Common use of Source of Funds -- ERISA Clause in Contracts

Source of Funds -- ERISA. You further represent and warrant that either: (a) no part of the funds to be used by you to purchase the Bonds constitutes assets allocated to any separate account maintained by you; or (b) no part of the funds to be used by you to purchase the Bonds constitutes assets allocated to any separate account maintained by you such that the application of such funds constitutes a prohibited transaction under Section 406 of ERISA; or (c) all or part of such funds constitute assets of one or more separate accounts maintained by you, and you have disclosed to the Company the names of such employee benefit plans, whose assets in such separate account or accounts exceed 10% of the total assets or are expected to exceed 10% of the total assets of such account or accounts as of the date of such purchase, and the Company has advised you in writing (and in making the representations set forth in this clause (c) you are relying on such advice) that the Company is not a party- in-interest nor are the Bonds employer securities with respect to the particular employee benefit plans disclosed to the Company by you as aforesaid (for the purpose of this clause (c), all employee benefit plans maintained by the same employer or employee organization are deemed to be a single plan). As used in this Section 1.5, the terms "separate account," "party-in- interest," "employer securities" and "employee benefit plan" shall have the respective meanings assigned to them in ERISA. If, as contemplated in the foregoing clause (c), you are purchasing Bonds for one or more separate accounts maintained by you, and if it is intended that any of such accounts shall be deemed to be a separate holder of the Bonds allocated to such account, you have identified each such account in Schedule I and the principal amount of Bonds allocated to each such account, and the Company acknowledges and agrees that for all purposes of this Agreement, each such account shall be deemed to be a separate holder of the Bonds allocated to such account as aforesaid.

Source of Funds -- ERISA. You further represent and warrant that either: (a) no part of the funds to be used by you to purchase the Bonds constitutes assets allocated to any separate account maintained by you; or (b) no part of the funds to be used by you to purchase the Bonds constitutes assets allocated to any separate account maintained by you such that the application of such funds constitutes a prohibited transaction under Section 406 of ERISA; , or (c) all or part of such funds constitute assets of one or more separate accounts maintained by you, and you have disclosed to the Company the names of such employee benefit plans, . whose assets in such separate account or accounts exceed 10% of the total assets or are expected to exceed 10% of the total assets of such account or accounts as of the date of such purchase, . and the Company has advised you in writing (and in making the representations set forth in this clause (c) you are relying on such advice) that the Company is not a party- party-in-interest nor are the Bonds employer securities with respect to the particular employee benefit plans disclosed to the Company by you as aforesaid (for the purpose of this clause (c), . all employee benefit plans maintained by the same employer or employee organization are deemed to be a single plan). As used in 'this Section 1.5, . the terms "separate account,." "party-in- in-interest," ", employer securities" securities and "employee benefit plan" shall have the respective meanings assigned to them in ERISA. If, . as contemplated in the foregoing clause (c), . you are purchasing Bonds for one or more separate accounts maintained by you, . and if it is intended that any of such accounts shall be deemed to be a separate holder of the Bonds allocated to such account, you have identified each such account in Schedule I and the principal amount of Bonds allocated to each such account, . and the Company acknowledges acknowledge (yes and agrees that for all purposes of this Agreement, . each such account shall be deemed to be a separate holder of the Bonds allocated to such account as aforesaid.

Source of Funds -- ERISA. You further represent and warrant that either: (a) no part of the funds to be used by you to purchase the Bonds constitutes assets allocated to any separate account maintained by you; or (b) no part of the funds to be used by you to purchase the Bonds constitutes assets allocated to any separate account maintained by you such that the application of such funds constitutes a prohibited transaction under Section 406 of ERISA; or (c) all or part of such funds constitute assets of one or more separate accounts maintained by you, and you have disclosed to the Company the names of such employee benefit plans, whose assets in such separate account or accounts exceed 10% of the total assets or are expected to exceed 10% of the total assets of such account or accounts as of the date of such purchase, and the Company has advised you in writing (and in making the representations set forth in this clause (c) you are relying on such advice) that the Company is not a party- in-interest nor are the Bonds employer securities with respect to the particular employee benefit plans disclosed to the Company by you as aforesaid (for the purpose of this clause (c), all employee benefit plans maintained by the same employer or employee organization are deemed to be a single plan). As used in this Section 1.5, the terms "separate account," , "partyarty-in- interest," "employer securities" securities and "employee benefit plan" plan shall have the respective meanings assigned to them in ERISA. If, as contemplated in the foregoing clause (c), you are purchasing Bonds for one or more separate accounts maintained by you, and if it is intended that any of such accounts shall be deemed to be a separate holder of the Bonds allocated to such account, you have identified each such account in Schedule I and the principal amount of Bonds allocated to each such account, and the Company acknowledges and agrees that for all purposes of this Agreement, each such account shall be deemed to be a separate holder of the Bonds allocated to such account as aforesaid.

Source of Funds -- ERISA. You further represent and warrant warrant, with respect to the Notes being purchased by you, that either: (ai) the source of funds to be used by you to pay the purchase price of the Notes is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and there is no "employee benefit plan" (within the meaning of Section 3(3) of ERISA or Section 4975(e)(1) of the Code and treating as a single plan all plans maintained by the same employer or employee organization) with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceed ten percent (10%) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with your state of domicile; or (ii) no part of the funds to be used by you to purchase the Bonds constitutes assets allocated to any separate account maintained by you; or (b) no part of the funds to be used by you to purchase the Bonds constitutes such Notes will constitute assets allocated to any separate account maintained by you such that the application of such funds constitutes will constitute a prohibited transaction under Section 406 of ERISA; or (ciii) all or a part of such funds used by you to purchase such Notes will constitute assets of one or more separate accounts maintained by you, and you have disclosed to the Company the names of such employee benefit plans, plans whose assets in such separate account or accounts exceed 10% of the total assets or are expected to exceed 10% of the total assets of such account or accounts as of the date of such purchase, purchase and the Company has advised you in writing (and in making the representations set forth in this clause (c) you are relying on such advice) that the Company is not a party- party-in-interest nor are the Bonds Notes employer securities with respect to the particular employee benefit plans disclosed to the Company by you as aforesaid (for the purpose of this clause (ciii), all employee benefit plans maintained by the same employer or employee organization are deemed to be a single plan). As used in this Section 1.51.4(b), the terms "separate account," "party-in- in-interest," "employer securities," and "employee benefit plan" shall have the respective meanings assigned to them in ERISA. If, as contemplated in the foregoing clause (c), you are purchasing Bonds for one or more separate accounts maintained by you, and if it is intended that any of such accounts shall be deemed to be a separate holder of the Bonds allocated to such account, you have identified each such account in Schedule I and the principal amount of Bonds allocated to each such account, and the Company acknowledges and agrees that for all purposes of this Agreement, each such account shall be deemed to be a separate holder of the Bonds allocated to such account as aforesaid.