Common use of Source of Funds Clause in Contracts

Source of Funds. Each Purchaser severally 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 such Purchaser to pay the purchase price of the Bonds to be purchased by such Purchaser under this Agreement: (a) the Source is an “insurance company general account” (within the meaning of PTE 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 such Purchaser’s state of domicile; (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; (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1, or (ii) a bank collective investment fund, within the meaning of PTE 91-38, and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(c), 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; (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of the QPAM Exemption) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(d); (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of the INHAM Exemption) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g) and Part I(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 Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(e); (f) the Source is a governmental plan; (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 Section 6.2(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. Each Purchaser severally represents as of the Execution Date and at the Closing that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementhereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan Employee Benefit Plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans Employee Benefit Plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account (as defined in Section 3 of ERISA (“Separate Account”)) liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile;; or (b) the Source is a separate account 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 Employee Benefit Plan (or its related trust) that has any interest in such separate account 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;Separate Account; or (c) the Source is either (i) an insurance company pooled separate accountSeparate Account, within the meaning of PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), no employee benefit plan 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 Separate Account or collective investment fund;; or (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit planEmployee Benefit Plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans Employee Benefit Plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans Employee Benefit Plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans Employee Benefit Plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 1020% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) IV of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3section IV(d) of the INHAM Exemption) owns a 105% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(sEmployee Benefit Plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this Section 6.2(eclause (e);; or (f) the Source is a governmental plan;plan (as defined in Section 3 of ERISA); or (g) the Source is one or more employee benefit plansEmployee Benefit Plans, or a separate account or trust fund comprised of one or more employee benefit plansEmployee Benefit Plans, each of which has been identified to the Company in writing pursuant to this Section 6.2(gclause (g); or (h) the Source does not include assets of any employee benefit planEmployee 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. Each Purchaser severally represents represents, as of the Execution Date and as of the Closing, that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementhereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 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 PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part Section VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither as of the last day of its most recent calendar quarter, the QPAM nor does not own a Person 10% or more interest in the Company and no person controlling or controlled by the QPAM maintains an ownership (applying the definition of “control” in Section VI(e) of the QPAM Exemption) owns a 20% or more interest in the Company that would cause (or less than 20% but greater than 10%, if such person exercises control over the QPAM and management or policies of the Company to be “related” within the meaning by reason of Part VI(hits ownership interest) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any each employee benefit plans whose plan having assets invested in the such investment fund, when combined with the assets of all other employee benefit plans established fund that equal or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) exceed 10% of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets total of such investment fund, fund have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) Section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) IV of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3Section IV(d) of the INHAM Exemption) owns a 10% 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 Section 6.2(eclause (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 Section 6.2(gclause (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 6.26.3, the terms “employee benefit plan”, ,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in Section section 3 of ERISA.

Source of Funds. Each Purchaser severally 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 such Purchaser to pay the purchase price of the Bonds MRP Shares to be purchased by such Purchaser under this it hereunder: Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Securities Purchase Agreement: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption ( “PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 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 PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1VI(c)(l) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 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 Part VI(c)(1VI(c)(l) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Securities Purchase Agreement (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the INHAM “/XXXX Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(eclause (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 Section 6.2(gclause (g); or (h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of Title I 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 section 3 of ERISA.

Source of Funds. Each Purchaser purchasing Series B Notes hereunder or any Shelf Notes in connection with any Shelf Closing severally represents that as of the Restatement Effective Date or on the Closing Day for such issuance of Shelf Notes, as applicable (or such later date when such Purchaser purchased such Notes or hereafter acquires any Notes from any other Purchaser), at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementit hereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 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 PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI V of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI V of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(hV(h) of the QPAM Exemption Exemption, and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 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 Part VI(c)(1V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) Section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) IV of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3Section IV(d) of the INHAM Exemption) owns a 105% 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 Section 6.2(eclause (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 Section 6.2(gclause (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 6.27.2, the terms “employee benefit plan”, ,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in Section section 3 of ERISA.

Source of Funds. Each Purchaser severally 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 such Purchaser to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementhereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Class Exemption (“PTE”) 95-60, as amended) in respect of which the amount of the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan (as defined in PTE 95-60, as amended) together with the amount of the reserves and liabilities (as defined by the NAIC Annual Statement) 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, as amended) or by the same employee organization 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 such Purchaser’s state of domicile;; or (b) the Source is a separate account of an insurance company that is maintained solely in connection with such Purchaser’s the fixed contractual obligations of the insurance company 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 PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, as amended and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), no employee benefit plan (as defined in such PTEs) 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI V of PTE 84-14, as amended (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI V of the QPAM Exemption), no assets of any employee benefit plan’s assets plan (as defined in the QPAM Exemption) that are managed by the QPAM 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 Part VI(c)(1Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any all employee benefit plans whose assets are included in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, fund have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) Section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) IV of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3Section IV(d) of the INHAM Exemption) owns a 105% 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 Section 6.2(eclause (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 Section 6.2(gclause (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 6.26.3, the terms “employee benefit plan”, ,” “governmental plan,” and “separate account” shall shall, unless otherwise indicated, have the respective meanings assigned to such terms in Section section 3 of ERISA.

Source of Funds. Each Purchaser severally represents represents, as of the Execution Date and as of the Closing, that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementhereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 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 PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI V of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI V of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither as of the last day of its most recent calendar quarter, the QPAM nor does not own a Person 10% or more interest in the Company and no person controlling or controlled by the QPAM maintains an ownership (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 20% or more interest in the Company that would cause (or less than 20% but greater than 10%, if such person exercises control over the QPAM and management or policies of the Company to be “related” within the meaning by reason of Part VI(hits ownership interest) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any each employee benefit plans whose plan having assets invested in the such investment fund, when combined with the assets of all other employee benefit plans established fund that equal or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) exceed 10% of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets total of such investment fund, fund have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) Section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) IV of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3Section IV(d) of the INHAM Exemption) owns a 105% 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 Section 6.2(eclause (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 Section 6.2(gclause (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 6.26.3, the terms “employee benefit plan”, ,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in Section section 3 of ERISA.

