Common use of Source of Funds Clause in Contracts

Source of Funds. Each Holder represents that at the time of its purchase of Notes presently held by it at least one of the following statements was an accurate representation as to each source of funds (a "Source") used by it to pay the purchase price of the Notes purchased by it: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicile; or (b) the Source is either (1) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1) the identity of such QPAM and (2) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "insurance company general account" within ", as such term is defined in the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTE") 95-60 (issued July 12, 1995) and), and such purchase and holding of Notes is exempt under PTE 95-60 as of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicileClosing; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, and such purchase and holding of Notes is exempt under either PTE 90-1 or PTE 91-38 as of the date of the Closing or as of the date of transfer, as applicableClosing, except as such Holder has disclosed with respect to the Company in writing pursuant to this paragraph (b), no any employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof that beneficially owns more than 10% of all the assets allocated to such pooled separate account or collective investment fund, each of which has been identified by you to the Issuer in writing pursuant to this paragraph (b), and the Issuer has advised you in writing that it is not a party in interest with respect to such plan or plans; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and such purchase and holding of Notes is exempt under PTE 84-14 as of the date of the Closing; or (1d) the identity Source is a governmental plan that is not covered by ERISA or Section 4975 of such QPAM the Code, and neither the purchase nor holding of Notes will result in, arise from, constitute or involve a transaction that is prohibited under applicable state or local law; or (2e) the names Source does not include assets of all any employee benefit plans whose assets are included plan subject to Title I of ERISA or any plan subject to Section 4975 of the Code. As used in this Section 6.2, the terms "employee benefit plan", "governmental plan" and "party in interest" shall have the respective meanings assigned to such investment fund have been disclosed to the Company terms in writing pursuant to this paragraph (c); orsection 3 of ERISA.

Source of Funds. Each Holder Purchaser represents that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") used by it such Purchaser to pay the purchase price of the Notes to be purchased by it:such Purchaser hereunder or, in the case of Pacific Life, the purchase price of the Original Notes returned to the Company in exchange for the Notes: CP Limited Partnership Amended and Restated Note Purchase Agreement (a) the The Source is an "insurance company general account," within the meaning as such term is defined in section V(e) of Department of Labor Prohibited Transaction Class Exemption ("PTE") 95-60 (issued July 12, 1995) and(PTCE 95- 60), as and the purchase is exempt under the provisions of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicilePTE 95-60; or (bI) the The Source is either (1i) an insurance company pooled separate account, within the meaning of PTE Prohibited Transaction Exemption ("PTE") 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fundinvestmen▇ ▇▇▇▇, within the meaning of the ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ PTE 91-38 (issued July 12, 1991), and (II) and, as of the date of the Closing except with respect to any employee benefit plan which is an investor in such insurance company pooled separate account or as of the date of transferbank collective fund, as applicable, except as and which such Holder Purchaser has disclosed to the Company in writing pursuant to this paragraph (b)writing, no employee benefit plan or group the purchase of plans maintained the Notes is covered by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fundexemption; or (c) the The Source constitutes assets of an "investment fund" (within the meaning of Part V of PTE 84-14 (issued March 13, 1984) (the "QPAM Exemption") managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, and the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither otherwise satisfied with respect to the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) purchase and holding of the QPAM Exemption) owns a 5% or more interest in the Company and (1) the identity of such QPAM and (2) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c)Notes; or

Source of Funds. Each Holder Purchaser represents that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it to pay the purchase price of the Notes to be purchased by itit hereunder: (a) if such Purchaser is an insurance company, the Source does not include assets allocated to any separate account maintained by such Purchaser in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is an "insurance company general account" within maintained solely in connection with such Purchaser's fixed contractual obligations under which the meaning amounts payable, or credited, to such plan and to any participant or beneficiary of Department of Labor Prohibited Transaction Exemption such plan ("PTE"including any annuitant) 95-60 (issued July 12, 1995) and, as are not affected in any manner by the investment performance of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicileaccount; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE Prohibited Transaction Exemption ("PTE") 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder Purchaser has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee em- ployee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "“Source"”) to be used by it you to pay the purchase price of the Notes to be purchased by ityou 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 an "insurance company general account" within maintained solely in connection with your fixed contractual obligations under which the meaning amounts payable, or credited, to such plan and to any participant or beneficiary of