Common use of ERISA Fiduciary Representations Clause in Contracts

ERISA Fiduciary Representations. Each Note Owner that is an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, a “plan” as defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code (collectively, a “Plan”) or an investor using Plan assets (together with a Plan, collectively, a “Plan Investor”), including any fiduciary purchasing the Notes on behalf of a plan (a “Plan Fiduciary”), will be deemed to have represented by its purchase of the Notes that: (i) none of the Sponsor, the Issuer, the underwriters for the Notes or any of their Affiliates (the “Transaction Parties”) has provided or will provide advice about the acquisition of the Notes by the Plan Investor, other than to the Plan Fiduciary, which is independent of the Transaction Parties and one of the following: (A) a bank defined in Section 202 of the Investment Advisers Act of 1940 or similar institution that is regulated and supervised and subject to periodic examination by a state or federal agency; (B) an insurance carrier qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Plan Investor; (C) an investment adviser registered under the Investment Advisers Act of 1940 or, if not registered as an investment adviser by reason of paragraph (1) of Section 203A of the Investment Advisers Act of 1940, is registered as an investment adviser under the laws of the state in which it maintains its principal office and place of business; (D) a broker-dealer registered under the Exchange Act; or (E) a fiduciary, that at all times that the Plan Investor is invested in the Notes, has total assets of at least $50,000,000 under its management or control (except that this requirement will not be satisfied if the Plan Fiduciary is either (i) the owner or a relative of the owner of an investing XXX or (ii) a participant or beneficiary or a relative of the participant or beneficiary, of the Plan Investor investing in the Notes in that capacity); (ii) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies, including the acquisition by the Plan Investor of the Notes; (iii) the Plan Fiduciary is a “fiduciary” with respect to the Plan Investor within the meaning of Section 3(21) of ERISA, Section 4975 of the Code or both, and is responsible for exercising independent judgment in evaluating the Plan’s acquisition of the Notes; (iv) neither the Plan Investor nor the Plan Fiduciary is paying or has paid any fee or other compensation directly to any of the Transaction Parties for investment advice (as opposed to other services) in connection with its acquisition or holding of the Notes; (v) none of the Transaction Parties has exercised any authority to cause the Plan Investor to invest in the Notes or to negotiate the terms of the Plan Investor’s investment in the Notes; and (vi) the Plan Fiduciary has been informed by the Transaction Parties: (A) that each of the Transaction Parties acknowledges that it is not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity in connection with the Plan Investor’s acquisition of the Notes; and (B) of the existence and nature of the Transaction Parties’ financial interests in the Plan Investor’s acquisition of the Notes as disclosed in the preliminary prospectus, dated May 10, 2018 or the prospectus, dated May 15, 2018. The representations in this Section 2.5(h) are intended to comply with the Department of Labor’s Regulations at 29 C.F.R. Sections 2510.3-21(a) and (c)(1). If these regulations are revoked, repealed or no longer effective, these representations will be deemed to not be in effect.