Source of Funds. Each Purchaser Initial Noteholder severally 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 such Purchaser Initial Noteholder to pay the purchase price of the Bonds Senior Notes to be purchased by such Purchaser under this AgreementInitial Noteholder hereunder: (ai) the Source is an “"insurance company general account” " (within as the meaning term is defined in the United States Department of PTE Labor's Prohibited Transaction Exemption ("PTE") 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “"NAIC Annual Statement”")) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 such Purchaser’s Noteholder's state of domicile;; or (bii) the Source is a separate account that is maintained solely in connection with such Purchaser’s Initial Noteholder'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 (ciii) the Source is either (ix) an insurance company pooled separate account, within the meaning of PTE 90-1, 1 or (iiy) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser Initial Noteholder to the Company Lessee and the Equity Investor in writing writing, at least five (5) days prior to the date of purchase, pursuant to this Section 6.2(cclause (iii), 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 (div) the Source constitutes assets of an “"investment fund” " (within the meaning of Part VI V of PTE 84-14 (the "QPAM Exemption")) managed by a “"qualified professional asset manager” " or “"QPAM” " (within the meaning of Part VI V of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(d); (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of the INHAM Exemption) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g) and Part I(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 Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(e); (f) the Source is a governmental plan; (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 Section 6.2(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.benefit

Source of Funds. Each Purchaser severally 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 such Purchaser to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementhereunder: (a) the Source is an “insurance company general account” (within the meaning of PTE Department of Labor Prohibited Transaction Exemption (“PTE”) 95-6060 (issued July 12, 1995) in and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization, with respect of to which the amount of the general account reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) all contracts held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(ssuch plan, exceed ten percent (10%) 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 in the general account do not exceed 10% of the total reserves and liabilities of the such general account (exclusive of separate account liabilities) plus surplus surplus, as set forth in the NAIC Annual Statement filed with 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; (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-11 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTE 91-3838 (issued July 12, 1991) and, except as disclosed by such Purchaser has disclosed to the Company in writing pursuant to this Section 6.2(cparagraph (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 (dc) the Source constitutes assets of an “investment fund” (within the meaning of Part VI V of the QPAM Exemption) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI V of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any all employee benefit plans whose assets are included in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, fund have been disclosed to the Company in writing pursuant to this Section 6.2(dparagraph (c);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of the INHAM Exemption) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g) and Part I(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 Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(e); (fd) the Source is a governmental plan;; or (ge) 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(gparagraph (e); or (hf) 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 subsequent transferee of the Notes of any Purchaser indicates that such Purchaser or such transferee is relying on any representation contained in paragraph (b), (c) or (e) above, the Company shall deliver on the applicable Closing Day 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 Internal Revenue Code of 1986, as amended), 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 section 3 of ERISA.

Source of Funds. Each At least one of the following statements was as of the date of the purchase of the Original Series 2017-A Notes an accurate representation as to each source of funds (a “Source”) used by such Series 2017-A Purchaser to pay the entire purchase price of such Original Series 2017-A Notes purchased by such Series 2017-A Purchaser under the Original Master Note Agreement, and each Purchaser (other than a Series 2017-A 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 such Purchaser to pay the entire purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementit hereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 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 PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI V of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI V of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any all employee benefit plans whose assets are included in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, fund have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3IV(d) of the INHAM Exemption) owns a 10% or more interest in the Company (as determined under Part IV(d) of the INHAM Exemption, as amended effective April 1, 2011) 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 Section 6.2(eclause (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 Section 6.2(gclause (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 section 3 of ERISA.

Source of Funds. Each The Purchaser severally represents represents, warrants and covenants that at least one of the following statements is an accurate representation as to itself or each source of funds (a “Source”) to be used by such the Purchaser to pay the purchase price of the Bonds Original Notes to be purchased by such the Purchaser under this Agreementhereunder: (a) it is not a Plan and is not acting on behalf of a Plan or using Plan Assets to purchase an Original Note; or (b) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 such the Purchaser’s state of domicile;; or (bc) the Source is a separate account that is maintained solely in connection with such the 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 (cd) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of PTE 91-38, 38 and, except as disclosed by such the Purchaser to the Company Issuer in writing pursuant to this Section 6.2(cclause (d), 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 (de) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company Issuer that would cause the QPAM and the Company Issuer to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company Issuer in writing pursuant to this Section 6.2(dclause (e);; or (ef) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company Issuer 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 Issuer in writing pursuant to this Section 6.2(eclause (f);; or (fg) the Source is a governmental plan;; or (gh) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plansplans and/or plans subject to Section 4975 of the Code, each of which has been identified to the Company Issuer in writing pursuant to this Section 6.2(g)clause (h) and none of clauses (b) to (g) applies to the Source; or (hi) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISAERISA and Section 4975 of the Code. As used in this Section 6.24.3, 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. Each Purchaser Purchaser, and each Person who receives a Note in an exchange therefor or transfer thereof pursuant to Section 13.2, severally 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 such Purchaser or transferee, as applicable, to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementor transferee, as applicable, hereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 in the general account do not exceed ten percent (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 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 PTE 90-1, or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as have been disclosed by such Purchaser to the Company in writing at least five (5) Business Days prior to the date this representation is made pursuant to this Section 6.2(cclause (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI V of the QPAM Exemption) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI V of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1Section V(c)(l) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than exceed (i) 20% of the total client assets managed by such QPAM, or (ii) 10% of the assets of the investment fund, the conditions of Part I(cParts 1(c), (d), (f) and Part I(g(g) of the QPAM Exemption are satisfied, neither and as of the last day of its most recent calendar quarter, the QPAM nor does not own a 10% or more interest in the Company and no Person controlling or controlled by the QPAM maintains an ownership (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 20% or more interest in the Company that would cause (or less than 20% but greater than 10%, if such person exercises control over the QPAM and management or policies of the Company to be “related” within the meaning by reason of Part VI(hits ownership interest) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any all employee benefit plans whose assets are included in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, fund have been disclosed to the Company in writing at least five (5) Business Days prior to the date this representation is made pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) Section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) IV of the INHAM Exemption), the conditions of Part Parts I(a), Part I(g(c), (d), (g) and Part I(h(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 Part IV(d)(3Section IV(d) of the INHAM Exemption) owns a 105% 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 at least five (5) Business Days prior to the date this representation is made pursuant to this Section 6.2(eclause (e);; or (f) the Source is a governmental plan;plan which is not subject to any law which is similar to section 406 of ERIS A or section 4975 of the Code; 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 at least five (5) Business Days prior to the date this representation is made pursuant to this Section 6.2(gclause (g); or (h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISAERISA and which is not subject to any law which is similar to sections 406 of ERISA or 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 section 3 of ERISA. In the event a Purchaser or transferee shall disclose a plan pursuant to clause (c), (d), (e) or (g) of this Section 6.2 and the Company is either a “party in interest” or “disqualified person” with respect to such plan, the Company shall promptly deliver a certificate to such Purchaser or transferee to such effect. In the event the Company is either a “party in interest” or “disqualified person” with respect to such plan, such Purchaser or transferee, as applicable, shall use a different Source to pay the purchase price of the Notes, and which source shall be able to make the representation set forth in this Section 6.2.