Department of Labor Prohibited Transaction Exemption such plan ("PTE"including any annuitant) 95-60 (issued July 12, 1995) and, as are not affected in any manner by the investment performance of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicileaccount; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE Prohibited Transaction Exemption (“PTE”) 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "“control" ” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA; or (g) the Source is an “insurance company general account” within the meaning of PTE 95-60 (issued July 12, 1995) and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceed 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with your state of domicile. As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan”, “party in interest” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTEPTCE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE PTCE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE PTCE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V V(b) of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V V(a) of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder Purchaser represents that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it to pay the purchase price of the Notes to be purchased by itit hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicile; orby (b) the Source is either (1) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder Purchaser has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1) the identity of such QPAM and (2) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder Purchaser represents that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "SourceSOURCE") which was used by it such Purchaser to pay the purchase price of the Notes to be purchased by itsuch Purchaser hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed by such Purchaser with such HolderPurchaser's state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder Purchaser has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the "QPAM Exemption") managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1) the identity of such QPAM and (2) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); orsame

Source of Funds. Each Holder represents that at the time of its purchase of Notes presently held by it at least one One or more of the following fol- lowing statements was is individually or collectively, as the case may be, an accurate representation as to each the source of all the funds (a "Source") to be used by it ABLAC to pay the purchase price of the Notes purchased by it: Purchase Price: (a) the Source if ABLAC is an insurance company, no part of such funds constitute assets allocated to a separate account (within the meaning of ERISA and the regula- tions thereunder) maintained by ABLAC in which an em- ployee benefit plan (or its related trust) has any interest; or (b) if ABLAC is an insurance company, to the ex- tent that any part of such funds constitutes assets allocated to any separate account maintained by ABLAC, (i) such separate account is a "insurance company general accountpooled separate ac- count" within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTE") 9590-60 (issued July 121, 1995) and, in which case ABLAC have disclosed to the Company in writing the names of each employee benefit plan whose assets in such separate account exceed 10% of the total assets or are expected to exceed 10% of the total assets of such account as of the date of such purchase (and for the Closing or as purposes of the date of transferthis Section 4.2, as applicable, there is no all employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereofare deemed to be a single plan), with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicile; or (b) the Source is either (1) an insurance company pooled separate account, within the meaning every relevant requirement of PTE 90-1 (issued January 29, 1990), or (2) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, specifically applicable to ABLAC which is re- quired to be satisfied as of the date of the Closing or such purchase will be satisfied in all material respects as of the such date of transferpurchase or (ii) such separate account contains only the assets of a specific employee benefit plan, complete and accurate information as applicable, except as such Holder has disclosed to the identity of which ABLAC have delivered to the Company in writing pursuant to this paragraph (b), no employee benefit plan writing; or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or 5 (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by if ABLAC is a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of Prohibited Transaction Class Exemption 84-14 (the "QPAM Exemption"), no employee benefit plan's ) of such funds which constitute assets that are included in such of an "investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate " (within the meaning of Section V(c)(1) of the with▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇ ▇▇ ▇he QPAM Exemption) of such employer or by the same employee organization and managed by such QPAMABLAC, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) every relevant requirement of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) specifically applica- ble to ABLAC which is required to be satisfied as of the QPAM Exemption) owns a 5% or more interest date of such purchase will be satisfied in all material respects as of the date of such purchase and ABLAC have disclosed to the Company and (1) the identity of in writing ABLAC's name as such QPAM and (2) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed fund; (d) if ABLAC is an investment company, ABLAC is registered under the 1940 Act; (e) if ABLAC is other than an insurance company or an investment company, all or a portion of such funds consists of funds which do not constitute assets of any employee benefit plan and the remaining portion, if any, of such funds consists of funds which may be deemed to constitute assets of one or more specific employee benefit plans, complete and accurate informa- tion as to the identity of each of which ABLAC deliv- ered to the Company in writing pursuant