ERISA Fiduciary Representations. Each Note Owner that is an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, ERISA or a “plan” as defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code (collectively, a “Plan”) or an investor using Plan assets (together with a Plan, collectively, a “Plan Investorplan”), including any fiduciary purchasing the Notes on behalf of a plan (a “Plan Fiduciaryplan fiduciary”), will be deemed to have represented by its purchase of the Notes that: (i) none of the Sponsor, the Issuer, the underwriters for the Notes or any of their Affiliates affiliates (the “Transaction Parties”) has provided or will provide advice about with respect to the acquisition of the Notes by the Plan Investorplan, other than to the Plan Fiduciaryplan fiduciary, which is independent of the Transaction Parties and one of the following: (A) a bank as defined in Section 202 of the Investment Advisers Act of 1940 or similar institution that is regulated and supervised and subject to periodic examination by a state or federal agency; (B) an insurance carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Plan Investorplan; (C) an investment adviser registered under the Investment Advisers Act of 1940 or, if not registered an as an investment adviser by reason of paragraph (1) of Section 203A of the Investment Advisers Act of 1940, is registered as an investment adviser under the laws of the state in which it maintains its principal office and place of business; (D) a broker-dealer registered under the Exchange Act; or (E) a fiduciary, that at all times that the Plan Investor plan is invested in the Notes, has will have total assets of at least $50,000,000 under its management or control (except that this requirement will not be satisfied if the Plan Fiduciary plan fiduciary is either (i) the owner or a relative of the owner of an investing XXX or (ii) a participant or beneficiary or a relative of the such participant or beneficiary, of the Plan Investor plan investing in the Notes in that such capacity); (ii) the Plan Fiduciary plan fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies, including the acquisition by the Plan Investor plan of the Notes; (iii) the Plan Fiduciary plan fiduciary is a “fiduciary” with respect to the Plan Investor plan within the meaning of Section 3(21) of ERISA, Section 4975 of the Code or both, and is responsible for exercising independent judgment in evaluating the Planplan’s acquisition of the Notes; (iv) neither the Plan Investor nor the Plan Fiduciary is paying or has paid any fee or other compensation directly to any of the Transaction Parties for investment advice (as opposed to other services) in connection with its acquisition or holding of the Notes; (v) none of the Transaction Parties has exercised any authority to cause the Plan Investor plan to invest in the Notes or to negotiate the terms of the Plan Investorplan’s investment in the Notes; and (viv) the Plan Fiduciary plan fiduciary has been informed by the Transaction Parties: (A) that each of the Transaction Parties acknowledges that it is not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity capacity, in connection with the Plan Investorplan’s acquisition of the Notes; and (B) of the existence and nature of the Transaction Parties’ financial interests in the Plan Investorplan’s acquisition of the Notes as disclosed in the preliminary prospectus, dated May 10November 8, 2018 2017 or the prospectus, dated May 15November 14, 20182017. The representations in this Section 2.5(h) are intended to comply with the Department of Labor’s Regulations at 29 C.F.R. Sections 2510.3-21(a) and (c)(1). If these regulations are revoked, repealed or no longer effective, these representations will be deemed to not be in effect.

ERISA Fiduciary Representations. Each Class A-1, Class A-2, or Class B Note Owner that is an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, ERISA or a “plan” as defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code (collectively, a “Plan”) or an investor using Plan assets (together with a Plan, collectively, a “Plan Investor”), including any fiduciary purchasing the Notes on behalf of a plan (a “Plan Fiduciary”), will be deemed to have represented by its purchase of the Notes that: (i) none of the Sponsor, the Issuer, the underwriters for the Notes or any of their Affiliates (the “Transaction Parties”) has provided or will provide advice about the acquisition of the Notes by the Plan InvestorPlan, other than to the Plan Fiduciary, which is independent of the Transaction Parties and one of the following: (A) a bank defined in Section 202 of the Investment Advisers Act of 1940 or similar institution that is regulated and supervised and subject to periodic examination by a state or federal agency; (B) an insurance carrier qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Plan InvestorPlan; (C) an investment adviser registered under the Investment Advisers Act of 1940 or, if not registered an as an investment adviser by reason of paragraph (1) of Section 203A of the Investment Advisers Act of 1940, is registered as an investment adviser under the laws of the state in which it maintains its principal office and place of business; (D) a broker-dealer registered under the Exchange Act; or (E) a fiduciary, that at all times that the Plan Investor is invested in the Notes, has total assets of at least $50,000,000 under its management or control (except that this requirement will not be satisfied if