Source of Funds. Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each no source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementhereunder is derived from any Blocked Person or activities that violate, or would violate if engaged in by the Company, any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws and that at least one of the following statements is an accurate representation as to each Source to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 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 BlackRock Private Credit Fund Master Note Purchase Agreement (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption)) that is not ineligible to rely on the QPAM Exemption, no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g)(2) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(eclause (e);; or (f) the Source is a governmental plan;; or (g) none of clauses (a) through (f) apply to the Source and 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(gclause (g); oror BlackRock Private Credit Fund Master Note Purchase Agreement (h) the Source does not include assets of any employee benefit plan, other than a plan exempt from that is not subject to ERISA or section 4975 of the coverage of ERISACode. 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 section 3 of ERISA.

Source of Funds. Each Purchaser severally 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 such Purchaser to pay the purchase price of the Bonds Series 2006-A Notes to be purchased by such Purchaser under this Agreementhereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Class Exemption (“PTE”) 95-60, as amended) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan (as defined in PTE 95-60, as amended) together with the amount of the reserves and liabilities (as defined by the NAIC Annual Statement) 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, as amended) or by the same employee organization 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 such Purchaser’s state of domicile;; or (b) the Source is a an insurance company 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 PTE 90-1, as amended or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, as amended and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), no employee benefit plan (as defined in such PTEs) 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI V of PTE 84-14, as amended (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI V of the QPAM Exemption), no assets of any employee benefit plan’s assets plan (as defined in the QPAM Exemption) that are managed by the QPAM 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 Part VI(c)(1Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM maintains an ownership (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any all employee benefit plans whose assets are included in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, fund have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) Section IV of PTE 96-23, as amended (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) IV of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(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 Part IV(d)(3Section IV(d) of the INHAM Exemption) owns a 105% 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 Section 6.2(eclause (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 Section 6.2(gclause (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 6.26.3, the terms “employee benefit plan”, ,” “governmental plan,” and “separate account” shall have have, unless otherwise indicated, the respective meanings assigned to such terms in Section section 3 of ERISA.

Source of Funds. Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each no source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementhereunder is derived from any Blocked Person or activities that violate, or would violate if engaged in by the Company, any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws. In addition, at least one of the following statements is an accurate representation as to each Source to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE 95-60Labor’s Prohibited Transaction Exemption (“PTE”) 95‑60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 95-6095‑60) or by the same employee organization 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 such Purchaser’s state of domicile; (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; (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1, 90‑1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 91‑38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), 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; (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84‑14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; Blackrock Capital Investment Corporation Note Purchase Agreement (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96‑23 (the “INHAM Exemption”)) managed by an “in-house in‑house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(eclause (e); (f) the Source is a governmental plan; (g) none of clauses (a) – (f) apply to the Source and 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 heretofore identified to the Company in writing pursuant to this Section 6.2(gclause (g); or (h) the Source does not include assets of any employee benefit plan, other than a plan exempt from that is not subject to ERISA or section 4975 of the coverage of ERISACode. 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 section 3 of ERISA.

Source of Funds. Each Purchaser severally 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 such Purchaser to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementhereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan Employee Benefit Plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans Employee Benefit Plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account (as defined in Section 3 of ERISA (“Separate Account”)) liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile;; or (b) the Source is a separate account 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 Employee Benefit Plan (or its related trust) that has any interest in such separate account 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;Separate Account; or (c) the Source is either (i) an insurance company pooled separate accountSeparate Account, within the meaning of PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), no employee benefit plan 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 Separate Account or collective investment fund;; or (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit planEmployee Benefit Plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans Employee Benefit Plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans Employee Benefit Plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans Employee Benefit Plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 1020% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) IV of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3section IV(d) of the INHAM Exemption) owns a 105% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(sEmployee Benefit Plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this Section 6.2(eclause (e);; or (f) the Source is a governmental plan;plan (as defined in Section 3 of ERISA); or (g) the Source is one or more employee benefit plansEmployee Benefit Plans, or a separate account or trust fund comprised of one or more employee benefit plansEmployee Benefit Plans, each of which has been identified to the Company in writing pursuant to this Section 6.2(gclause (g); or (h) the Source does not include assets of any employee benefit planEmployee 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. Each Purchaser and each Transferee (by its acceptance of any Note purchased by such Transferee) severally 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 such Purchaser or such Transferee, as applicable, to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementor such Transferee, as applicable, hereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 such Purchaser’s or such Transferee’s state of domicile;; or (b) the Source is a separate account that is maintained solely in connection with such Purchaser’s or such Transferee’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 PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser or such Transferee to the Company in writing pursuant to this Section 6.2(cclause (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(d);clause (d);or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(eclause (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 Section 6.2(gclause (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 section 3 of ERISA.

Source of Funds. Each Purchaser purchasing any Notes at the Restatement Closing or in connection with any Shelf Closing severally represents that as of the Restatement Effective Date or on the Closing Day for such issuance of Notes, as applicable (or such later date when such Purchaser purchased such Notes or hereafter acquires any Notes from any other Purchaser), at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementit hereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 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 PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption Exemption, and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(eclause (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 Section 6.2(gclause (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 6.27.2, the terms “employee benefit plan”, ,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in Section section 3 of ERISA.