writing; or (f) if ABLAC's funds constitute assets of an "in- vestment fund" (within the meaning of the QPAM Exemp- tion referred to this paragraph in subparagraph (c) above); or, such assets of such "investment fund" are managed by a QPAM (as defined in subparagraph (c) above), such QPAM has investment discretion with respect to the transaction for purposes of applying the QPAM exemption, and every relevant requirement of the QPAM Exemption specifically applicable to such QPAM which is required to be satis- fied as of the date of such purchase will be satisfied in all material respects as of the date of such pur- chase. As used in this Section 4.2, the term "employee benefit plan" shall mean any employee benefit plan subject to section 406 of ERISA and any employee benefit plan or individual retirement account subject to section 4975 of the Internal Revenue Code of 1986, as amended from time to time, and the term "separate account" shall have the meaning assigned to it in section 3 of ERISA.

Source of Funds. Each Holder Purchaser represents that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it to pay the purchase price of the Notes to be purchased by itit hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and), as of the date of the Closing or as of the date of transferamended, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC National Association of Insurance Commissioner's Annual Statement for such Purchaser filed with such HolderPurchaser's state of domicile; or (b) the Source is either (1) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), as amended, or (2) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder Purchaser has disclosed to the Company Issuer in writing pursuant to this paragraph (b)) prior to the date of the Closing, no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company Issuer and (1) the identity of such QPAM and (2) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company Issuer in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "SourceSOURCE") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, plan (treating as a single plan, plan all plans maintained by the same employer or employee organization or affiliate thereof, organization) with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, plan exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in your most recent annual statement in the NAIC Annual Statement form required by the National Association of Insurance Commissioners as filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company Company, and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou 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 an "insurance company general account" within maintained solely in connection with your fixed contractual obligations under which the meaning amounts payable, or credited, to such plan and to any participant or beneficiary of Department of Labor Prohibited Transaction Exemption such plan ("PTE"including any annuitant) 95-60 (issued July 12, 1995) and, as are not affected in any manner by the investment performance of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicileaccount; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE Prohibited Transaction Exemption ("PTE") 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; ororganization (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(cl(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "“Source"”) to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "“insurance company general account" ” within the meaning of Department of Labor Prohibited Transaction Exemption ("“PTE"”) 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; oror STERIS CORPORATION NOTE PURCHASE AGREEMENT (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(cl(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "“control" ” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan”, “party in interest” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "insurance company general account" within the meaning of as defined in Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued 60 FR 35925, July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and in respect thereof you represent that there is no "employee benefit plan" (as defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code, treating as a single plan, plan all plans maintained by the same employer or employee organization or affiliate thereof, ) with respect to which the amount of the general account reserves and liabilities for of all contracts held by or on behalf of such plan, exceeds plan exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domiciledomicile and that such acquisition is eligible for and satisfies the other requirements of such exemption; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by it: you hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(cl(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); oror (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. As used in this Section 6.2, the terms "employee benefit plan", "governmental plan", "party in interest" and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou 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 an "insurance company general account" within maintained solely in connection with your fixed contractual obligations under which the meaning amounts payable, or credited, to such plan and to any participant or beneficiary of Department of Labor Prohibited Transaction Exemption such plan ("PTE"including any annuitant) 95-60 (issued July 12, 1995) and, as are not affected in any manner by the investment performance of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicileaccount; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90Prohibited Transaction Exemption ("PTE") ▇▇-1 ▇ (issued January 29▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, 1990▇▇▇▇), or ▇▇ (2▇▇) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1) the identity of such QPAM and (2) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no "employee benefit plan", treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(cl(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "“Source"”) to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "“insurance