the Plan Fiduciary is either (iI) the owner or a relative of the owner of an investing XXX IRA or (iiII) a participant or beneficiary or a relative of the participant or beneficiary, of the Plan Investor investing in the Notes in that capacity); (ii) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies, including the acquisition by the Plan Investor of the Notes; (iii) the Plan Fiduciary is a “fiduciary” with respect to the Plan Investor within the meaning of Section 3(21) of ERISA, Section 4975 of the Code or both, and is responsible for exercising independent judgment in evaluating the Plan’s acquisition of the Notes; (iv) neither the Plan Investor nor the Plan Fiduciary is paying or has paid any fee or other compensation directly to any of the Transaction Parties for investment advice (as opposed to other services) in connection with its acquisition or holding of the Notes; (v) none of the Transaction Parties has exercised any authority to cause the Plan Investor to invest in the Notes or to negotiate the terms of the Plan InvestorPlan’s investment in the Notes; and (viv) the Plan Fiduciary has been informed by the Transaction Parties: (A) that each of the Transaction Parties acknowledges that it is not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity capacity, in connection with the Plan InvestorPlan’s acquisition of the Notes; and (B) of the existence and nature of the Transaction Parties’ financial interests in the Plan InvestorPlan’s acquisition of the Notes as disclosed in the preliminary prospectus, dated May 10September 28, 2018 2017 or the prospectus, dated May 15October 3, 20182017. The representations in this Section 2.5(h5.2(b) are intended to comply with the Department of Labor’s Regulations at 29 C.F.R. Sections 2510.3-21(a) and (c)(1). If these regulations are revoked, repealed or no longer effective, these representations will be deemed to not be in effect.

ERISA Fiduciary Representations. Each Class A-1, Class A-2, or Class B Note Owner that is an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, a “plan” as defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code (collectively, a “Plan”) or an investor using Plan assets (together with a Plan, collectively, a “Plan Investor”), including any fiduciary purchasing the Notes on behalf of a plan (a “Plan Fiduciary”), will be deemed to have represented by its purchase of the Notes that: (i) none of the Sponsor, the Issuer, the underwriters for the Notes or any of their Affiliates (the “Transaction Parties”) has provided or will provide advice about the acquisition of the Notes by the Plan Investor, other than to the Plan Fiduciary, which is independent of the Transaction Parties and one of the following: (A) a bank defined in Section 202 of the Investment Advisers Act of 1940 or similar institution that is regulated and supervised and subject to periodic examination by a state or federal agency; (B) an insurance carrier qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Plan Investor; (C) an investment adviser registered under the Investment Advisers Act of 1940 or, if not registered as an investment adviser by reason of paragraph (1) of Section 203A of the Investment Advisers Act of 1940, is registered as an investment adviser under the laws of the state in which it maintains its principal office and place of business; (D) a broker-dealer registered under the Exchange Act; or (E) a fiduciary, that at all times that the Plan Investor is invested in the Notes, has total assets of at least $50,000,000 under its management or control (except that this requirement will not be satisfied if the Plan Fiduciary is either (iI) the owner or a relative of the owner of an investing XXX IRA or (iiII) a participant or beneficiary or a relative of the participant or beneficiary, of the Plan Investor investing in the Notes in that capacity); (ii) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies, including the acquisition by the Plan Investor of the Notes; (iii) the Plan Fiduciary is a “fiduciary” with respect to the Plan Investor within the meaning of Section 3(21) of ERISA, Section 4975 of the Code or both, and is responsible for exercising independent judgment in evaluating the Plan’s acquisition of the Notes; (iv) neither the Plan Investor nor the Plan Fiduciary is paying or has paid any fee or other compensation directly to any of the Transaction Parties for investment advice (as opposed to other services) in connection with its acquisition or holding of the Notes; (v) none of the Transaction Parties has exercised any authority to cause the Plan Investor to invest in the Notes or to negotiate the terms of the Plan Investor’s investment in the Notes; and (vi) the Plan Fiduciary has been informed by the Transaction Parties: (A) that each of the Transaction Parties acknowledges that it is not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity capacity, in connection with the Plan Investor’s acquisition of the Notes; and (B) of the existence and nature of the Transaction Parties’ financial interests in the Plan Investor’s acquisition of the Notes as disclosed in the preliminary prospectus, dated May 10March 8, 2018 or the prospectus, dated May 15March 13, 2018. The representations in this Section 2.5(h5.2(b) are intended to comply with the Department of Labor’s Regulations at 29 C.F.R. Sections 2510.3-21(a) and (c)(1). If these regulations are revoked, repealed or no longer effective, these representations will be deemed to not be in effect.