Source of Funds. Each Purchaser's acquisition and holding of Notes will not cause the Issuer or its managers or equity holders to be a fiduciary under ERISA. Each Purchaser severally and not jointly 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 such Purchaser to pay the purchase price Purchase Price of the Bonds Notes to be purchased by such Purchaser under this Agreementhereunder: (a) the Source is an “"insurance company general account” " (within as the meaning term is defined in the United States Department of PTE Labor's Prohibited Transaction Exemption ("PTE") 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “"NAIC Annual Statement”")) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 such Purchaser’s 's state of domicile;; or (b) the Source is a separate account that is maintained solely in connection with such Purchaser’s '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;account and do not constitute plan assets within the meaning of ERISA Section 3(42); or (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company Issuer in writing pursuant to this Section 6.2(c)clause c, 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 (d) the Source constitutes assets of an “"investment fund” " (within the meaning of Part VI of PTE 84-14 (the "QPAM Exemption")) managed by a “"qualified professional asset manager” " or “"QPAM” " (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s 's assets that are managed by the QPAM 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company Issuer that would cause the QPAM and the Company Issuer to be “"related” " within the meaning of Part VI(h) of the QPAM Exemption Exemption, and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company Issuer in writing pursuant to this Section 6.2(d);clause d; or (e) the Source constitutes assets of a “"plan(s)” " (within the meaning of Part IV(h) of PTE 96-23 (the "INHAM Exemption")) managed by an “"in-house asset manager” " or “"INHAM” " (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “"control” " in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company Issuer 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 Issuer in writing pursuant to this Section 6.2(e);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 Issuer in writing pursuant to this Section 6.2(g)clause g; or (h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISAERISA or any plan subject to Section 4975 of the Code. As used in this Section 6.27.3, the terms “"employee benefit plan”, “," "governmental plan” ," and “"separate account” " shall have the respective meanings assigned to such terms in Section section 3 of ERISA.

Source of Funds. Each Purchaser severally of the Lenders hereby represents and warrants to each Borrower 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 such Purchaser Lender in connection with the financing hereunder (referred to pay in this SECTION 10.19 as a "SOURCE"): (i) the purchase price Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA; (ii) the Source is either a "plan" as such term is defined in Section 3(3) of ERISA or Section 4975(e) of the Bonds Code (an "ERISA PLAN"), more than one ERISA Plan or a separate account or trust fund comprised of one or more ERISA Plans, each of which has been identified to be purchased by such Purchaser under the Group Companies in writing pursuant to this Agreement:PARAGRAPH (ii); (aiii) the Source is an “"insurance company general account” " as the term is defined in Prohibited Transaction Exemption (within the meaning of "PTE") 95-60 (issued July 12, 1995 as amended by PTE 2002-13 ("PTE 95-60")) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans ERISA 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 contracts(s) held by or on behalf of any ERISA Plan maintained by the same employer (or affiliate thereof as defined in within the meaning of Section V(a) of PTE 95-60) or by the same employee organization in the general account do to 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 such Purchaser’s your state of domicile; (biv) the Source is a separate account of an insurance company that is maintained by the Lender solely in connection with such Purchaser’s Lender's fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan an ERISA Plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan ERISA Plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; (cv) the Source is either (ix) an insurance company pooled separate account, within the meaning of PTE 90-11 (issued January 29, 1990), or (iiy) a bank collective investment fund, within the meaning of the PTE 91-3838 (issued July 12, 1991) and, except as the Lender has disclosed by such Purchaser to the Company Group Companies in writing pursuant to this Section 6.2(cPARAGRAPH (v), no employee benefit plan ERISA Plan or group of plans ERISA 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; (dvi) the Source constitutes assets of an “"investment fund” " (within the meaning of Part VI V of the QPAM Exemption) managed by a “"qualified professional asset manager” " or “"QPAM” " (within the meaning of Part VI V of the QPAM Exemption), no employee benefit plan’s ERISA Plan's assets that are managed by the QPAM included in such investment fund, when combined with the assets of all other employee benefit plans ERISA Plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than exceed 20% of the total client assets managed by such QPAM, the conditions of Part Section I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest (applying the definition of "control" in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(hSection V(e) of the QPAM Exemption Exemption) owns a 5% or more interest in the Parent Borrower and (ix) the identity of such QPAM and (iiy) the names of any employee benefit plans all ERISA Plans whose assets are included in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, fund have been disclosed to the Company Group Companies in writing pursuant to this Section 6.2(dPARAGRAPH (vi); (evii) the Source constitutes assets of a “plan(s)” ("plan" or more than one "plan" within the meaning of Part IV(h) IV of PTE 96-23 (the "INHAM ExemptionEXEMPTION") managed by an “"in-house asset manager” " or “"INHAM” (" within the meaning of Part IV(a) IV of the INHAM Exemption), the conditions of Part Sections I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “"control” " in Part IV(d)(3Section IV(d) of the INHAM Exemption) owns a 105% or more interest in the Company Parent Borrower and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(sERISA Plan(s) whose assets constitute the Source have been disclosed to the Company Group Companies in writing pursuant to this Section 6.2(ePARAGRAPH (vii);; or (fviii) the Source is a governmental plan; (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 Section 6.2(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 6.2SECTION 10.19, 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. Each Purchaser severally represents 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 such Purchaser you to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementyou hereunder: (a) 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 (b) the Source is an “"insurance company general account” " (within as the meaning of PTE term is defined in Prohibited Transaction Exemption (PTE) 95-6060 (issued July 12, 1995)) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 such Purchaser’s 's state of domicile; (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 PTE Prohibited Transaction Exemption ("PTE") 90-11 (issued January 29, 1990), or (ii) a bank collective investment fundxxxxxxxxxx xxxxxxxxxx xxxx, within the xxxxxx xxx meaning of the PTE 91-3838 (issued July 12, 1991) and, except as you have disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cparagraph (c), 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 (d) the Source constitutes assets of an “"investment fund” " (within the meaning of Part VI V of the QPAM Exemption) managed by a “"qualified professional asset manager” " or “"QPAM” " (within the meaning of Part VI V of the QPAM Exemption), no employee benefit plan’s 's assets that are managed by the QPAM 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 Part VI(c)(1Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any all employee benefit plans whose assets are included in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, fund have been disclosed to the Company in writing pursuant to this Section 6.2(d); paragraph (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of the INHAM Exemption) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g) and Part I(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 Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(e); (f) the Source is a governmental plan; (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 Section 6.2(gd); 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. Each Purchaser severally represents on the date hereof and on each Closing Date applicable to such Purchaser that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementon such Closing Date hereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 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 PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(eclause (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 Section 6.2(gclause (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 section 3 of ERISA.