company general account" ” within the meaning of Department of Labor Prohibited Transaction Exemption ("“PTE"”) 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, plan all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(cl(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "“control" ” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source constitutes the assets of a “plan” within the meaning of Part IV(h) or PTE 96-23 (the “INHAM Exemption”) managed by an “in-house asset manager” within the meaning of Part IV(a) of the INHAM Exemption (an “INHAM”) and the conditions of Part 1(a), (g) and (h) of the INHAM Exemption are satisfied and 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 5% or more interest in the Company, and the identity of the INHAM has been disclosed to the Company in writing pursuant to this paragraph (d); or (e) the Source is a governmental plan; or (f) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (f); or (g) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan”, “party in interest” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou 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 the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or (bc) the Source is either (1) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (cd) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(cl(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1) the identity of such QPAM and (2) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "_ Source"_) to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "_insurance company general account" _ within the meaning of Department of Labor Prohibited Transaction Exemption ("_ PTE"_ ) 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(cl(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder Purchaser severally represents that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "“Source"”) to be used by it such Purchaser to pay the purchase price of the Notes to be purchased by itsuch Purchaser hereunder: (a) the Source is an "“insurance company general account" within ” (as the meaning of term is defined in the United States Department of Labor Labor’s Prohibited Transaction Exemption ("“PTE"”) 95-60 60) in respect of which the reserves and liabilities (issued July 12, 1995as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) and, as for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the date reserves and liabilities for the general account contract(s) held by or on behalf of the Closing or as of the date of transfer, as applicable, there is no any other employee benefit plan, treating as a single plan, all plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization or affiliate thereof, with respect to which the amount of in the general account reserves do not (and liabilities for all contracts held by or on behalf will not, throughout the holding of such plan, exceeds the Notes) exceed 10% of the total reserves and liabilities of such the general account (exclusive of separate account liabilities) plus surplus, surplus as set forth in the NAIC Annual Statement filed with such Holder's Purchaser’s state of domicile; or (b) (i) the Source is either (1A) an insurance company pooled separate account, within the meaning of PTE 90-1 and the conditions of PTE 90-1 are satisfied (issued January 29, 1990and will continue to be satisfied throughout the holding of the Notes), or (2B) a bank collective investment fund, within the meaning of the PTE 91-38 and the conditions of PTE 91-38 are satisfied (issued July 12and will continue to be satisfied throughout the holding of the Notes), 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has disclosed to the Company in writing pursuant to this paragraph (b), ii) no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns (or will own throughout the holding of the Notes) more than 10% of all assets allocated to such insurance company pooled separate account or bank collective investment fund; or (c) the Source constitutes assets of an "“investment fund" ” (within the meaning of Part V VI of PTE 84-14, as amended (the “QPAM Exemption”)) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V VI of the QPAM Exemption), no employee benefit plan's ’s assets that are included 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 Section V(c)(1Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed represent (or will represent throughout the holding of the Notes) more than 20% of the total client assets managed by such QPAM, the conditions of Part Parts I(a), I(c) and (g) of the QPAM Exemption are satisfied, satisfied and neither the QPAM nor a Person person controlling or controlled by the QPAM maintains an ownership interest in the Issuer that would cause the QPAM and the Issuer to be “related” within the meaning of Part VI(h) of the QPAM Exemption; or (d) 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), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of "“control" ” in Section V(ePart IV(d)(3) of the QPAM INHAM Exemption) owns (or will throughout the holding of the Notes own) a 510% or more interest in the Company Issuer and (1i) the identity of such QPAM INHAM and (2ii) the names name(s) of all the employee benefit plans plan(s) whose assets are included in such investment fund constitute the Source have been disclosed to the Company Issuer in writing pursuant to this paragraph clause (c)d) prior to the applicable Closing Date; or (e) the Source is a governmental plan (as defined in Section 3 of ERISA) which is not subject to the provisions of Title I of ERISA or Section 4975 of the Code and the acquisition and holding of the Notes will not give rise to a violation of any state, local or other law that is similar to Section 406 of ERISA or Section 4975 of the Code; or (f) the Source does not include “plan assets” within the meaning of the Department of Labor regulations located at 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA. (g) 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 Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "“Source"”) to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "“insurance company general account" within the meaning of Department of