ERISA Fiduciary Representations. Each Class A or Class B Note Owner that is an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, ERISA or a “plan” as defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code (collectively, a “Plan”) or an investor using Plan assets (together with a Plan, collectively, a “Plan Investor”), including any fiduciary purchasing the Class A or Class B Notes on behalf of a plan (a “Plan Fiduciary”), will be deemed to have represented by its purchase of the Class A or Class B Notes that: (i) none of the Sponsor, the Issuer, the underwriters for the Class A or Class B Notes or any of their Affiliates (the “Transaction Parties”) has provided or will provide advice about the acquisition of the Class A or Class B Notes by the Plan InvestorPlan, other than to the Plan Fiduciary, which is independent of the Transaction Parties and one of the following: (A) a bank defined in Section 202 of the Investment Advisers Act of 1940 or similar institution that is regulated and supervised and subject to periodic examination by a state or federal agency; (B) an insurance carrier qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Plan InvestorPlan; (C) an investment adviser registered under the Investment Advisers Act of 1940 or, if not registered an as an investment adviser by reason of paragraph (1) of Section 203A of the Investment Advisers Act of 1940, is registered as an investment adviser under the laws of the state in which it maintains its principal office and place of business; (D) a broker-dealer registered under the Exchange Act; or (E) a fiduciary, that at all times that the Plan Investor is invested in the Class A or Class B Notes, has total assets of at least $50,000,000 under its management or control (except that this requirement will not be satisfied if the Plan Fiduciary is either (i) the owner or a relative of the owner of an investing XXX or (ii) a participant or beneficiary or a relative of the participant or beneficiary, of the Plan Investor investing in the Class A or Class B Notes in that capacity); (ii) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies, including the acquisition by the Plan Investor of the Class A or Class B Notes; (iii) the Plan Fiduciary is a “fiduciary” with respect to the Plan Investor within the meaning of Section 3(21) of ERISA, Section 4975 of the Code or both, and is responsible for exercising independent judgment in evaluating the Plan’s acquisition of the Class A or Class B Notes; (iv) neither the Plan Investor nor the Plan Fiduciary is paying or has paid any fee or other compensation directly to any of the Transaction Parties for investment advice (as opposed to other services) in connection with its acquisition or holding of the Notes; (v) none of the Transaction Parties has exercised any authority to cause the Plan Investor to invest in the Class A or Class B Notes or to negotiate the terms of the Plan InvestorPlan’s investment in the Class A or Class B Notes; and (viv) the Plan Fiduciary has been informed by the Transaction Parties: (A) that each of the Transaction Parties acknowledges that it is not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity in connection with the Plan InvestorPlan’s acquisition of the Class A or Class B Notes; and (B) of the existence and nature of the Transaction Parties’ financial interests in the Plan InvestorPlan’s acquisition of the Class A or Class B Notes as disclosed in the preliminary prospectus, dated May 10October 19, 2018 2017 or the prospectus, dated May 15October 24, 20182017. The representations in this Section 2.5(h) are intended to comply with the Department of Labor’s Regulations at 29 C.F.R. Sections 2510.3-21(a) and (c)(1). If these regulations are revoked, repealed or no longer effective, these representations will be deemed to not be in effect.

