Common use of Source of Funds Clause in Contracts

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as defined in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount of the general account reserves and liabilities of 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 (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE"“Source”) to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "“insurance company general account" ” (as the term is defined in the United States Department of Labor Labor’s Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and “PTE”) 95-60) in respect thereof you represent that there is no "employee benefit plan" of which the reserves and liabilities (as defined in Section 3(3by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”) for the general account contract(s) held by or on behalf of ERISA and Section 4975(e)(1) any employee benefit plan together with the amount of the Code, treating as a single plan all reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization or affiliate thereof) with respect to which the amount of in the general account reserves and liabilities of all contracts held by or on behalf of such plan do not exceed ten percent (10%) % of the total reserves and liabilities of such the general account (exclusive of separate account liabilities) plus surplus, surplus as set forth in the NAIC Annual Statement filed with your such Purchaser’s state of domicile; or (b) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (bc), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (cd) the Source constitutes assets of an "“investment fund" ” (within the meaning of Part V of PTE 84-14 (the “QPAM Exemption”) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this clause (d); or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the “INHAM Exemption”) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(h) of the INHAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or (f) the Source is a governmental plan; or (g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (g); or (h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. You represent Each Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you it to pay the purchase price of the Notes to be purchased by you it hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as defined in within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) organization, with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan exceed plan, exceeds 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 for such Purchaser most recently filed with your such Purchaser's state of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have such Purchaser prior to the execution and delivery of this Agreement has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c) prior to the execution and delivery of this Agreement; or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as defined in United States Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE")) 95-60 (60 FR 35925, issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section section 3(3) of ERISA and Section 4975(e)(1section 4975(e) (1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount of the general account reserves and liabilities of all contracts held by or on behalf of such plan exceed ten percent (exceeds 10%) % of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC National Association of Insurance Commissioners' Annual Statement filed with your state of domiciledomicile and that such acquisition is eligible for and satisfies the other requirements of such exemption; or (b) if you are an insurance company, the Source does not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (bc), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (cd) the Source constitutes assets of an "investment fund" (within the meaning of Part part V of PTE 84-14 (the "QPAM Exemption")) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as defined in within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) the purchase of the Code, treating as a single plan all plans maintained Notes by you is eligible for and satisfies the same employer or employee organization or affiliate thereof) with respect to which the amount requirements of the general account reserves and liabilities of 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 domicilePTE 95-60; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no the conditions of Part I of the QPAM Exemption are satisfied, and (i) the identity of such QPAM and (ii) the names of all employee benefit plan's plans whose assets that are included in such investment fundfund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, when combined with or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of all other any employee benefit plans established or maintained by plan, other than a plan exempt from the same employer or by an affiliate coverage of ERISA. The Company shall deliver a certificate on the Closing Date which certificate shall state that it is neither a "party in interest" (within the meaning as defined in Title I, Section 3(14) of ERISA) nor a "disqualified person" (as defined in Section V(c)(14975(e)(2) of the QPAM ExemptionInternal Revenue Code of 1986, as amended), with respect to any plan identified pursuant to paragraphs (b) or (e) above. As used in this Section 6.2, the terms "employee benefit plan", "governmental plan", "party in interest" and "separate account" shall have the respective meanings assigned to such terms in Section 3 of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsERISA.

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE"“Source”) to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "“insurance company general account" as defined in ” within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE"), “PTE”) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan plan, all plans maintained by the same employer or employee organization or affiliate thereof) organization, with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan 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 State of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (bSection 6.2(b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part l(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this Section 6.2(c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this Section 6.2(e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

Source of Funds. (a) You represent to the Company that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (ai) no part of such funds constitutes assets allocated to any separate account maintained by you are an insurance company in which any employee benefit plan (or its related trust) has any interest; or (ii) to the extent that any part of such funds constitutes assets allocated to any separate account maintained by you, you have disclosed to the Company the name of each employee benefit plan whose assets in such account exceed 10% of the total assets of such account as of the date of such purchase (and for the Source is an "insurance company general account" as defined in Department purposes of Labor Prohibited Transaction Class Exemption this clause ("PTCE"ii), issued July 12, 1995, and in respect thereof you represent that there is no "all employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization are deemed to be a single plan); or affiliate thereof(iii) with respect such funds constitute assets of one or more specific employee benefit plans which you have identified in writing to which the amount Company; or (iv) no part of the such funds constitutes assets of any employee benefit plan. (b) If your source of funds includes assets of your insurance company general account (as defined in Section V(e) of Prohibited Transaction Class Exemption ("PTCE") 95-60), you represent to the Company that no employee benefit plan or employee benefit plans maintained by a single employer (including an "affiliate" thereof, as defined in Section V(a) of PTCE 95-60) or employee organization hold an interest or interests either as contractholders or as the beneficial owners of contracts in such general account, the reserves and liabilities for which exceed 10% of the sum of 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 your surplus, as set forth such reserves and liabilities and such surplus in each case being calculated in accordance with the NAIC Annual Statement filed with your state of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning applicable provisions of PTCE 9095-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or60. (c) As used in this Section, the Source constitutes assets of an terms "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included " and "separate account" shall have the respective meanings assigned to such terms in such investment fund, when combined with the assets Section 3 of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsERISA.

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as such term is defined in the Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) ("PTE 95-60") and in respect thereof you represent that as of the date of this Agreement there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the aggregate amount of the such general account account's reserves and liabilities of all for the contracts held by or on behalf of such employee benefit plan exceed ten percent and all other employee benefit plans maintained by the same employer (and affiliates thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee organization (in each case determined in accordance with the provisions of PTE 95-60) exceeds 10%) % of the total reserves and liabilities of such general account (as determined under PTE 95-60) (exclusive of separate account liabilities) plus surplus, surplus as set forth in the NAIC National Association of Insurance Commissioners Annual Statement filed with your state of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent The Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you it to pay the purchase price of the Notes to be purchased by you it hereunder: (a) if you are an insurance company and company, the Source is an "insurance company general account" as defined does not include assets allocated to any separate account maintained by you in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) has any interest, other than a separate account that is maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to your fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) are not affected in any manner by the investment performance 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 domicileaccount; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE 90Prohibited Transaction Exemption ("PTE") 00-1 0 (issued January 29xxxxxx Xxxxxxx 00, 19900000), or xx (iixx) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part 1(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" ", as such term is defined in Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995), and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the aggregate amount of the such general account account's reserves and liabilities of all for the contracts held by or on behalf of such plan and all other plans maintained by the same employer (and affiliates thereof as defined in section V(a)(1) of PTE 95-60) or by the same employee organization (in each case determined in accordance with PTE 95-60) exceeds or will exceed ten percent (10%) % of the total of all reserves and liabilities of such general account (determined in accordance with PTE 95-60, exclusive of separate account liabilities, plus any applicable surplus) plus surplus, as set forth in of the NAIC Annual Statement filed with your state date of domicilethe Closing; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have for any employee benefit plan or a group of plans disclosed to the Company in writing pursuant to this paragraph (b) (in response to which the Company has not advised you that it is a party in interest with respect to any such plan or group of plans), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e) and the Company has not advised you that it is a party in interest with respect to any such plan; or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. As used in this Section 6.2, the terms "employee benefit plan", "governmental plan", "party in interest" and "separate account" shall have the respective meanings assigned to such terms in section 3 of ERISA.

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you you. to pay the purchase price of the Notes to be purchased by you hereunder: (a) if you are an insurance company and company, the Source is an "insurance company general account" as defined does not include assets allocated to any separate account maintained by you in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) has any interest, other than a separate account that is maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to your fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) are not affected in any manner by the investment performance 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; oraccount; (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE 90Prohibited Transaction Exemption ("PTE") 00-1 0 (issued January 29xxxxxx Xxxxxxx 00, 19900000), or xx (iixx) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or; (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (j) the identity of such QPAM and (ji) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c);

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Series 1997-A Notes to be purchased by you hereunder: (a) if you are an insurance company and company, the Source is an "insurance company general account" as defined does not include assets allocated to any separate account maintained by you in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) has any interest, other than a separate account that is maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to your fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) are not affected in any manner by the investment performance 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 domicileaccount; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE Prohibited Transaction Exemption ("PTE") 90-1 0 (issued January 29xxxxxx Xxxxxxx 00, 19900000), or xx (iixx) a x bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as With respect to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunderfor a Loan: (ai) you are if such Purchaser is an insurance company and company, the Source is an "insurance company general accountINSURANCE COMPANY GENERAL ACCOUNT" as defined in within the meaning of the United States Department of Labor Labor's Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there the purchase of Notes by such Purchaser is no "employee benefit plan" (as defined in Section 3(3) eligible for and satisfies the requirements of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount of the general account reserves and liabilities of 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 domicilePTE 95-60; or (bii) the Source is either (ix) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (iiy) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have such Purchaser has disclosed to the Company in writing pursuant to this paragraph subsection (bii), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (ciii) (A) the Source constitutes assets of an "investment fundINVESTMENT FUND" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset managerQUALIFIED PROFESSIONAL ASSET MANAGER" or "QPAM" (within the meaning of Part V of the QPAM Exemption), (B) no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, (C) the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, (D) neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "CONTROL" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (E) both (1) the identity of such QPAM and (2) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this subsection (iii); or