Labor ”, as such term is defined in Prohibited Transaction Exemption ("“PTE"”) 95-60 (issued July 12, 1995) and), and you satisfy all of the applicable requirements for relief under Sections I and IV of PTE 95-60 as of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicileClosing; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 199029,1990), and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no plan (together with any other plans maintained by the same employer or employee organization) has an interest in excess of 10% of the total of all assets in such pooled separate account and the conditions of Section III of PTE 90-1 are satisfied; or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of (together with any other plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than organization) has an interest in excess of 10% of all the total assets allocated to in such pooled separate account or collective investment fundfund and the conditions of Section III of PTE 91-38 are satisfied; or (c) the Source constitutes assets of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "“control" ” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan which is not subject to the provisions of Title I of ERISA or Section 401 of the Code; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) if you re 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 an "insurance company general account" within maintained solely in connection with your fixed contractual obligations under which the meaning amounts payable, or credited, to such plan and to any participant or beneficiary of Department of Labor Prohibited Transaction Exemption such plan ("PTE"including any annuitant) 95-60 (issued July 12, 1995) and, as are not affected in any manner by the investment performance of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicileaccount; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE Prohibited Transaction Exemption ("PTE") 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, within the meaning of ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder Purchaser represents that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it such Purchaser to pay the purchase price of the Notes to be purchased by itsuch Purchaser hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such HolderPurchaser's state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder Purchaser has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in Otter Tail Corporation Note Purchase Agreement such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(cl(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, plan (treating as a single plan, plan all plans maintained by the same employer or employee organization or affiliate thereof, organization) with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, plan exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in your most recent annual statement in the NAIC Annual Statement form required by the National Association of Insurance Commissioners as filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; oror -13- (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company Company, and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. As used in this Section 6.2, the terms "employee benefit plan", "governmental plan", and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "“Source"”) to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "constitutes assets allocated to your “insurance company general account" within ” (as such term is defined under Section V of the meaning of United States Department of Labor Labor’s Prohibited Transaction Exemption ("“PTE"”) 95-60 (issued July 1260), 1995) and, and as of the date of the Closing or as purchase of the date of transferNotes, as applicable, there is no employee benefit plan, treating as a single plan, you satisfy all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves applicable requirements for relief under Sections I and liabilities for all contracts held by or on behalf IV of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicilePTE 95-60; or (b) if you are an insurance company, the Source does not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or (c) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph clause (bc), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (cd) the Source constitutes assets asset of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "“control" ” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph clause (c); or (e) the Source is a governmental plan; or (f) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (f); or (g) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

Source of Funds. Each Holder Such Purchaser represents that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it such Purchaser to pay the purchase price of the Notes to be purchased by itsuch Purchaser hereunder: (a) if Purchaser is an insurance company, the Source does not include assets allocated to any separate account maintained by Purchaser in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is an "insurance company general account" within maintained solely in connection with your fixed contractual obligations under which the meaning amounts payable, or credited, to such plan and to any participant or beneficiary of Department of Labor Prohibited Transaction Exemption such plan ("PTE"including any annuitant) 95-60 (issued July 12, 1995) and, as are not affected in any manner by the investment performance of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicileaccount; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE Prohibited Transaction Exemption ("PTE") 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph clause (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "“Source"”) to be used by it you to pay the purchase price of the Notes to be purchased by ityou 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 an "insurance company general account" within maintained solely in connection with your fixed contractual obligations under which the meaning amounts payable, or credited, to such plan and to any participant or beneficiary of Department of Labor Prohibited Transaction Exemption such plan ("PTE"including