ERISA Fiduciary Representations. Each Class A or Class B Note Owner that is an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, a “plan” as defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code (collectively, a “Plan”) or an investor using Plan assets (together with a Plan, collectively, a “Plan Investor”), including any fiduciary purchasing the Notes on behalf of a plan (a “Plan Fiduciary”), will be deemed to have represented by its purchase of the Notes that: (i) none of the Sponsor, the Issuer, the underwriters for the Notes or any of their Affiliates (the “Transaction Parties”) has provided or will provide advice about the acquisition of the Notes by the Plan Investor, other than to the Plan Fiduciary, which is independent of the Transaction Parties and one of the following: (A) a bank defined in Section 202 of the Investment Advisers Act of 1940 or similar institution that is regulated and supervised and subject to periodic examination by a state or federal agency; (B) an insurance carrier qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Plan Investor; (C) an investment adviser registered under the Investment Advisers Act of 1940 or, if not registered as an investment adviser by reason of paragraph (1) of Section 203A of the Investment Advisers Act of 1940, is registered as an investment adviser under the laws of the state in which it maintains its principal office and place of business; (D) a broker-dealer registered under the Exchange Act; or (E) a fiduciary, that at all times that the Plan Investor is invested in the Notes, has total assets of at least $50,000,000 under its management or control (except that this requirement will not be satisfied if the Plan Fiduciary is either (iI) the owner or a relative of the owner of an investing XXX IRA or (iiII) a participant or beneficiary or a relative of the participant or beneficiary, of the Plan Investor investing in the Notes in that capacity); (ii) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies, including the acquisition by the Plan Investor of the Notes; (iii) the Plan Fiduciary is a “fiduciary” with respect to the Plan Investor within the meaning of Section 3(21) of ERISA, Section 4975 of the Code or both, and is responsible for exercising independent judgment in evaluating the Plan’s acquisition of the Notes; (iv) neither the Plan Investor nor the Plan Fiduciary is paying or has paid any fee or other compensation directly to any of the Transaction Parties for investment advice (as opposed to other services) in connection with its acquisition or holding of the Notes; (v) none of the Transaction Parties has exercised any authority to cause the Plan Investor to invest in the Notes or to negotiate the terms of the Plan Investor’s investment in the Notes; and (vi) the Plan Fiduciary has been informed by the Transaction Parties: (A) that each of the Transaction Parties acknowledges that it is not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity capacity, in connection with the Plan Investor’s acquisition of the Notes; and (B) of the existence and nature of the Transaction Parties’ financial interests in the Plan Investor’s acquisition of the Notes as disclosed in the preliminary prospectus, dated May 10March 8, 2018 or the prospectus, dated May 15March 13, 2018. The representations in this Section 2.5(h5.2(b) are intended to comply with the Department of Labor’s Regulations at 29 C.F.R. Sections 2510.3-21(a) and (c)(1). If these regulations are revoked, repealed or no longer effective, these representations will be deemed to not be in effect.

ERISA Fiduciary Representations. Each Class A or Class B Note Owner that is an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, a “plan” as defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code (collectively, a “Plan”) or an investor using Plan assets (together with a Plan, collectively, a “Plan Investor”), including any fiduciary purchasing the Class A or Class B Notes on behalf of a plan (a “Plan Fiduciary”), will be deemed to have represented by its purchase of the Class A or Class B Notes that: (i) none of the Sponsor, the Issuer, the underwriters for the Class A or Class B Notes or any of their Affiliates (the “Transaction Parties”) has provided or will provide advice about the acquisition of the Class A or Class B Notes by the Plan Investor, other than to the Plan Fiduciary, which is independent of the Transaction Parties and one of the following: (A) a bank defined in Section 202 of the Investment Advisers Act of 1940 or similar institution that is regulated and supervised and subject to periodic examination by a state or federal agency; (B) an insurance carrier qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Plan Investor; (C) an investment adviser registered under the Investment Advisers Act of 1940 or, if not registered as an investment adviser by reason of paragraph (1) of Section 203A of the Investment Advisers Act of 1940, is registered as an investment adviser under the laws of the state in which it maintains its principal office and place of business; (D) a broker-dealer registered under the Exchange Act; or (E) a fiduciary, that at all times that the Plan Investor is invested in the Class A or Class B Notes, has total assets of at least $50,000,000 under its management or control (except that this requirement will not be satisfied if the Plan Fiduciary is either (i) the owner or a relative of the owner of an investing XXX or (ii) a participant or beneficiary