Source of Funds. Each Purchaser severally 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 such Purchaser to pay the purchase price of the Bonds MRP Shares to be purchased by such Purchaser under this Agreementit hereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account CLEARBRIDGE ENERGY MLP TOTAL RETURN FUND INC. Securities Purchase Agreement contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 such Purchaser’s state of domicile;; or (b) the Source is a an insurance company 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 PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company Fund in writing pursuant to this Section 6.2(cclause (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company Fund that would cause the QPAM and the Company Fund to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company Fund in writing pursuant to this Section 6.2(d);clause (d);or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of CLEARBRIDGE ENERGY MLP TOTAL RETURN FUND INC. Securities Purchase Agreement “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company Fund 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 Fund in writing pursuant to this Section 6.2(eclause (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 Fund in writing pursuant to this Section 6.2(gclause (g); or (h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of Title I 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 section 3 of ERISA.

Source of Funds. Each Purchaser severally represents that at least one One or both of the following statements two representations is true with respect to such Purchaser: (i) Such Purchaser is an accurate representation as to each source of "insurance company" and the funds (a “Source”) to be being used by such Purchaser to pay the purchase price of the Bonds to be Notes being purchased by such Purchaser under this Agreement: (a) hereunder constitute assets of the Source is an “Purchaser's "insurance company general account” " (within the meaning as both such terms are defined in Section V of PTE United States Department of Labor Prohibited Transaction Class Exemption ("PTCE" 95-60) ), the Purchaser has disclosed to the Company the names of all employee benefit plans having an interest as contractholder in respect of such insurance company general account as to which the amount of the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit such plan together with the amount (determined under Section 807(d) of the reserves and Code) exceed 10% of the total of all liabilities for of the genera l account or are expected to exceed 10% of the total of all liabilities of the general account contract(sas of the date of such purchase, and, as of the date of the purchaser, such Purchaser satisfies all of the applicable requirements for relief under Section IV of PTCE 95-60. (ii) held The funds being used by such Purchaser to pay the purchase price of the Notes being purchased by such Purchaser hereunder constitute assets of one or on behalf more separate accounts maintained by it, and it has disclosed to the Company the names of all employee benefit plans whose assets in such separate account or accounts exceed 10% of the total assets or are expected to exceed 10% of the total assets of such separate account or accounts as of the date of such purchase, and the Purchase r will comply with the record keeping requirements of Section III of PTCE 90-1 or any other successor thereto. For the purpose of this paragraph 9B, all employee benefit plans maintained by the same employer (or affiliate thereof or, for purposes of clause (i), by an employer and any affiliates of such employer as defined in PTE Section V(A) of PTCE 95-60) or by the same employee organization 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 such Purchaser’s state of domicile; (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; (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1, or (ii) a bank collective investment fund, within the meaning of PTE 91-38, and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(c), 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; (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of the QPAM Exemption) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed are deemed to the Company in writing pursuant to this Section 6.2(d); (e) the Source constitutes assets of be a “plan(s)” (within the meaning of Part IV(h) of the INHAM Exemption) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g) and Part I(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 Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(e); (f) the Source is a governmental single plan; (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 Section 6.2(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 6.2paragraph 9B, the terms “"separate account", employee benefit plan”", “governmental plan” "employer", and “separate account” "employee organization" shall have the respective meanings assigned to such terms set forth in Section 3 of ERISA.

Source of Funds. Each Purchaser severally represents 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 such Purchaser you to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementyou hereunder: (a) General Account -- 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 95-60 (within the meaning of PTE "PTCE 95-60") in respect of which the reserves (issued July 12, 1995), and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any there is no employee benefit plan, treating as a single plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit all plans maintained by the same employer (or affiliate and affiliates thereof as defined in PTE section V(a)(1) of PTCE 95-60) or by the same employee organization in with respect to which the amount of the general account do not reserves and liabilities for all contracts held by or on behalf of such plan, exceed 10% of the total reserves and liabilities of the such general account as determined under PTCE 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 such Purchaser’s your state of domicile;; or (b) Separate Account -- the Source is a "separate account" (as define section 3 of ERISA): (i) 10% Pooled Separate Account -- that is an insurance company pooled separate account, within the meaning of Department of Labor Prohibited Transaction Class Exemption 90-1 (issued January 29, 1990) and to the extent that there are any plans whose assets in such separate account exceed 10% of the assets of such separate account, you have disclosed the names of such plans to the Company in writing; or (ii) Identified Plan Assets -- that is comprised of employee benefit plans identified by you in writing and with respect to which the Company hereby warrants and represents that, as of the date of the Closing, neither the Company nor any ERISA Affiliate is a "party in interest" (as defined in section 3 of ERISA) or a "disqualified person" (as defined in section 4975 of the IRC) with respect to any plan so identified; or (iii) Guaranteed Separate Account -- that is maintained solely in connection with such Purchaser’s fixed contractual obligations of an insurance company, under which the any amounts payable, or credited, to any employee benefit plan (or its related trust) that has any having an interest in such separate account (or and to any participant or beneficiary of such plan (including any an annuitant)) are not affected in any manner by the investment performance of the separate account; account (c) the Source is either as provided by 29 CFR (i) an insurance company pooled separate account, within the meaning of PTE 90S)2510.3-1, or (ii) a bank collective investment fund, within the meaning of PTE 91-38, and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(c101(h)(1)(iii), 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; (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of the QPAM Exemption) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(d); (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of the INHAM Exemption) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g) and Part I(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 Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(e); (f) the Source is a governmental plan; (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 Section 6.2(g); or (hc) Qualified Professional Asset Manager -- the Source does not include assets of any employee benefit plan, other than is an "investment fund" managed by 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 "qualified professional asset manager" (as such terms are defined in Section 3 Part V of ERISA.Department of Labor Prohibited Transaction Class Exemption 84-14) and all the requirements for an exemption under such Exemption are met with respect to the use of funds to purchase the Notes; or

Source of Funds. Each At least one of the following statements was as of the date of the purchase of the applicable Original Notes an accurate representation as to each source of funds (a “Source”) used by such Original Purchaser to pay the entire purchase price of such Original Notes purchased by such Original Purchaser under the Original Master Note Agreement or the Initial Master Note Agreement, as applicable, and each Purchaser (other than an Original 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 such Purchaser to pay the entire purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementit hereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 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 PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI V of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI V of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any all employee benefit plans whose assets are included in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, fund have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3IV(d) of the INHAM Exemption) owns a 10% or more interest in the Company (as determined under Part IV(d) of the INHAM Exemption, as amended effective April 1, 2011) 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 Section 6.2(eclause (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 Section 6.2(gclause (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 section 3 of ERISA.