Source of Funds. You represent that at At least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you such Purchaser to pay the purchase price of the Notes to be purchased by you such Purchaser hereunder: (ai) you are an insurance company and the Source is an "insurance company general account" (as the term is defined in the United States Department of Labor Labor's Prohibited Transaction Class Exemption ("PTCEPTE"), issued July 12, 1995, and ) 95-60) in respect thereof you represent that there is no "employee benefit plan" of which the reserves and liabilities (as defined in Section 3(3by the annual statement for life insurance companies Applied Industrial Technologies, Inc. February 25,2004 Page 3 approved by the National Association of Insurance Commissioners (the "NAIC ANNUAL STATEMENT")) for the general account contract(s) held by or on behalf of ERISA and Section 4975(e)(1) any employee benefit plan together with the amount of the Code, treating as a single plan all reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization or affiliate thereof) with respect to which the amount of in the general account reserves and liabilities of all contracts held by or on behalf of such plan do not exceed ten percent (10%) % of the total reserves and liabilities of such the general account (exclusive of separate account liabilities) plus surplus, surplus as set forth in the NAIC Annual Statement filed with your such Purchaser's state of domicile; or (bii) the Source is a separate account that is maintained solely in connection with such Purchaser's fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or (iii) the Source is either (ia) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (iib) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed by such Purchaser to the Company in writing pursuant to this paragraph clause (biii), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (civ) the Source constitutes assets of an "investment fund" (within the meaning of Part V of PTE 84-14 (the "QPAM ExemptionEXEMPTION")) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (a) the identity of such QPAM and (b) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this clause (iv); or Applied Industrial Technologies, Inc. February 25,2004 Page 4

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "“SOURCE"”) to be used by you to pay the purchase price of the Series 1998-A Notes to be purchased by you hereunder: (a) if you are an insurance company and company, the Source is an "insurance company general account" as defined does not include assets allocated to any separate account maintained by you in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) has any interest, other than a separate account that is maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to your fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) are not affected in any manner by the investment performance 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 domicileaccount; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE Prohibited Transaction Exemption (“PTE”) 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA; or (g) the Source is an “insurance company general account” as such term is defined in the Department of Labor Prohibited Transaction Class Exemption 95-60 (issued July 12, 1995) (“PTE 95-60”) and there is no “employee benefit plan” with respect to which the aggregate amount of such general account’s reserves and liabilities for the contracts held by or on behalf of such employee benefit plan and all other employee benefit plans maintained by the same employer (and affiliates thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee organization (in each case determined in accordance with the provisions of PTE 95-60) exceeds 10% of the total reserves and liabilities of such general account (as determined under PTE 95-60) (exclusive of separate account liabilities) plus surplus as set forth in the National Association of Insurance Commissioners Annual Statement filed with the state of domicile of such Purchaser. As used in this Section 6.2, the terms “EMPLOYEE BENEFIT PLAN”, “GOVERNMENTAL PLAN”, “PARTY IN INTEREST” and “SEPARATE ACCOUNT” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. (a) You represent to the Company that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (ai) no part of such funds constitutes assets allocated to any separate account maintained by you are an insurance company in which any employee benefit plan (or its related trust) has any interest; or (ii) to the extent that any part of such funds constitutes assets allocated to any separate account maintained by you, you have disclosed to the Company the name of each employee benefit plan whose assets in such account exceed 10% of the total assets of such account as of the date of such purchase (and for the Source is an "insurance company general account" as defined in Department purposes of Labor Prohibited Transaction Class Exemption this clause ("PTCE"ii), issued July 12, 1995, and in respect thereof you represent that there is no "all employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization are deemed to be a single plan); or (iii) such funds constitute assets of one or affiliate thereofmore specific employee benefit plans which you have identified in writing to the Company; or (iv) with respect to which the amount no part of the such funds constitutes assets of any employee benefit plan. (b) If your source of funds includes assets of your insurance company general account (as defined in Section V(e) of Prohibited Transaction Class Exemption ("PTCE") 95-60), you represent to the Company that no employee benefit plan or employee benefit plans maintained by a single employer (including an "affiliate" thereof, as defined in Section V(a) of PTCE 95-60) or employee organization hold an interest or interests either as contractholders or as the beneficial owners of contracts in such general account, the reserves and liabilities for which exceed 10% of the sum of 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 your surplus, as set forth such reserves and liabilities and such surplus in each case being calculated in accordance with the NAIC Annual Statement filed with your state of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning applicable provisions of PTCE 9095-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or60. (c) As used in this Section, the Source constitutes assets of an terms "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included " and "separate account" shall have the respective meanings assigned to such terms in such investment fund, when combined with the assets Section 3 of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsERISA.

Source of Funds. You represent (and each transferee of a Note, by accepting a Note, will be deemed to have represented and warranted to the Company as if it were a purchaser hereunder) that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: : (a) you are an insurance company and the Source is an "insurance company general account" as defined in within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan plan, all plans maintained by the same employer or employee organization or affiliate thereof) organization, with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan exceed plan, exceeds 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 or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; oror (c) (ci) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), (ii) no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, (iii) the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, (iv) neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company, and (v) (y) the identity of such QPAM and (z) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. As used in this Section 6.2, the terms "employee benefit plan", "governmental plan", "party in interest" and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA. If you or any prospective transferee of a Note identifies a plan pursuant to paragraphs (b), (c) or (e) above, the Company shall deliver a certificate on the Closing Date, with respect to you and on or prior to the date of any transfer of any Note, with respect to any prospective transferee, which certificate shall state (x) whether it is a party in interest or a "disqualified, person" (as defined in Section 4975(e)(2) of the Code), with respect to any plan identified pursuant to paragraphs (b) or (e) above, or (y) with respect to any plan, identified pursuant to paragraph (c) above, whether it or any "affiliate" (as defined in Section V(c) of the QPAM Exemption) has, at such time or during the immediately preceding one year, exercised the authority to appoint or terminate said QPAM as manager of the assets of any plan identified in writing pursuant to paragraph (c) above or to negotiate the terms of said XXXX's management agreement on behalf of any such identified plans. .

Source of Funds. You represent Each Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you it to pay the purchase price of the Notes to be purchased by you it hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as defined in within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) organization, with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan exceed plan, exceeds 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 for such Purchaser most recently filed with your such Purchaser's state of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have such Purchaser prior to the execution and delivery of this Agreement has disclosed to the Company Issuer in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Issuer and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Issuer in writing pursuant to this paragraph (c) prior to the execution and delivery of this Agreement; or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE"“Source”) to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as defined separate account that is maintained solely in Department of Labor Prohibited Transaction Class Exemption ("PTCE")connection with your fixed contractual obligations under which the amounts payable, issued July 12or credited, 1995, and in respect thereof you represent that there is no "to any employee benefit plan" plan (as defined or its related trust) which has an interest in Section 3(3such separate account and to any participant or beneficiary of any such employee benefit plan (including any annuitant) of ERISA and Section 4975(e)(1) are not affected in any manner by the investment performance of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount of the general account reserves and liabilities of 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 domicileaccount; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE Prohibited Transaction Class Exemption (“PTE”) 90-1 (issued January 29, 1990, as amended), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) , as amended), and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of employee benefit plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "“investment fund" (within fund"(within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(b), (c), (d) and (g) of the QPAM Exemption are satisfied, and neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Part V of the QPAM Exemption) owns a 5% or more interest in the Company, and the identity of (A) such QPAM and (B) all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (d); or (e) the Source is an “insurance company general account”, as such term is defined in PTE 95-60 (issued July 12, 1995, as amended), and there is no employee benefit plan with respect to which the aggregate amount of such general account’s reserves and liabilities for the contracts held by or on behalf of such employee benefit plan and all other employee benefit plans maintained by the same employer (and affiliates thereof as defined in section V(a)(1) of PTE 95-60) or by the same employee organization (in each case determined in accordance with the provisions of PTE 95-60) exceeds 10% of the total reserves and liabilities of such general account (as determined under PTE 95-60) (exclusive of separate account liabilities) plus surplus as set forth in the National Association of Insurance Commissioners Annual Statement filed with your state of domicile; or (f) the Source is one or more employee benefit plans which are managed by an “in-house asset manager,” as that term is defined in PTE 96-23 (issued April 10, 1996, as amended), the conditions of Part I(a), (b), (c), (f), (g) and (h) of such exemption have been met with respect to the purchase of the Notes and the identity of the in-house asset manager and of all employee benefit plans whose assets are included in the transaction have been disclosed to the Company in writing pursuant to this paragraph (f); or (g) the Source does not include assets of an employee benefit plan, other than a plan exempt from the coverage of ERISA and section 4975 of the Code; or (h) the source is a governmental plan. If you or any subsequent transferee of the Notes notifies the Company in writing that you or such transferee are relying on any representation contained in paragraphs (b), (c), (d) or (f) above, the Company shall deliver on the date of Closing and on the date of any applicable transfer, a certificate, which, if accurate, shall either state that (i) it is neither a “party in interest” (as defined in Title I, section 3(14) of ERISA) nor a “disqualified person” (as defined in section 4975(e)(2) of the Code), with respect to any plan identified pursuant to paragraphs (b), (d) or (f) above, or (ii) with respect to any plan identified pursuant to paragraph (c) above, neither it nor any “affiliate” (as defined in section V(c) of the QPAM Exemption) has at such time, nor during the immediately preceding one year, exercised the authority to appoint or terminate said QPAM as manager of any plan identified in writing pursuant to paragraph (c) above or to negotiate the terms of said QPAM’s management agreement on behalf of any such identified plan. As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA, except that the term “employee benefit plan” shall also include any “plan” as defined in section 4975(e)(1) of the Code.