or a relative of the participant or beneficiary, of the Plan Investor investing in the Class A or Class B Notes in that capacity); (ii) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies, including the acquisition by the Plan Investor of the Class A or Class B Notes; (iii) the Plan Fiduciary is a “fiduciary” with respect to the Plan Investor within the meaning of Section 3(21) of ERISA, Section 4975 of the Code or both, and is responsible for exercising independent judgment in evaluating the Plan’s acquisition of the Class A or Class B Notes; (iv) neither the Plan Investor nor the Plan Fiduciary is paying or has paid any fee or other compensation directly to any of the Transaction Parties for investment advice (as opposed to other services) in connection with its acquisition or holding of the Notes; (v) none of the Transaction Parties has exercised any authority to cause the Plan Investor to invest in the Class A or Class B Notes or to negotiate the terms of the Plan Investor’s investment in the Class A or Class B Notes; and (vi) the Plan Fiduciary has been informed by the Transaction Parties: (A) that each of the Transaction Parties acknowledges that it is not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity in connection with the Plan Investor’s acquisition of the Class A or Class B Notes; and (B) of the existence and nature of the Transaction Parties’ financial interests in the Plan Investor’s acquisition of the Class A or Class B Notes as disclosed in the preliminary prospectus, dated May 10April 12, 2018 or the prospectus, dated May 15April 17, 2018. The representations in this Section 2.5(h) are intended to comply with the Department of Labor’s Regulations at 29 C.F.R. Sections 2510.3-21(a) and (c)(1). If these regulations are revoked, repealed or no longer effective, these representations will be deemed to not be in effect.

ERISA Fiduciary Representations. Each Class A or Class B Note Owner that is an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, ERISA or a “plan” as defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code (collectively, a “Plan”) or an investor using Plan assets (together with a Plan, collectively, a “Plan Investor”), including any fiduciary purchasing the Notes on behalf of a plan (a “Plan Fiduciary”), will be deemed to have represented by its purchase of the Notes that: (i) none of the Sponsor, the Issuer, the underwriters for the Notes or any of their Affiliates (the “Transaction Parties”) has provided or will provide advice about the acquisition of the Notes by the Plan InvestorPlan, other than to the Plan Fiduciary, which is independent of the Transaction Parties and one of the following: (A) a bank defined in Section 202 of the Investment Advisers Act of 1940 or similar institution that is regulated and supervised and subject to periodic examination by a state or federal agency; (B) an insurance carrier qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Plan InvestorPlan; (C) an investment adviser registered under the Investment Advisers Act of 1940 or, if not registered an as an investment adviser by reason of paragraph (1) of Section 203A of the Investment Advisers Act of 1940, is registered as an investment adviser under the laws of the state in which it maintains its principal office and place of business; (D) a broker-dealer registered under the Exchange Act; or (E) a fiduciary, that at all times that the Plan Investor is invested in the Notes, has total assets of at least $50,000,000 under its management or control (except that this requirement will not be satisfied if the Plan Fiduciary is either (iI) the owner or a relative of the owner of an investing XXX IRA or (iiII) a participant or beneficiary or a relative of the participant or beneficiary, of the Plan Investor investing in the Notes in that capacity); (ii) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies, including the acquisition by the Plan Investor of the Notes; (iii) the Plan Fiduciary is a “fiduciary” with respect to the Plan Investor within the meaning of Section 3(21) of ERISA, Section 4975 of the Code or both, and is responsible for exercising independent judgment in evaluating the Plan’s acquisition of the Notes; (iv) neither the Plan Investor nor the Plan Fiduciary is paying or has paid any fee or other compensation directly to any of the Transaction Parties for investment advice (as opposed to other services) in connection with its acquisition or holding of the Notes; (v) none of the Transaction Parties has exercised any authority to cause the Plan Investor to invest in the Notes or to negotiate the terms of the Plan InvestorPlan’s investment in the Notes; and (viv) the Plan Fiduciary has been informed by the Transaction Parties: (A) that each of the Transaction Parties acknowledges that it is not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity capacity, in connection with the Plan InvestorPlan’s acquisition of the Notes; and (B) of the existence and nature of the Transaction Parties’ financial interests in the Plan InvestorPlan’s acquisition of the Notes as disclosed in the preliminary prospectus, dated May 10September 28, 2018 2017 or the prospectus, dated May 15October 3, 20182017. The representations in this Section 2.5(h5.2(b) are intended to comply with the Department of Labor’s Regulations at 29 C.F.R. Sections 2510.3-21(a) and (c)(1). If these regulations are revoked, repealed or no longer effective, these representations will be deemed to not be in effect.