Source of Funds. Each Purchaser severally represents 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 such Purchaser you to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementyou hereunder: (a) 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 (b) the Source is an “"insurance company general account” " (within as the meaning of PTE term is defined in Prohibited Transaction Exemption (PTE) 95-6060 (issued July 12, 1995)) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 such Purchaser’s 's state of domicile; (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 PTE Prohibited Transaction Exemption ("PTE") 90-11 (issued January 29, 1990), or (ii) a bank collective investment fundixxxxxxxxx xxxx, within the meaning of xxxxxx xxx xxxxxxx xx xhe PTE 91-3838 (issued July 12, 1991) and, except as you have disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cparagraph (c), 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 (d) the Source constitutes assets of an “"investment fund” " (within the meaning of Part VI V of the QPAM Exemption) managed by a “"qualified professional asset manager” " or “"QPAM” " (within the meaning of Part VI V of the QPAM Exemption), no employee benefit plan’s 's assets that are managed by the QPAM 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 Part VI(c)(1Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any all employee benefit plans whose assets are included in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, fund have been disclosed to the Company in writing pursuant to this Section 6.2(d); paragraph (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of the INHAM Exemption) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g) and Part I(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 Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(e); (f) the Source is a governmental plan; (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 Section 6.2(gd); 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. Each Purchaser severally represents (a) 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 such Purchaser you to pay the purchase price of the Bonds to be purchased by such Purchaser you hereunder does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA and which is not subject to tax under this Agreementsection 4975 of the Code. (b) Subsequent holders of the Bonds will be required to represent that at least one of the following statements is, and at all times while it holds a Bond remain, an accurate representation as to each Source to be used by it to pay the purchase price of the Bonds to be purchased by it hereunder: (ai) the Source is an “"insurance company general account” " (within as the meaning of PTE term is defined in Prohibited Transaction Exemption ("PTE") 95-6060 (issued July 12, 1995)) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “"NAIC Annual Statement”")) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 such Purchaser’s your state of domicile;; or (bii) the Source is a separate account that is maintained solely in connection with such Purchaser’s 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 (ciii) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-11 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of PTE 91-3838 (issued July 12, 1991) and, except as disclosed by such Purchaser you to the Company in writing pursuant to this Section 6.2(cparagraph (c), 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 (div) the Source constitutes assets of an “"investment fund” " (within the meaning of Part VI V of the QPAM Exemption) managed by a “"qualified professional asset manager” " or “"QPAM” " (within the meaning of Part VI V of the QPAM Exemption), no employee benefit plan’s 's assets that are managed by the QPAM 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 Part VI(c)(1Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any all employee benefit plans whose assets are included in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, fund have been disclosed to the Company in writing pursuant to this Section 6.2(d); paragraph (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of the INHAM Exemption) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g) and Part I(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 Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(e); (f) the Source is a governmental plan; (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 Section 6.2(gd); 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. Each Purchaser severally 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 such Purchaser to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementhereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan Employee Benefit Plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans Employee Benefit Plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account (as defined in section 3 of ERISA (“Separate Account”) liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile;; or (b) the Source is a separate account 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 Employee Benefit Plan (or its related trust) that has any interest in such separate account 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;Separate Account; or (c) the Source is either (i) an insurance company pooled separate accountSeparate Account, within the meaning of PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), no employee benefit plan 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 Separate Account or collective investment fund;; or (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit planEmployee Benefit Plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans Employee Benefit Plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans Employee Benefit Plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans Employee Benefit Plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(eclause (e);; or (f) the Source is a governmental plan;plan (as defined in section 3 of ERISA); or (g) the Source is one or more employee benefit plansEmployee Benefit Plans, or a separate account Separate Account or trust fund comprised of one or more employee benefit plansEmployee Benefit Plans, each of which has been identified to the Company in writing pursuant to this Section 6.2(gclause (g); or (h) the Source does not include assets of any employee benefit planEmployee 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. Each Purchaser severally Mezzanine Investor individually (but not on behalf of any other Mezzanine Investor) 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 such Purchaser Mezzanine Investor to pay the purchase price of the Bonds Securities to be purchased by such Purchaser under this AgreementMezzanine Investor hereunder: (a) the Source is an “"insurance company general account” " as such term is used in Prohibited Transaction Exemption (within the meaning of PTE "PTE") 95-60) in respect 60 issued by the United States Department of which Labor and the amount of reserves and liabilities (as defined by in the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “"NAIC Annual Statement”)") and before reduction for credits on account of any reinsurance ceded on the coinsurance basis) (the "Reserves and Liabilities") for the general account contract(s) contracts held by or on behalf of any employee benefit plan plan, together with the amount of the reserves Reserves and liabilities Liabilities for the general account contract(s) contracts held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate any "affiliate" thereof as defined in within the meaning of Section V(a)(1) of PTE 95-60) or by the same employee organization in the general account do not ), doe snot exceed 10% of the total reserves Reserves and liabilities Liabilities of the such general account (exclusive of separate account liabilities) plus surplus surplus, as set forth in the NAIC Annual Statement filed with such Purchaser’s the state of domicile;domicile of the insurance company maintaining such general account; or (b) the Source is a separate account that is maintained solely in connection with such Purchaser’s '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 does not include assets allocated to any separate account maintained by such Mezzanine Investor 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 such Mezzanine Investor's 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; of (d) the Source is either (i) an insurance company companies pooled separate account, within the meaning of PTE 90Prohibited Transaction Exemption ("PTE") 00-10 (xxxxxx Xxxxxxx 00, or 0000), xx (iixx) a bank collective investment fund, within the meaning of the PTE 91-3891- 38 (issued July 12, 1991) and, except as such Mezzanine Investor has disclosed by such Purchaser to the Company IA Holdings in writing pursuant to this Section 6.2(c)4.07, 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 (de) the Source constitutes assets of an “"investment fund” " (within the meaning of Part VI V of the QPAM Exemption) managed by a “"qualified professional asset manager” " or “"QPAM” " (within the meaning of Part VI V of the QPAM Exemption), no employee benefit plan’s assets 's asset that are managed by the QPAM 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 Part VI(c)(1Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest (applying the definition of "control" in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(hSection V(e) of the QPAM Exemption Exemption) owns a 5% or more interest in IA Holdings and (i1) the identity of such QPAM and (ii2) the names of any all employee benefit plans whose assets are included in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, fund have been disclosed to the Company in writing pursuant to this Section 6.2(d); (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of the INHAM Exemption) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g) and Part I(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 Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(e); (f) the Source is a governmental plan; (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 Section 6.2(g)4.07; 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. Each Purchaser severally represents as of the Execution Date and as of the Closing that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementhereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 such Purchaser’s state of domicile;; or Oaktree Capital Management, L.P. Note and Guaranty Agreement (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 PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(eclause (e);; or (f) the Source is a governmental plan;; or Oaktree Capital Management, L.P. Note and Guaranty Agreement (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 Section 6.2(gclause (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 section 3 of ERISA.