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) if you are an insurance company and company, the Source is an "insurance company general account" as defined does not include assets allocated to any separate account maintained by you in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) has any interest, other than a separate account that is maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to your fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) are not affected in any manner by the investment performance 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 domicileaccount; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE 90Prohibited Transaction Exemption ("PTE") 00-1 0 (issued January 29xxxxxx Xxxxxxx 00, 19900000), or xx (iixx) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling

Source of Funds. You represent that at At least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and A. the Source is an "insurance company general account" ", as such term is defined in Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995), and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the aggregate amount of the such general account account's reserves and liabilities of all for the contracts held by or on behalf of such plan and all other plans maintained by the same employer (and affiliates thereof as defined in section V(a)(1) of PTE 95-60) or by the same employee organization (in each case determined in accordance with PTE 95-60) exceeds or will exceed ten percent (10%) % of the total of all reserves and liabilities of such general account (determined in accordance with PTE 95-60, exclusive of separate account liabilities, plus any applicable surplus) plus surplus, as set forth in of the NAIC Annual Statement filed with your state of domicileClosing Date; or (b) B. the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) C. the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this Subsection C; or D. the Source is a governmental plan; or E. the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this Subsection E; or F. the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Series 2001-A Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as such term is defined in the Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) ("PTE 95-60") and in respect thereof you represent that as of the date of this Agreement there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the aggregate amount of the such general account account's reserves and liabilities of all for the contracts held by or on behalf of such employee benefit plan exceed ten percent and all other employee benefit plans maintained by the same employer (and affiliates thereof as defined in section V(a)(1) of PTE 95-60) or by the same employee organization (in each case determined in accordance with the provisions of PTE 95-60) exceeds 10%) % of the total reserves and liabilities of such general account (as determined under PTE 95-60) (exclusive of separate account liabilities) plus surplus, surplus as set forth in the NAIC National Association of Insurance Commissioners Annual Statement filed with your state of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsof

Source of Funds. You represent Each Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you it to pay the purchase price of the Notes to be purchased by you it hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as defined in within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) organization, with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan exceed plan, exceeds 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 for such Purchaser most recently filed with your such Purchaser's state of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have such Purchaser prior to the execution and delivery of this Agreement has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c) prior to the execution and delivery of this Agreement; or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (ai) you are an insurance company and the Source is an constitutes assets allocated to your "insurance company general account" (as such term is defined in under Section V of the United States Department of Labor Labor's Prohibited Transaction Class Exemption ("PTCEPTE") 95- 60), issued July 12, 1995, and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount date of the general account reserves and liabilities of all contracts held by or on behalf of such plan exceed ten percent (10%) purchase of the total reserves Notes, you satisfy all of the applicable requirements for relief under Sections I and liabilities IV of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with your state of domicilePTE 95-60; or (bii) if you are an insurance company, the Source does not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or (iii) the Source is either (ia) an insurance company pooled separate account, within the meaning of PTCE 90XXX 00-1 0 (issued January 29xxxxxx Xxxxxxx 00, 19900000), or xx (iix) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (biii), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (civ) the Source constitutes assets asset of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the company and (a) the identity of such QPAM and (b) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to clause (iii); or

Source of Funds. You represent Each Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you such Purchaser to pay the purchase price of the Notes to be purchased by you it hereunder:: Lincoln Electric Holdings, Inc. Note Purchase Agreement The Lincoln Electric Company (a) you are an insurance company and the Source is an "insurance company general account" as defined in within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan plan, all plans maintained by the same employer or employee organization or affiliate thereof) organization, with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan exceed plan, exceeds 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 such Purchaser's state of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have such Purchaser has disclosed to the Company Obligors in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in either Obligor and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Obligors in writing pursuant to this paragraph (c); or

Source of Funds. You represent represented at the date of the Closing that at least one of the following statements is was an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) if you are an insurance company and company, the Source is an "insurance company general account" as defined does not include assets allocated to any separate account maintained by you in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) has any interest, other than a separate account that is maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to your fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) are not affected in any manner by the investment performance 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 domicileaccount; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE 90Prohibited Transaction Exemption ("PTE") 00-1 0 (issued January 29xxxxxx Xxxxxxx 00, 19900000), or xx (iixx) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source is an "insurance company general account" within the meaning of 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 (d) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (d); or

Source of Funds. You represent that at At least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you such Purchaser to pay the purchase price of the Notes to be purchased by you it hereunder: : (ai) you are an insurance company and the Source is an the "insurance company general account" of such Purchaser (as such term is defined in under Section V of the United States Department of Labor Labor's Prohibited Transaction Class Exemption ("PTCE") 95-60), issued July 12, 1995, and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount date of the general account reserves and liabilities of all contracts held by or on behalf of such plan exceed ten percent (10%) purchase of the total reserves Notes such Purchaser satisfies all of the applicable requirements for relief under Sections 1 and liabilities IV of such general account PTCE 95-60; (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with your state of domicile; or (bii) the Source is either (i) an insurance company pooled a separate account, within the meaning of PTCE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company account maintained by such Purchaser in writing pursuant to this paragraph (b), which no employee benefit plan or group plan, other than employee benefit plans identified on a list which has been furnished by such Purchaser to the Company, participates to the extent of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fundmore; or (ciii) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part 1(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (a) the identity of such QPAM and (b) the names of all employee benefit plan whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this clause (iii); (iv) the Source is a governmental plan; (v) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (v); or (vi) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. For the purpose of this paragraph 9B, the terms "separate account", "governmental plan", "party in interest" and "employee benefit plan" shall have the respective meanings specified in section 3 of ERISA.

Source of Funds. You represent Each Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you it to pay the purchase price of the Series 2003-A Notes to be purchased by you it hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as defined in within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) organization, with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan exceed plan, exceeds 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 for such Purchaser most recently filed with your such Purchaser's state of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have such Purchaser prior to the execution and delivery of this Agreement has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the XXXX Xxxxxxxxx) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c) prior to the execution and delivery of this Agreement; or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which prior to the execution and delivery of this Agreement has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA; or (g) the Source is an insurance company separate account maintained solely in connection with the fixed contractual obligations of the insurance company under which the amounts payable, or credited, to any employee benefit plan (or its related trust) and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account. If any Purchaser or any Additional Purchaser or any subsequent transferee of the Notes indicates that such Purchaser or any Additional Purchaser or such transferee is relying on any representation contained in paragraph (b), (c) or (e) above, the Company shall deliver on the date of issuance of such Notes and on the date of any applicable transfer a certificate, which shall either state that (i) it is neither a party in interest nor a "disqualified person" (as defined in Section 4975(e)(2) of the Code), with respect to any plan identified pursuant to paragraphs (b) or (e) above, or (ii) with respect to any plan, identified pursuant to paragraph (c) above, neither it nor any "affiliate" (as defined in Section V(c) of the QPAM Exemption) has at such time, and during the immediately preceding one year, exercised the authority to appoint or terminate said QPAM as manager of any plan identified in writing pursuant to paragraph (c) above or to negotiate the terms of said QPAM's management agreement on behalf of any such identified plan. As used in this Section 6.2, the terms "employee benefit plan", "governmental plan", "party in interest" and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. You represent Each Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you it to pay the purchase price of the Notes to be purchased by you it hereunder: (a) you are if such Purchaser is an insurance company and company, the Source is an "insurance company general account" as defined does not include assets allocated to any separate account maintained by such Purchaser in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) has any interest, other than a separate account that is maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to such Purchaser's fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) are not affected in any manner by the investment performance 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 domicileaccount; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE Prohibited Transaction Exemption ("PTE") 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have such Purchaser has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee em- ployee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent Each Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you such Purchaser to pay the purchase price of the Notes to be purchased by you such Purchaser hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as defined in within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan plan, all plans maintained by the same employer or employee organization or affiliate thereof) organization, with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan 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 by such Purchaser with your such Purchaser's state of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fundfind, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have such Purchaser has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the "QPAM Exemption") managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the

Source of Funds. You If you are an Institutional Accredited Investor, you represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) if you are an insurance company and company, the Source (i) is a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account or (ii) is an "insurance company general account" account as such term is used in PTE (as defined in Department of Labor Prohibited Transaction Class Exemption below) 95-60 ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount of the general account reserves and liabilities of 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 (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE 90Prohibited Transaction Exemption ("PTE") 00-1 0 (issued January 29xxxxxx Xxxxxxx 00, 19900000), or xx (iixx) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsaffiliate

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Series A Notes to be purchased by you hereunder: (a) if you are an insurance company and company, the Source is an "insurance company general account" as defined in within the meaning of Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTCE"), issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in within the meaning of Section 3(3) of ERISA and or Section 4975(e)(1) of the Code), treating as a single plan plan, all plans maintained by the same employer or employee organization or affiliate thereof) organization, with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan 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 (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE 90Prohibited Transaction Exemption ("PTE") 00-1 0 (issued January 29xxxxxx Xxxxxxx 00, 19900000), or xx (iixx) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part l(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a1) if you are an insurance company and company, the Source is an your "insurance company general account" as defined in Department of Labor Prohibited Transaction Class Exemption PTE 95-60 ("PTCE"60 FR 35925), issued July 12, 19951995 (hereinafter "PTE 95-60"), and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section section 3(3) of ERISA and Section section 4975(e)(1) of the Code, treating as a single plan all plans ) established or maintained by the same employer or employee organization or affiliate thereofCompany (and affiliates thereof as defined in section V(a)(1) of the PTE 95-60) with respect to which the amount of the general account reserves and liabilities of 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 National Association of Insurance Commissioners' Annual Statement filed with your state of domicile; or (b2) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph subparagraph (b2), no employee benefit plan or group of or plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c3) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsthe

Source of Funds. You represent that at least one of the following statements is an accurate representation as With respect to each source of funds (a --------------- "SOURCESource") to be used by you to pay the purchase price of the Notes to be purchased by you hereunderfor a Loan: (ai) you are if such Purchaser is an insurance company and company, the Source is an "insurance company general account" as defined in within the meaning of the United States Department of Labor Labor's Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there the purchase of Notes by such Purchaser is no "employee benefit plan" (as defined in Section 3(3) eligible for and satisfies the requirements of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount of the general account reserves and liabilities of 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 domicilePTE 95-60; or (bii) the Source is either (ix) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (iiy) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have such Purchaser has disclosed to the Company in writing pursuant to this paragraph subsection (bii), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (ciii) (A) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), (B) no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, (C) the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, (D) neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (E) both (1) the identity of such QPAM and (2) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this subsection (iii); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) if you are an insurance company and company, the Source is an "insurance company general account" as defined does not include assets allocated to any separate account maintained by you in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) has any interest, other than a separate account that is maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to your fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) are not affected in any manner by the investment performance 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 domicileaccount; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE Prohibited Transaction Exemption ("PTE") 90-1 (issued January 29xxxxxx Xxxxxxx 00, 19900000), or xx (iixx) a bank x xank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Series 1998-A Notes to be purchased by you hereunder: (a) if you are an insurance company and company, the Source is an "insurance company general account" as defined does not include assets allocated to any separate account maintained by you in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) has any interest, other than a separate account that is maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to your fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) are not affected in any manner by the investment performance 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 domicileaccount; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account," as such term is defined in the Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995), and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the aggregate amount of the such general account account's reserves and liabilities of all for the contracts held by or on behalf of such plan and all other plans maintained by the same employer (and affiliates thereof as defined in section V(a)(1) of PTE 95-60) or by the same employee organization (in each case determined in accordance with PTE 95-60) exceeds or will exceed ten percent (10%) % of the total of all reserves and liabilities of such general account (determined in accordance with PTE 95-60, exclusive of separate account liabilities, plus any applicable surplus) plus surplus, as set forth in of the NAIC Annual Statement filed with your state date of domicilethe Closing; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt or excluded from the coverage of ERISA. As used in this Section 6.2, the terms "employee benefit plan," "governmental plan" and "separate account" shall have the respective meanings assigned to such terms in section 3 of ERISA.

Source of Funds. You represent that at At least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you such Initial Purchaser to pay the purchase price of the Notes to be purchased by you hereunderPreferred Stock: (a) you are an insurance company and the Source is an "insurance company general account" as defined in within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan plan, all plans maintained by the same employer or employee organization or affiliate thereof) organization, with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan exceed ten percent (plan, exceeds 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 such Initial Purchaser’s state of domicile; or; (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have such Initial Purchaser has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or; (ci) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), (ii) no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, (iii) the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, (iv) neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (v) the identity of such QPAM and the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); (d) the Source is a governmental plan; (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. If any Initial Purchaser identifies a plan pursuant to paragraphs (b), (c) or (e) above, the Company shall deliver a certificate on the Closing Date to such Initial Purchaser, which certificate shall state (x) whether it is a party in interest or a "disqualified person" (as defined in Section 4975(e)(2) of the Code), with respect to any plan identified pursuant to paragraphs (b) or (e) above, or (y) with respect to any plan, identified pursuant to paragraph (c) above, whether it or any "affiliate" (as defined in Section V(c) of the QPAM Exemption) has, at such time or during the immediately preceding one year, exercised the authority to appoint or terminate said QPAM as manager of the assets of any plan identified in writing pursuant to paragraph (c) above or to negotiate the terms of said QPAM’s management agreement on behalf of any such identified plans. As used in this Section 5.10, the terms "employee benefit plan", "governmental plan", "party in interest" and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. You represent Such Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you such Purchaser to pay the purchase price of the Notes to be purchased by you such Purchaser hereunder: (a) you are if Purchaser is an insurance company and company, the Source is an "insurance company general account" as defined does not include assets allocated to any separate account maintained by Purchaser in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) has any interest, other than a separate account that is maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to your fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) are not affected in any manner by the investment performance 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 domicileaccount; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE Prohibited Transaction Exemption ("PTE") 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to clause (c); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an constitutes assets allocated to your "insurance company general account" (as such term is defined in under Section V of the United States Department of Labor Labor's Prohibited Transaction Class Exemption ("PTCEPTE") 95-60), issued July 12, 1995, and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount date of the general account reserves and liabilities of all contracts held by or on behalf of such plan exceed ten percent (10%) purchase of the total reserves Notes, you satisfy all of the applicable requirements for relief under Sections I and liabilities IV of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with your state of domicilePTE 95-60; or (b) if you are an insurance company, the Source does not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph clause (bc), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (cd) the Source constitutes assets asset of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to clause (c); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as defined in within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan plan, all plans maintained by the same employer or employee organization or affiliate thereof) organization, with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan exceed plan, exceeds 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 (b) the Source is either (i) an insurance company "pooled separate account, ," within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12152, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part l(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include or is deemed not to include under ERISA and the regulations thereunder, assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Notes and the Warrants to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" ", as such term is defined in Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995), and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the aggregate amount of the such general account account's reserves and liabilities of all for the contracts held by or on behalf of such plan and all other plans maintained by the same employer (and affiliates thereof as defined in section V(a)(1) of PTE 95-60) or by the same employee organization (in each case determined in accordance with PTE 95-60) exceeds or will exceed ten percent (10%) % of the total of all reserves and liabilities of such general account (determined in accordance with PTE 95-60, exclusive of separate account liabilities, plus any applicable surplus) plus surplus, as set forth in of the NAIC Annual Statement filed with your state date of domicilethe Closing; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Series 1997-A Notes to be purchased by you hereunder: (a) if you are an insurance company and company, the Source is an "insurance company general account" as defined does not include assets allocated to any separate account maintained by you in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) has any interest, other than a separate account that is maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to your fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) are not affected in any manner by the investment performance 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 domicileaccount; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE 90Prohibited Transaction Exemption ("PTE") 00-1 0 (issued January 29xxxxxx Xxxxxxx 00, 19900000), or xx (iixx) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetssame

Source of Funds. You represent Each Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you such Purchaser to pay the purchase price of the Notes to be purchased by you such Purchaser hereunder: (a) you are an insurance company and the Source is an "insurance company general accountINSURANCE COMPANY GENERAL ACCOUNT" (as the term is defined in Department of Labor Prohibited Transaction Class Exemption PTCE 95-60 ("PTCE"), issued July 12, 1995, and )) in respect thereof you represent that there is no "employee benefit plan" of which the reserves and liabilities (as defined in Section 3(3by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the "NAIC ANNUAL STATEMENT")) for the general account contract(s) held by or on behalf of ERISA and Section 4975(e)(1) any employee benefit plan together with the amount of the Code, treating as a single plan all reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTCE 95-60) or by the same employee organization or affiliate thereof) with respect to which the amount of in the general account reserves and liabilities of all contracts held by or on behalf of such plan do not exceed ten percent (10%) % of the total reserves and liabilities of such the general account (exclusive of separate account liabilities) plus surplus, surplus as set forth in the NAIC Annual Statement filed with your such Purchaser's state of domicile; or (b) the Source is a separate account that is maintained solely in connection with such Purchaser's fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account or to any participant or beneficiary of such plan (including any annuitant), are not affected in any manner by the investment performance of the separate account; or (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE 91-38 (issued July 12, 1991) and, except as you have such Purchaser has disclosed to the Company in writing pursuant to this paragraph (bc), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (cd) the Source constitutes assets of an "investment fundINVESTMENT FUND" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset managerQUALIFIED PROFESSIONAL ASSET MANAGER" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "CONTROL" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (d); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE"“Source”) to be used by you to pay the purchase price of the any Shelf Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "will constitute assets allocated to your “insurance company general account" ” (as such term is defined in under Section V of the United States Department of Labor Labor’s Prohibited Transaction Class Exemption ("PTCE"“PTE”) 95-60), issued July 12, 1995, and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount date of the general account reserves and liabilities of all contracts held by or on behalf of such plan exceed ten percent (10%) purchase of the total reserves Notes, you satisfy all of the applicable requirements for relief under Sections I and liabilities IV of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with your state of domicilePTE 95-60; or (b) if you are an insurance company, the Source will not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or (c) the Source will be either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (bc), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (cd) the Source constitutes assets will constitute the asset of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1V(c)(l) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, will exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption will be satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) will own a 5% or more interest in the company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund will have been disclosed to the Company in writing pursuant to clause (c); or (e) the Source will be a governmental plan; or (f) the Source will be one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (f); or (g) the Source will not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. As used in this paragraph 9B, the terms “employee benefit plan”, “governmental plan”, “party in interest” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE"“Source”) to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "constitutes assets allocated to your “insurance company general account" ” (as such term is defined in under Section V of the United States Department of Labor Labor’s Prohibited Transaction Class Exemption ("PTCE"“PTE”) 95-60), issued July 12, 1995, and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount date of the general account reserves and liabilities of all contracts held by or on behalf of such plan exceed ten percent (10%) purchase of the total reserves Notes, you satisfy all of the applicable requirements for relief under Sections I and liabilities IV of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with your state of domicilePTE 95-60; or (b) if you are an insurance company, the Source does not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph clause (bc), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (cd) the Source constitutes assets asset of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to clause (c); or (e) the Source is a governmental plan; or (f) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (f); or (g) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as defined in Department of Labor Prohibited Transaction Class Exemption ("PTCE")) 95-60 (60 FR 35925, issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount of the general account reserves and liabilities of 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 (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company Co-Issuers in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Section I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company or any of the Co-Issuers and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent Each Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you such Purchaser to pay the purchase price of the Notes and the Exchange Shares to be purchased by you it hereunder: (a) you are if such Purchaser is an insurance company and company, the Source is an "insurance company general account" as defined does not include assets allocated to any separate account maintained by such Purchaser in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) has any interest, other than a separate account that is maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to your fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) are not affected in any manner by the investment performance 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 domicileaccount; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE 90Prohibited Transaction Exemption ("PTE") 00-1 0 (issued January 29xxxxxx Xxxxxxx 00, 19900000), or xx (iixx) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent Each Purchaser represents, severally and not jointly, that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you such Purchaser to pay the purchase price of the Notes Securities to be purchased by you such Purchaser hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as defined in within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan plan, all plans maintained by the same employer or employee organization or affiliate thereof) organization, with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan exceed ten percent (plan, exceeds 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 such Purchaser's state of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have such Purchaser has disclosed to the Company Issuer in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Issuer and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Issuer in writing pursuant to this paragraph (c); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay purchase the purchase price of the Existing Notes to be purchased now held by you hereunderyou: (a) if you are an insurance company and company, the Source is an "insurance company general account" as defined did not include assets allocated to any separate account maintained by you in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) had any interest, other than a separate account that was maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to your fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) are not affected in any manner by the investment performance 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 domicileaccount; or (b) the Source is was either (i) an insurance company pooled separate account, within the meaning of PTCE 90Prohibited Transaction Exemption ("PTE") 00-1 0 (issued January 29xxxxxx Xxxxxxx 00, 19900000), or xx (iixx) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company Xxxxx in writing pursuant to this paragraph (b)Section 6.2(b) of the Existing Note Agreement, no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes constituted assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are were included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed exceeded 20% of the total client assetsassets managed by such QPAM, the conditions of Part 1(c) and (g) of the QPAM Exemption were satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owned a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to Xxxxx in writing pursuant to Section 6.2(c) of the Existing Note Agreement; or (d) the Source was a governmental plan; or (e) the Source was one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which was identified to Xxxxx in writing pursuant to this Section 6.2(e) of the Existing Note Agreement; or (f) the Source did not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA; or (g) the Source was an insurance company general account" as such term is defined in the Department of Labor Prohibited Transaction Class Exemption 95-60 (issued July 12, 1995) ("PTE 95-60") and there was no "employee benefit plan" with respect to which the aggregate amount of such general account's reserves and liabilities for the contracts held by or on behalf of such employee benefit plan and all other employee benefit plans maintained by the same employer (and affiliates thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee organization (in each case determined in accordance with the provisions of PTE 95-60) exceeded 10% of the total reserves and liabilities of such general account (as determined under PTE 95-60) (exclusive of separate account liabilities) plus surplus as set forth in the National Association of Insurance Commissioners Annual Statement filed with the state of domicile of such Purchaser. As used in this Section 6.2, the terms "EMPLOYEE BENEFIT PLAN", "GOVERNMENTAL PLAN", "PARTY IN INTEREST" and "SEPARATE ACCOUNT" shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. You represent Each Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE"“Source”) to be used by you it to pay the purchase price of the Notes to be purchased by you it hereunder: (a) you are an insurance company and the Source is an "“insurance company general account" as defined in ” within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE"), “PTE”) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) organization, with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan exceed plan, exceeds 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 for such Purchaser most recently filed with your such Purchaser’s state of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have such Purchaser prior to the execution and delivery of this Agreement has disclosed to the Company Issuer in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Issuer and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Issuer in writing pursuant to this paragraph (c) prior to the execution and delivery of this Agreement; or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which prior to the execution and delivery of this Agreement has been identified to the Issuer in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA; or (g) the Source is an insurance company separate account maintained solely in connection with the fixed contractual obligations of the insurance company under which the amounts payable, or credited, to any employee benefit plan (or its related trust) and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account. If any Purchaser or any subsequent transferee of the Notes indicates that such Purchaser or such transferee is relying on any representation contained in paragraph (b), (c) or (e) above, the Issuer shall deliver on the date of issuance of such Notes and on the date of any applicable transfer a certificate, which shall either state that (i) it is neither a party in interest nor a “disqualified person” (as defined in Section 4975(e)(2) of the Code), with respect to any plan identified pursuant to paragraphs (b) or (e) above, or (ii) with respect to any plan, identified pursuant to paragraph (c) above, neither it nor any “affiliate” (as defined in Section V(c) of the QPAM Exemption) has at such time, and during the immediately preceding one year, exercised the authority to appoint or terminate said QPAM as manager of any plan identified in writing pursuant to paragraph (c) above or to negotiate the terms of said QPAM’s management agreement on behalf of any such identified plan. As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan”, “party in interest” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. You represent Each Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you such Purchaser to pay the purchase price of the Notes to be purchased by you such Purchaser hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as defined in within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan plan, all plans maintained by the same employer or employee organization or affiliate thereof) organization, with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan exceed ten percent (plan, exceeds 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 such Purchaser's state of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have such Purchaser has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) (i) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), (ii) no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, (iii) the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, (iv) neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (v) the identity of such QPAM and the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. If any Purchaser or any prospective transferee of a Note identifies a plan pursuant to paragraphs (b), (c) or (e) above, the Company shall deliver a certificate on the Closing Date, with respect to such Purchaser and on or prior to the date of any transfer of any Note, with respect to any prospective transferee, which certificate shall state (x) whether it is a party in interest or a "disqualified person" (as defined in Section 4975(e)(2) of the Code), with respect to any plan identified pursuant to paragraphs (b) or (e) above, or (y) with respect to any plan, identified pursuant to paragraph (c) above, whether it or any "affiliate" (as defined in Section V(c) of the QPAM Exemption) has, at such time or during the immediately preceding one year, exercised the authority to appoint or terminate said QPAM as manager of the assets of any plan identified in writing pursuant to paragraph (c) above or to negotiate the terms of said QPAM's management agreement on behalf of any such identified plans. As used in this Section 6.2, the terms "employee benefit plan", "governmental plan", "party in interest" and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. You represent Each of you severally and not jointly represents, solely as to yourself that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as defined in Department Section V(e) of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995) and, except as you have disclosed to the Company in writing pursuant to this section (a), the amount of reserves and in respect thereof you represent that there is no "liabilities for the general account contract(s) held by or on behalf of any employee benefit plan" (as defined in Section 3(3) plan or group of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount of the general account reserves and liabilities of all contracts held by or on behalf of such plan do not exceed ten percent (10%) % of the total reserves and liabilities of such the general account (exclusive of separate account liabilities) plus surplus, surplus as set forth in the NAIC Annual Statement filed with your the state of domiciledomicile of the insurer; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 l (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE"“Source”) to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "“insurance company general account" as defined in ” within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE"), “PTE”) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan plan, all plans maintained by the same employer or employee organization or affiliate thereof) organization, with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan 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; oror STERIS CORPORATION NOTE PURCHASE AGREEMENT (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part l(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan”, “party in interest” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" (as the term is defined in Department of Labor Prohibited Transaction Class Exemption PTE 95-60 ("PTCE"), issued July 12, 1995, and )) in respect thereof you represent that there is no "employee benefit plan" of which the reserves and liabilities (as defined in Section 3(3by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the "NAIC Annual Statement")) for the general account contract(s) held by or on behalf of ERISA and Section 4975(e)(1) any employee benefit plan together with the amount of the Code, treating as a single plan all reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization or affiliate thereof) with respect to which the amount of in the general account reserves and liabilities of all contracts held by or on behalf of such plan do not exceed ten percent (10%) % of the total reserves and liabilities of such the general account (exclusive of separate account liabilities) plus surplus, surplus as set forth in the NAIC Annual Statement filed with your state of domicile; or (b) the Source is a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (bc), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (cd) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (d); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Series 2001-A Notes to be purchased by you hereunder: : (a) you are an insurance company and the Source is an "insurance company general account" as such term is defined in the Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) ("PTE 95-60") and in respect thereof you represent that as of the date of this Agreement there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the aggregate amount of the such general account account's reserves and liabilities of all for the contracts held by or on behalf of such employee benefit plan exceed ten percent and all other employee benefit plans maintained by the same employer (and affiliates thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee organization (in each case determined in accordance with the provisions of PTE 95-60) exceeds 10%) % of the total reserves and liabilities of such general account (as determined under PTE 95-60) (exclusive of separate account liabilities) plus surplus, surplus as set forth in the NAIC National Association of Insurance Commissioners Annual Statement filed with your state of domicile; or or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source is the assets of one or more employee benefit plans that are managed by an "in-house asset manager," as that term is defined in PTE 96-23 and such purchase and holding of the Notes is exempt under PTE 96-23; or (g) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. As used in this Section 6.2, the terms "employee benefit plan", "governmental plan" and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA. 7.