ERISA Fiduciary Representations. Each [Class A [or Class B]] Note Owner that is an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, a “plan” as defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code (collectively, a “Plan”) or an investor using Plan assets (together with a Plan, collectively, a “Plan Investor”), including any fiduciary purchasing the [Class A [or Class B]] Notes on behalf of a plan (a “Plan Fiduciary”), will be deemed to have represented by its purchase of the [Class A [or Class B]] Notes that: (i) none of the Sponsor, the Issuer, the underwriters for the [Class A [or Class B]] Notes or any of their Affiliates (the “Transaction Parties”) has provided or will provide advice about the acquisition of the [Class A [or Class B]] Notes by the Plan Investor, other than to the Plan Fiduciary, which is independent of the Transaction Parties and one of the following: (A) a bank defined in Section 202 of the Investment Advisers Act of 1940 or similar institution that is regulated and supervised and subject to periodic examination by a state or federal agency; (B) an insurance carrier qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Plan Investor; (C) an investment adviser registered under the Investment Advisers Act of 1940 or, if not registered as an investment adviser by reason of paragraph (1) of Section 203A of the Investment Advisers Act of 1940, is registered as an investment adviser under the laws of the state in which it maintains its principal office and place of business; (D) a broker-dealer registered under the Exchange Act; or (E) a fiduciary, that at all times that the Plan Investor is invested in the [Class A [or Class B]] Notes, has total assets of at least $50,000,000 under its management or control (except that this requirement will not be satisfied if the Plan Fiduciary is either (i) the owner or a relative of the owner of an investing XXX or (ii) a participant or beneficiary or a relative of the participant or beneficiary, of the Plan Investor investing in the [Class A [or Class B]] Notes in that capacity); (ii) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies, including the acquisition by the Plan Investor of the [Class A [or Class B]] Notes; (iii) the Plan Fiduciary is a “fiduciary” with respect to the Plan Investor within the meaning of Section 3(21) of ERISA, Section 4975 of the Code or both, and is responsible for exercising independent judgment in evaluating the Plan’s acquisition of the [Class A [or Class B]] Notes; (iv) neither the Plan Investor nor the Plan Fiduciary is paying or has paid any fee or other compensation directly to any of the Transaction Parties for investment advice (as opposed to other services) in connection with its acquisition or holding of the [Class A [or Class B]] Notes; (v) none of the Transaction Parties has exercised any authority to cause the Plan Investor to invest in the [Class A [or Class B]] Notes or to negotiate the terms of the Plan Investor’s investment in the [Class A [or Class B]] Notes; and (vi) the Plan Fiduciary has been informed by the Transaction Parties: (A) that each of the Transaction Parties acknowledges that it is not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity in connection with the Plan Investor’s acquisition of the [Class A [or Class B]] Notes; and (B) of the existence and nature of the Transaction Parties’ financial interests in the Plan Investor’s acquisition of the [Class A [or Class B]] Notes as disclosed in the preliminary prospectus, dated May 10, 2018 20 or the prospectus, dated May 15, 201820 . The representations in this Section 2.5(h) are intended to comply with the Department of Labor’s Regulations at 29 C.F.R. Sections 2510.3-21(a) and (c)(1). If these regulations are revoked, repealed or no longer effective, these representations will be deemed to not be in effect.