Source of Funds. Each Purchaser severally 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 such Purchaser to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementhereunder: (a) the Source is an “insurance company general account” (within as the meaning of term is defined in PTE 95-60) 60 in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 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 employee benefit 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 PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cparagraph (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI part V of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI part V of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than exceed 20% of the total client assets managed by such QPAM, the conditions of Part part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM maintains an ownership (applying the definition of “control” in section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any all employee benefit plans whose assets are included in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, fund have been disclosed to the Company in writing pursuant to this Section 6.2(dparagraph (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) part IV of the INHAM Exemptionexemption), the conditions of Part part I(a), Part I(g(g) and Part I(h(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 Part IV(d)(3section IV(d) of the INHAM Exemption) owns a 105% or more greater 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 Section 6.2(eparagraph (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 Section 6.2(gparagraph (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 section 3 of ERISA.

Source of Funds. Each Purchaser and each Transferee (by its acceptance of any Note purchased by such Transferee) severally 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 such Purchaser or such Transferee, as applicable, to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementor such Transferee, as applicable, hereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 such Purchaser’s or such Transferee’s state of domicile;; or (b) the Source is a separate account that is maintained solely in connection with such Purchaser’s or such Transferee’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 PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser or such Transferee to the Company in writing pursuant to this Section 6.2(cclause (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 4846-2702-5833 v1 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(eclause (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 Section 6.2(gclause (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 section 3 of ERISA.

Source of Funds. Each Purchaser severally 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 such Purchaser to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementhereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan Employee Benefit Plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans Employee Benefit Plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account (as defined in section 3 of ERISA (“Separate Account”) liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile;; or (b) the Source is a separate account 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 Employee Benefit Plan (or its related trust) that has any interest in such separate account 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;Separate Account; or (c) the Source is either (i) an insurance company pooled separate accountSeparate Account, within the meaning of PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), no employee benefit plan Employee Benefit Plan or group of plans maintained Xxxxx Xxxxxxxxxxx Note Purchase Agreement by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account Separate Account or collective investment fund;; or (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit planEmployee Benefit Plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans Employee Benefit Plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans Employee Benefit Plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans Employee Benefit Plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(e); clause (f) the Source is a governmental plan; (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 Section 6.2(ge); 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. Each Purchaser severally 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 such Purchaser to pay the purchase price of the Bonds Series 2006-A Notes to be purchased by such Purchaser under this Agreementhereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Class Exemption (“PTE”) 95-60, as amended) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan (as defined in PTE 95-60, as amended) together with the amount of the reserves and liabilities (as defined by the NAIC Annual Statement) 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, as amended) or by the same employee organization 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 such Purchaser’s state of domicile;; or (b) the Source is a an insurance company 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 (i1) an insurance company pooled separate account, within the meaning of PTE 90-1, as amended or (ii2) a bank collective investment fund, within the meaning of PTE 91-38, as amended and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), no employee benefit plan (as defined in such PTEs) 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI V of PTE 84-14, as amended (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI V of the QPAM Exemption), no assets of any employee benefit plan’s assets plan (as defined in the QPAM Exemption) that are managed by the QPAM 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 Part VI(c)(1Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM maintains an ownership (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i1) the identity of such QPAM and (ii2) the names of any all employee benefit plans whose assets are included in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, fund have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) Section IV of PTE 96-23, as amended (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) IV of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(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 Part IV(d)(3Section IV(d) of the INHAM Exemption) owns a 105% or more interest in the Company and (i1) the identity of such INHAM and (ii2) 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 Section 6.2(eclause (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 Section 6.2(gclause (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 6.26.3, the terms “employee benefit plan”, ,” “governmental plan” and “separate account” shall have have, unless otherwise indicated, the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. Each Purchaser severally 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 such Purchaser to pay the purchase price of the Bonds MRP Shares to be purchased by such Purchaser under this it hereunder: CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. Securities Purchase Agreement: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 such Purchaser’s state of domicile;; or (b) the Source is a an insurance company 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 PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company Fund in writing pursuant to this Section 6.2(cclause (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company Fund that would cause the QPAM and the Company Fund to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company Fund in writing pursuant to this Section 6.2(d);clause (d);or CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. Securities Purchase Agreement (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company Fund 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 Fund in writing pursuant to this Section 6.2(eclause (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 Fund in writing pursuant to this Section 6.2(gclause (g); or (h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of Title I 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 section 3 of ERISA.

Source of Funds. Each Purchaser severally 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 such Purchaser to pay the purchase price of the Bonds to be Notes purchased by such Purchaser under this Agreementhereunder: (a) the Source if such Purchaser is an “insurance company general account” (within the meaning company, no part of PTE 95-60) such funds constitutes assets allocated to any separate account maintained by such Purchaser in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any an employee benefit plan together with the amount of the 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 95-60its related trust) or by the same employee organization 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 such Purchaser’s state of domicile; (b) the Source is has any interest other than a separate account that is maintained solely in connection with such Purchaser’s its fixed contractual obligations under which the amounts payable, or credited, to any employee benefit such plan (or its related trust) that has any interest in such separate account (or 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 (cb) if such Purchaser is an insurance company, to the Source is either extent that any of such funds constitutes assets allocated to any separate account maintained by such Purchaser, (i) an insurance company such separate account is a "pooled separate account, " within the meaning of PTE Prohibited Transaction Class Exemption 90-1, or (ii) a bank collective investment fund, within the meaning of PTE 91-38, and, except as disclosed by in which case such Purchaser has disclosed to the Company in writing pursuant to this Section 6.2(c), no Obligors the names of each employee benefit plan whose assets in such separate account exceed 10% of the total assets or group are expected to exceed 10% of the total assets of such account as of the date of such purchase (and for the purposes of this subdivision (b), all employee benefit plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated are deemed to be a single plan), or (ii) such pooled separate account or collective investment fund;contains only the assets of a specific employee benefit plan, complete and accurate information as to the identity of which such Purchaser has delivered to the Obligors in writing; or (dc) if such Purchaser is a "qualified professional asset manager" or "QPAM" (as defined in Part V of Prohibited Transaction Class Exemption 84- 14, issued March 13, 1984 (the Source constitutes "QPAM Exemption")), all of such funds constitute assets of an “"investment fund” " (within the meaning of as defined in Part VI V of the QPAM Exemption) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption)such Purchaser, no employee benefit plan’s plan assets that which are managed by the QPAM 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and (ii) managed by such QPAMPurchaser, represent more than exceed 20% of the total client assets managed by such QPAMPurchaser, the conditions of Part I(c) and Part Section I(g) of the QPAM Exemption are satisfied, neither satisfied and such Purchaser has disclosed to the QPAM nor a Person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) Obligors the names of any all employee benefit plans whose assets are included in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(d); (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of the INHAM Exemption) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g) and Part I(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 Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(e); (f) the Source is a governmental plan; (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 Section 6.2(g); or (hd) the Source does if such Purchaser is other than an insurance company, all or a portion of such funds consists of funds which do not include constitute assets of any employee benefit plan, plan (other than a governmental plan exempt from the coverage of ERISA. As used in this Section 6.2) and the remaining portion, the terms “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”, “governmental plan” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA).