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an constitutes assets allocated to your "insurance company general account" (as such term is defined in under Section V of the United States Department of Labor Labor's Prohibited Transaction Class Exemption ("PTCEPTE") 95-60), issued July 12, 1995, and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount date of the general account reserves and liabilities of all contracts held by or on behalf of such plan exceed ten percent (10%) purchase of the total reserves Notes, you satisfy all of the applicable requirements for relief under Sections I and liabilities IV of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with your state of domicilePTE 95-60; or (b) if you are an insurance company, the Source does not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph clause (bc), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (cd) the Source constitutes assets asset of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to clause (c); or (e) the Source is a governmental plan; or (f) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (f); or (g) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. 41 As used in this paragraph 9B, the terms "EMPLOYEE BENEFIT PLAN", "GOVERNMENTAL PLAN", "PARTY IN INTEREST" and "SEPARATE ACCOUNT" shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. You represent Each Purchaser represents that at least one of the following statements is an accurate representation as to each the source of funds (a "SOURCE") to be used by you such Purchaser to pay the purchase price of the Notes to be purchased by you such Purchaser hereunder: (a) you are if such Purchaser is an insurance company company, no part of such funds constitutes assets allocated to any separate account maintained by such Purchaser in which an employee benefit plan (or its related trust) has any interest other than a separate account that is maintained solely in connection with its fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the Source investment performance of the separate account; or (b) if such Purchaser is an insurance company, to the extent that any of such funds constitutes assets allocated to any separate account maintained by such Purchaser, (i) such separate account is a "insurance company general pooled separate account" as defined in Department within the meaning of Labor Prohibited Transaction Class Exemption 90-1, in which case such Purchaser has disclosed to the Obligors the names of each employee benefit plan whose assets in such separate account exceed 10% of the total assets or are expected to exceed 10% of the total assets of such account as of the date of such purchase ("PTCE"and for the purposes of this subdivision (b), issued July 12, 1995, and in respect thereof you represent that there is no "all employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect are deemed to which the amount of the general account reserves and liabilities of 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 (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE 90-1 (issued January 29, 1990be a single plan), or (ii) such separate account contains only the assets of a bank collective investment fundspecific employee benefit plan, within the meaning of the PTCE 91-38 (issued July 12, 1991) and, except complete and accurate information as you have disclosed to the Company identity of which such Purchaser has delivered to the Obligors in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fundwriting; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by if such Purchaser is a "qualified professional asset manager" or "QPAM" (within as defined in Part V of Prohibited Transaction Class Exemption 84-14, issued March 13, 1984 (the meaning "QPAM Exemption")), all of such funds constitute assets of an "investment fund" (as defined in Part V of the QPAM Exemption)) managed by such Purchaser, no employee benefit plan's plan assets that which are included in such investment fund, when combined with the assets of all other employee benefit plans (i) established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and (ii) managed by such QPAMPurchaser, exceed 20% of the total client assetsassets managed by such Purchaser, the conditions of Section I(g) of the QPAM Exemption are satisfied and such Purchaser has disclosed to the Obligors the names of all employee benefit plans whose assets are included in such investment fund; or (d) if such Purchaser is other than an insurance company, all or a portion of such funds consists of funds which do not constitute assets of any employee benefit plan (other than a governmental plan exempt from the coverage of ERISA) and the remaining portion, if any, of such funds consists of funds which may be deemed to constitute assets of one or more specific employee benefit plans, complete and accurate information as to the identity of each of which such Purchaser has delivered to the Obligors in writing; or (e) if such Purchaser is an insurance company, to the extent that any of such funds constitutes assets of such Purchaser's general account, such Purchaser has disclosed to the Obligors the names of each employee benefit plan with respect to which the amount of the reserves and liabilities for such Purchaser's general account contracts held by or on behalf of such plan (within the meaning of Prohibited Transaction Class Exemption 95-60) exceed or are expected to exceed on the date of such purchase 10% of the total reserves and liabilities of such Purchaser's general account (and for the purposes of this subdivision (e), all employee benefit plans maintained by the same employer or employee organization are deemed to be a single plan).

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an constitutes assets allocated to your "insurance company general account" (as such term is defined in under Section V of the United States Department of Labor Labor's Prohibited Transaction Class Exemption ("PTCEPTE") 95-60), issued July 12, 1995, and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount date of the general account reserves and liabilities of all contracts held by or on behalf of such plan exceed ten percent (10%) purchase of the total reserves Notes, you satisfy all of the applicable requirements for relief under Sections I and liabilities IV of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with your state of domicilePTE 95-60; or (b) if you are an insurance company, the Source does not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph clause (bc), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (cd) the Source constitutes assets asset of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to clause (c); or

Source of Funds. You In the event that you maintain assets of an ERISA covered Plan that is related to the Company or an ERISA Affiliate, you represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) if you are an insurance company and company, the Source is an "insurance company general account" as defined does not include assets allocated to any separate account maintained by you in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) has any interest, other than a separate account that is maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to your fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) are not affected in any manner by the investment performance 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 domicileaccount; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE Prohibited Transaction Exemption ("PTE") 90-1 (issued January 29xxxxxx Xxxxxxx 00, 19900000), or xx (iixx) a bank x xxnk collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" ", as such term is defined in Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995), and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the aggregate amount of the such general account account's reserves and liabilities of all for the contracts held by or on behalf of such plan and all other plans maintained by the same employer (and affiliates thereof as defined in section V(a)(1) of PTE 95-60) or by the same employee organization (in each case determined in accordance with PTE 95-60) exceeds or will exceed ten percent (10%) % of the total of all reserves and liabilities of such general account (determined in accordance with PTE 95-60, exclusive of separate account liabilities, plus any applicable surplus) plus surplus, as set forth in of the NAIC Annual Statement filed with your state date of domicilethe Closing; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), 18 14 no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

Source of Funds. You represent Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE"“Source”) to be used by you it to pay the purchase price of the Notes to be purchased by you such Purchaser hereunder: (a) you are if it is an insurance company and company, the Source is an "insurance company general account" as defined does not include assets allocated to any separate account maintained by it in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) has any interest, other than a separate account that is maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to its fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) are not affected in any manner by the investment performance 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 domicileaccount; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE Prohibited Transaction Exemption (“PTE”) 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have it has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "“investment fund" ” (within the meaning of Part V of PTE 84-14 (issued March 13, 1984) (the “QPAM Exemption”) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM on a discretionary basis, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company, the Guarantor, the General Partner or The Xxxxxxxx Companies and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is an “insurance company general account”, as such term is defined in PTE 95-60 (issued July 12, 1995) and there is no employee benefit plan with respect to which the aggregate amount of such general account’s reserves and liabilities for the contracts held by or on behalf of such employee benefit plan and all other employee benefit plans maintained by the same employer (and affiliates thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee organization (in each case determined in accordance with the provisions of PTE 95-60) exceeds 10% of the total reserves and liabilities of such general account (as determined under PTE 95-60) (exclusive of separate account liabilities) plus surplus as set forth in the U.S. National Association of Insurance Commissioners Annual Statement filed with such Purchaser’s state of domicile; or (f) the Source is the assets of one or more employee benefit plans which are managed by an “in-house asset manager,” as that term is defined in PTE 96-23 (issued April 10, 1996), the conditions of Section I(a), (b), (c), (g) and (h) of such exemption have been met with respect to the purchase of the Notes and the names of all employee benefit plans whose assets are included in the transaction have been disclosed to the Company in writing pursuant to this clause (f); or (g) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA and Section 4975 of the Code. As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” “party in interest” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA except that the term “employee benefit plan” shall also include any “plan” as defined in Section 4975(e)(1) of the Code. If any Purchaser or any subsequent transferee of the Notes notifies the Company in writing that it or such transferee is relying on any representation contained in paragraphs (b), (c) or (f) above, it shall deliver to the Company on the date of Closing and on the date of any applicable transfer, a certificate, which shall either state that (i) the Company is neither a “party in interest” (as defined in Title I, Section 3(14) of ERISA) nor a “disqualified person” (as defined in Section 4975(e)(2) of the Code), with respect to any plan identified pursuant to paragraphs (b) or (f) above, or (ii) with respect to any plan identified pursuant to paragraph (c) above, neither the Company nor any “affiliate” (as defined in Section V(c) of the QPAM Exemption) has at such time, and during the immediately preceding one year, exercised the authority to appoint or terminate said QPAM as manager of any plan identified in writing pursuant to paragraph (c) above or to negotiate the terms of said QPAM’s management agreement on behalf of any such identified plan.

