Group Representative shall have given to the contrary appearing hereinCompany, in or the Company shall have given to such Investor Group Representative, a written notice stating that it elects to terminate the issuance and sale of Shelf Notes to such Investor Group pursuant to this Agreement (or if such day is not a Business Day, the Business Day next preceding such day), provided that no event such notice shall affect the purchase and sale of any Accepted Note be purchased under the Facility by a Prudential Affiliate described in clause (i) Acceptance of which shall have occurred prior to the effective date of such termination and each of the definition thereof if, upon giving effect requirements of this Agreement to such purchase and sale shall remain in full force and effect, (3) the use of proceeds thereof, the aggregate principal amount all Notes and any other notes termination of the Company then outstanding Master Note Facility under Section 12.1(a) of this Agreement and held (4) with respect to any Investor Group, upon the termination of the Master Note Facility by all Prudential Affiliates described in such clause, would exceed $75,000,000its Investor Group Representative under Section 12.1(b) of this Agreement. The period during which Shelf Notes may be issued and sold pursuant to this Agreement is herein called the “Issuance Period.”