Source of Funds. Each Purchaser and each Transferee (by its acceptance of any Note purchased by such Transferee) severally represents that as of the date that it acquires any Note hereunder at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser or such Transferee, as applicable, to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementor such Transferee, as applicable, hereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 such Purchaser’s or such Transferee’s state of domicile;; or (b) the Source is a separate account that is maintained solely in connection with such Purchaser’s or such Transferee’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 PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser or such Transferee to the Company in writing pursuant to this Section 6.2(cclause (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(d); (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of the INHAM Exemption) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g) and Part I(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 Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(e); (f) the Source is a governmental plan; (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 Section 6.2(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.asset

Source of Funds. Each Purchaser severally 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 such Purchaser to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementhereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan Employee Benefit Plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans Employee Benefit Plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account (as defined in Section 3 of ERISA (“Separate Account”)) liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile;; or (b) the Source is a separate account 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 Employee Benefit Plan (or its related trust) that has any interest in such separate account 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;Separate Account; or (c) the Source is either (i) an insurance company pooled separate accountSeparate Account, within the meaning of PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), no employee benefit plan 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 Separate Account or collective investment fund;; or (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit planEmployee Benefit Plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans Employee Benefit Plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” -15- within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans Employee Benefit Plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans Employee Benefit Plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 1020% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) IV of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3section IV(d) of the INHAM Exemption) owns a 105% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(sEmployee Benefit Plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this Section 6.2(eclause (e);; or (f) the Source is a governmental plan;plan (as defined in Section 3 of ERISA); or (g) the Source is one or more employee benefit plansEmployee Benefit Plans, or a separate account or trust fund comprised of one or more employee benefit plansEmployee Benefit Plans, each of which has been identified to the Company in writing pursuant to this Section 6.2(gclause (g); or (h) the Source does not include assets of any employee benefit planEmployee 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. Each Initial Purchaser severally 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 such Initial Purchaser to pay the purchase price of the Bonds Series A Notes to be purchased by such Initial Purchaser under this Agreementhereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of CH ENERGY GROUP, INC. NOTE PURCHASE AGREEMENT Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 in the general account do not exceed ten percent (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 such Initial Purchaser’s state of domicile;; or (b) the Source is a separate account that is maintained solely in connection with such Initial 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 PTE 90-1, or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as have been disclosed by such Initial Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI V of the QPAM Exemption) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI V of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither as of the last day of its most recent calendar quarter, the QPAM nor does not own a 10% or more interest in the Company and no Person controlling or controlled by the QPAM maintains an ownership (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 20% or more interest in the Company that would cause (or less than 20% but greater than 10%, if such person exercises control over the QPAM and management or policies of the Company to be “related” within the meaning by reason of Part VI(hits ownership interest) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any all employee benefit plans whose assets are included in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, fund have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) Section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) IV of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the CH ENERGY GROUP, INC. NOTE PURCHASE AGREEMENT INHAM nor a Person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3section IV(d) of the INHAM Exemption) owns a 105% 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 Section 6.2(eclause (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 Section 6.2(gclause (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”, “party in interest” and “separate account” shall have the respective meanings assigned to such terms in Section section 3 of ERISA.

Source of Funds. Each Purchaser severally 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 such Purchaser to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under hereunder (provided, that the representation in this Section 6.2 shall not be required as to the individual Purchaser identified by the Company to the Agent on the date of this Agreement:): (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 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 PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(d);clause (d);or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(e); (f) the Source is a governmental plan; (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 Section 6.2(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.and

Source of Funds. Each Purchaser purchasing Series B Notes hereunder or any Shelf Notes in connection with any Shelf Closing severally represents that as of the Restatement Effective Date or on the Closing Day for such issuance of Shelf Notes, as applicable (or such later date when such Purchaser purchased such Notes or hereafter acquires any Notes from any other Purchaser), at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreement: it hereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 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 PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(cclause (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI V of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI V of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(hV(h) of the QPAM Exemption Exemption, and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 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 Part VI(c)(1V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d); ; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) Section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) IV of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3Section IV(d) of the INHAM Exemption) owns a 105% 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 Section 6.2(eclause (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 Section 6.2(gclause (g); or 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 6.27.2, the terms “employee benefit plan”, ,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in Section section 3 of ERISA.

Source of Funds. Each Purchaser and each Transferee (by its acceptance of any Note purchased by such Transferee) severally 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 such Purchaser or such Transferee, as applicable, to pay the purchase price of the Bonds Notes to be purchased by such Purchaser under this Agreementor such Transferee, as applicable, hereunder: (a) the Source is an “insurance company general account” (within as the meaning term is defined in the United States Department of PTE Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the 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 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 such Purchaser’s or such Transferee’s state of domicile;; or 4850-4933-9817 v1 (b) the Source is a separate account that is maintained solely in connection with such Purchaser’s or such Transferee’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 PTE 90-1, 1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, 38 and, except as disclosed by such Purchaser or such Transferee to the Company in writing pursuant to this Section 6.2(cclause (c), 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 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g(g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the 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 Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this Section 6.2(dclause (d);; or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), Part I(g(g) and Part I(h(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% 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 Section 6.2(eclause (e);; or 4850-4933-9817 v1 (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 Section 6.2(gclause (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 section 3 of ERISA.