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" ", as such term is defined in Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995), and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the aggregate amount of the such general account account's reserves and liabilities of all for the contracts held by or on behalf of such plan and all other plans maintained by the same employer (and affiliates thereof as defined in section V(a)(1) of PTE 95-60) or by the same employee organization (in each case determined in accordance with PTE 95-60) exceeds or will exceed ten percent (10%) % of the total of all reserves and liabilities of such general account (determined in accordance with PTE 95-60, exclusive of separate account liabilities, plus any applicable surplus) plus surplus, as set forth in of the NAIC Annual Statement filed with your state date of domicilethe Closing; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" ", as such term is defined in Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995), and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the aggregate amount of the such general account account's reserves and liabilities of all for the contracts held by or on behalf of such plan and all other plans maintained by the same employer (and affiliates thereof as defined in section V(a)(1) of PTE 95-60) or by the same employee organization (in each case determined in accordance with PTE 95-60) exceeds or will exceed ten percent (10%) % of the total of all reserves and liabilities of such general account (determined in accordance with PTE 95-60, exclusive of separate account liabilities, plus any applicable surplus) plus surplus, as set forth in of the NAIC Annual Statement filed with your state date of domicilethe Closing; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such employer QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or by more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the same Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee organization and managed by such QPAMbenefit plan, exceed 20% other than a plan exempt from the coverage of the total client assetsERISA.

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you at any Closing hereunder: (a) you are an insurance company and the Source is an "insurance company general account" ", as such term is defined in Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995), and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the aggregate amount of the such general account account's reserves and liabilities of all for the contracts held by or on behalf of such plan and all other plans maintained by the same employer (and affiliates thereof as defined in section V(a)(1) of PTE 95-60) or by the same employee organization (in each case determined in accordance with PTE 95-60) exceeds or will exceed ten percent (10%) % of the total of all reserves and liabilities of such general account (determined in accordance with PTE 95-60, exclusive of separate account liabilities, plus any applicable surplus) plus surplus, as set forth in of the NAIC Annual Statement filed with your state date of domicilesuch Closing; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

Source of Funds. You represent Each of you represents separately and severally, solely as to yourself, that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as defined in Department Section V(e) of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995) and, except as you have disclosed to the Company in writing pursuant to this section (a), the amount of reserves and in respect thereof you represent that there is no "liabilities for the general account contract(s) held by or on behalf of any employee benefit plan" (as defined in Section 3(3) plan or group of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount of the general account reserves and liabilities of all contracts held by or on behalf of such plan do not exceed ten percent (10%) % of the total reserves and liabilities of such the general account (exclusive of separate account liabilities) plus surplus, surplus as set forth in the NAIC Annual Statement filed with your the state of domiciledomicile of the insurer; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 l (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) if you are an insurance company and company, the Source does not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or (b) if you are an "insurance company company, to the extent that the Source constitutes assets allocated to any general account" as defined in Department of Labor Prohibited Transaction Class Exemption ("PTCE")account maintained by you, issued July 12, 1995, and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount amount, if any, of the such general account account's reserves and liabilities of for all contracts held by or on behalf of such plan exceed ten percent (and all other plans maintained by the same employer or its affiliates or by the same employee organization exceeds 10%) % of the total of all reserves and liabilities of such general account at the date of purchase (exclusive of separate account liabilitiesall as determined under Prohibited Transaction Class Exemption ("PTE") plus surplus95-60 (issued July 12, as set forth in the NAIC Annual Statement filed with your state of domicile1995)); or (bc) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (bc), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (cd) the Source constitutes assets of an "investment fundINVESTMENT FUND" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset managerQUALIFIED PROFESSIONAL ASSET MANAGER" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "CONTROL" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (d); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) if you are an insurance company and company, the Source is an "insurance company general account" as defined does not include assets allocated to any separate account maintained by you in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) has any interest, other than a separate account that is maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to your fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) are not affected in any manner by the investment performance 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 domicileaccount; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE Prohibited Transaction Exemption ("PTE") 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source is an insurance company general account in respect of which the reserves and liabilities for the general account contract(s) held by or on behalf of any Benefit Plan (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the "NAIC Annual Statement")) together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other Benefit Plans maintained by the same employer (or affiliate thereof as defined in Prohibited Transaction Class Exemption 95-60) or by the same employee organization (as defined by the NAIC Annual Statement) in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with the state of domicile of the insurance company; or (d) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetswhen

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as defined in Department within the meaning of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" plan (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereoforganization) with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan exceed ten percent (exceeds 10%) % of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in your most recent annual statement in the NAIC Annual Statement form required by the National Association of Insurance Commissioners as filed with your state of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company, and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Prior Notes to be that were purchased by you hereunderunder the Prior Note Agreement: (a) if you are an insurance company and company, the Source is an "insurance company general account" as defined did not include assets allocated to any separate account maintained by you in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) had any interest, other than a separate account that was maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to your fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) were not affected in any manner by the investment performance 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 domicileaccount; or (b) the Source is was either (i) an insurance company pooled separate account, within the meaning of PTCE 90Prohibited Transaction Exemption ("PTE") 00-1 0 (issued January 29xxxxxx Xxxxxxx 00, 19900000), or xx (iixx) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company Parent in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes constituted assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Parent and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Parent in writing pursuant to this paragraph (c); or

Source of Funds. You represent Each Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you such Purchaser to pay the purchase price of the Notes to be purchased by you such Purchaser hereunder: (a) you are an insurance company and the Source is an "insurance company general accountINSURANCE COMPANY GENERAL ACCOUNT" as defined in within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan plan, all plans maintained by the same employer or employee organization or affiliate thereof) organization, with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan 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 by such Purchaser with your such Purchaser's state of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have such Purchaser has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fundINVESTMENT FUND" (within the meaning of Part V of the "QPAM Exemption") managed by a "qualified professional asset managerQUALIFIED PROFESSIONAL ASSET MANAGER" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" ", as such term is defined in Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995), and in respect thereof the purchase of the Notes by you represent that there is no "employee benefit plan" (as defined eligible for, and satisfies the requirements of, the exemption provided in Section 3(3) I of ERISA and Section 4975(e)(1) PTE 95-60 as in effect as of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount date of the general account reserves and liabilities of 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 domicilethis Agreement; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company or the Parent and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprising one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE"‘‘Source’’) to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) if you are an insurance company and company, the Source is an "insurance company general account" as defined does not include assets allocated to any separate account maintained by you in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) has any interest, other than a separate account that is maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to your fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) are not affected in any manner by the investment performance 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 domicileaccount; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE 90-1 Prohibited Transaction Exemption (‘‘PTE’’) 90–1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE 91-38 PTE 91–38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "‘‘investment fund" ’’ (within the meaning of Part V of the QPAM Exemption) managed by a "‘‘qualified professional asset manager" ’’ or "‘‘QPAM" ’’ (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of ‘‘control’’ in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent Each Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you it to pay the purchase price of the Notes to be purchased by you it hereunder: (a) you are if such Purchaser is an insurance company and company, the Source is an "insurance company general account" as defined does not include plan assets allocated to any separate account maintained by such Purchaser in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) has any interest, other than a separate account that is maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to such Purchaser's fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) are not affected in any manner by the investment performance 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 domicileaccount; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE 90Prohibited Transaction Exemption ("PTE") 00-1 0 (issued January 29xxxxxx Xxxxxxx 00, 19900000), or xx (iixx) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have such Purchaser has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as defined in United States Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE")) 95-60 (60 FR 35925, issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section section 3(3) of ERISA and Section 4975(e)(1section 4975(e) (1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount of the general account reserves and liabilities of all contracts held by or on behalf of such plan exceed ten percent (exceeds 10%) % of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus PLUS surplus, as set forth in the NAIC National Association of Insurance Commissioners' Annual Statement filed with your state of domiciledomicile and that such acquisition is eligible for and satisfies the other requirements of such exemption; or (b) if you are an insurance company, the Source does not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (bc), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (cd) the Source constitutes assets of an "investment fund" (within the meaning of Part part V of PTE 84-14 (the "QPAM ExemptionEXEMPTION")) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as such term is defined in the Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) ("PTE 95-60") and in respect thereof you represent that as of the date of this Agreement there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the aggregate amount of the such general account account's reserves and liabilities of all for the contracts held by or on behalf of such employee benefit plan exceed ten percent and all other employee benefit plans maintained by the same employer (and affiliates thereof as defined in section V(a)(1) of PTE 95-60) or by the same employee organization (in each case determined in accordance with the provisions of PTE 95-60) exceeds 10%) % of the total reserves and liabilities of such general account (as determined under PTE 95-60) (exclusive of separate account liabilities) plus surplus, surplus as set forth in the NAIC National Association of Insurance Commissioners Annual Statement filed with your state of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsthe

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) if you are re an insurance company and company, the Source is an "insurance company general account" as defined does not include assets allocated to any separate account maintained by you in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) has any interest, other than a separate account that is maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to your fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) are not affected in any manner by the investment performance 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 domicileaccount; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE Prohibited Transaction Exemption ("PTE") 90-1 (issued January 29, 1990), or (ii) a bank collective investment fundxxxxxxxxxx xxxx, within xxxxxx xxx xxxxxxx xx the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Notes to be purchased by you hereunderPurchase Price: (a) if you are an insurance company and company, the Source to be used by you is an "insurance company general account" as defined in within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), issued July 12, 1995, ) 95-60 and in respect thereof you represent that there is no "employee benefit plan" (as defined in within the meaning of Section 3(3) of ERISA and or Section 4975(e)(1) of the Code), treating as a single plan plan, all plans maintained by the same employer or employee organization or affiliate thereof) organization, with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan 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 (b) if you are an insurance company, the Source does not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (bc), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (cd) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (d); or

Source of Funds. (a) You represent to the Company that at least one of the following statements is an accurate representation as to each the source of funds (a "SOURCE") to be used by you to pay the purchase price of the Old Notes to be purchased by you hereunderunder the applicable Old Note Agreement as of the date of such purchase: (ai) no part of such funds constituted assets allocated to any separate account maintained by you are an insurance company in which any employee benefit plan (or its related trust) had any interest; or (ii) to the extent that any part of such funds constituted assets allocated to any separate account maintained by you, you have disclosed to the Company the name of each employee benefit plan whose assets in such account exceeded 10% of the total assets of such account as of the date of such purchase (and the Source is an "insurance company general account" as defined in Department for purposes of Labor Prohibited Transaction Class Exemption this subdivision ("PTCE"ii), issued July 12, 1995, and in respect thereof you represent that there is no "all employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization are deemed to be a single plan); or (iii) such funds constituted assets of one or affiliate thereofmore specific employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which you have identified in writing to the Company; or (iv) with respect to which no part of such funds constituted assets of any employee benefit plan. (b) To the amount extent that the source of the funds used by you included assets of your insurance company general account (as defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60), you represent to the Company that no employee benefit plan or employee benefit plans maintained by a single employer (including an “affiliate” thereof, as defined in Section V(a) of PTCE 95-60) or employee organization held an interest or interests either as contract holders or as the beneficial owners of contracts in such general account, the reserves and liabilities for which exceed 10% of the sum of 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 your surplus, as set forth such reserves and liabilities and such surplus in each case being calculated in accordance with the NAIC Annual Statement filed with your state of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning applicable provisions of PTCE 9095-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or60. (c) As used in this Section, the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no terms “employee benefit plan's assets that are included ” and “separate account” shall have the respective meanings assigned to such terms in such investment fund, when combined with the assets Section 3 of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsERISA.

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as defined in United States Department of Labor Prohibited Transaction Class Exemption Transaction ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(11) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount of the general account reserves and liabilities of all contracts held by or on behalf of such plan exceed ten percent (exceeds 10%) % of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC National Association of Insurance Commissioners' Annual Statement filed with your state of domiciledomicile and that such acquisition is eligible for and satisfies the other requirements of such exemption; or (b) if you are an insurance company, the Source does not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued 55 FR 2891, January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued 56 FR 31966, July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (bc), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (cd) the Source constitutes assets of an "investment fund" (within the meaning of Part part V of PTE 84-14 (49 FR 9494, March 13, 1984) (the "QPAM Exemption")) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (d); or

Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE"i) to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) you are an insurance company and the Source is an "insurance company general account" as defined in within the meaning of United States Department of Labor Prohibited Transaction Class Exemption ("PTCE"), ) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there is no "employee ---- benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan plan, all plans maintained by the same employer or employee organization or affiliate thereof) organization, with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan 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 the Source's State of domicile; or (bii) the Source is either (iA) an insurance company pooled separate account, within the meaning of PTCE 90-1 (issued January 29, 1990), or (iiB) a bank collective investment fundinvxxxxxxx xxxx, within the meaning of the PTCE xxxxxx xxx xxxxxxx xx xxx XXXE 91-38 (issued July 12, 1991) and, (except as you have disclosed to each other Participant, the Company Owner Trustee and the Lessee in writing pursuant to this paragraph (bii)), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (ciii) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of PTCE 84-14 issued March 13, 1984 (the "QPAM Exemption")), no employee benefit -------------- plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part 1(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in such Participant and (A) the identity of such QPAM and (B) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to each other Participant, the Owner Trustee and the Lessee in writing pursuant to this paragraph (iii); or

Source of Funds. You represent Each Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE"“Source”) to be used by you it to pay the purchase price of the Notes to be purchased by you it hereunder: (a) you are an insurance company and the Source is an "“insurance company general account" as defined in ” within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE"), “PTE”) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) organization, with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan exceed plan, exceeds 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 for such Purchaser most recently filed with your such Purchaser’s state of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have such Purchaser prior to the execution and delivery of this Agreement has disclosed to the Company Issuer in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Issuer and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Issuer in writing pursuant to this paragraph (c) prior to the execution and delivery of this Agreement; or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which prior to the execution and delivery of this Agreement has been identified to the Issuer in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA; or (g) the Source is an insurance company separate account maintained solely in connection with the fixed contractual obligations of the insurance company under which the amounts payable, or credited, to any employee benefit plan (or its related trust) and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account. If any Purchaser or any subsequent transferee of the Notes indicates that such Purchaser or such transferee is relying on any representation contained in paragraph (b), (c) or (e) above, the Issuer shall deliver on the date of issuance of such Notes and on the date of any applicable transfer a certificate, which shall either state that (i) it is neither a party in interest nor a “disqualified person” (as defined in Section 4975(e)(2) of the Code), with respect to any plan identified pursuant to paragraphs (b) or (e) above, or (ii) with respect to any plan, identified pursuant to paragraph (c) above, neither it nor any “affiliate” (as defined in Section V(c) of the QPAM Exemption) has at such time, and during the immediately preceding one year, exercised the authority to appoint or terminate said QPAM as manager of any plan identified in writing pursuant to paragraph (c) above or to negotiate the terms of said XXXX’s management agreement on behalf of any such identified plan. As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan”, “party in interest” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. You represent The Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you it to pay the purchase price of the Notes to be purchased by you it hereunder: (a) you are an insurance company and the Source is an "insurance company general account" ", as such term is defined in Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995), and in respect thereof you represent that there the purchase of the Notes by the Purchaser is no "employee benefit plan" (as defined eligible for, and satisfies the requirements of, the exemption provided in Section 3(3) I of ERISA and Section 4975(e)(1) PTE 95-60 as in effect as of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) with respect to which the amount date of the general account reserves and liabilities of 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 domicilethis Agreement; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have the Purchaser has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent Each Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you such Purchaser to pay the purchase price of the Notes to be purchased by you such Purchaser hereunder: (a) you are an insurance company and the Source is an "insurance company general accountINSURANCE COMPANY GENERAL ACCOUNT" as defined in within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCEPTE"), ) 95-60 (issued July 12, 1995, ) and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) organization, with respect to which the amount of the general account reserves and liabilities of for all contracts held by or on behalf of such plan 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 such Purchaser's state of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have such Purchaser has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fundINVESTMENT FUND" (within the meaning of Part V of the "QPAM Exemption") managed by a "qualified professional asset managerQUALIFIED PROFESSIONAL ASSET MANAGER" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. You represent Each Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCESource") to be used by you such Purchaser to pay the purchase price of the Notes to be purchased by you it hereunder: (a) you are if such Purchaser is an insurance company and company, the Source is an "insurance company general account" as defined does not include assets allocated to any separate account maintained by such Purchaser in Department of Labor Prohibited Transaction Class Exemption ("PTCE"), issued July 12, 1995, and in respect thereof you represent that there is no "which any employee benefit plan" plan (as defined or its related trust) has any interest, other than a separate account that is maintained solely in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer or employee organization or affiliate thereof) connection with respect to your fixed contractual obligations under which the amount of the general account reserves amounts payable, or credited, to such plan and liabilities of all contracts held by to any participant or on behalf beneficiary of such plan exceed ten percent (10%including any annuitant) are not affected in any manner by the investment performance 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 domicileaccount; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTCE Prohibited Transaction Exemption ("PTE") 90-1 (issued January 29xxxxxx Xxxxxxx 00, 19900000), or xx (iixx) a bank x xank collective investment fund, within the meaning of the PTCE PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assetsassets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or