any annuitant) 95-60 (issued July 12, 1995) and, as are not affected in any manner by the investment performance of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicileaccount; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE Prohibited Transaction Exemption (“PTE”) 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "“control" ” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has ‘ been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan”, “party in interest” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "insurance company general account" within pooled separate account that is maintained solely in connection with your fixed contractual obligations under which the meaning amounts payable, or credited, to an employee benefit plan and to any participant or beneficiary of Department of Labor Prohibited Transaction Exemption an employee benefit plan ("PTE"including any annuitant) 95-60 (issued July 12, 1995) and, as are not affected in any manner by the investment performance of the date of the Closing separate account; or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicile; orD6 (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90Prohibited Transaction Exemption ("PTE") ▇▇-1 ▇ (issued January 29▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, 1990▇▇▇▇), or ▇▇ (2▇▇) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) ), and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of employee benefit plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAMQPAM on a discretionary basis, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder Purchaser represents that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it such Purchaser to pay the purchase price of the Notes to be purchased by itsuch Purchaser hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such HolderPurchaser's state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder Purchaser has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "“Source"”) to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "“insurance company general account" ” within the meaning of Department of Labor Prohibited Transaction Exemption ("“PTE"”) 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for of all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC National Association of Insurance Commissioners’ Annual Statement filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you shall have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1V(c) (1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "“control" ” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. The Company shall deliver a certificate on the date of the Closing, with respect to you and each Other Purchaser and, if legally and factually able to do so, on or prior to the date of any transfer of the Notes, with respect to any subsequent holder of the Notes, which certificate shall either state that (i) the Company is neither a “party in interest” (as defined in Title I, Section 3(14) of ERISA) nor a “disqualified person” (as defined in Section 4975(e)(2) of the Code), with respect to any plan identified pursuant to paragraphs (b) or (c) above, or (ii) with respect to any plan identified pursuant to paragraph (c) above, neither the Company nor any “affiliate” (as defined in Section V(c) of the QPAM Exemption) has at this time, and during the immediately preceding one year, has exercised the authority to appoint or terminate said QPAM as manager of the assets of any plan identified in writing pursuant to paragraph (c) above or to negotiate the terms of said QPAM’s management agreement on behalf of any such identified plans. As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” “party in interest,” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "“Source"”) to be used by it you to pay the purchase price of the any Shelf Notes to be purchased by ityou hereunder: (a) the Source is an "will constitute assets allocated to your “insurance company general account" within ” (as such term is defined under Section V of the meaning of United States Department of Labor Labor’s Prohibited Transaction Exemption ("“PTE"”) 95-60 (issued July 1260), 1995) and, and as of the date of the Closing or as purchase of the date of transferNotes, as applicable, there is no employee benefit plan, treating as a single plan, you satisfy all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves applicable requirements for relief under Sections I and liabilities for all contracts held by or on behalf IV of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicilePTE 95-60; or (b) if you are an insurance company, the Source will not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or (c) the Source will be either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (bc), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (cd) the Source constitutes assets will constitute the asset of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1V(c)(l) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, will exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are will be satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "“control" ” in Section V(e) of the QPAM Exemption) owns will own a 5% or more interest in the Company company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund will have been disclosed to the Company in writing pursuant to this paragraph clause (c); or (e) the Source will be a governmental plan; or (f) the Source will be one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (f); or (g) the Source will not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. As used in this paragraph 9B, the terms “employee benefit plan”, “governmental plan”, “party in interest” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "“Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "“insurance company general account" ” within the meaning of Department of Labor Prohibited Transaction Exemption ("“PTE"”) 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, plan all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(cl(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "“control" ” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. If you or any subsequent transferee of the Notes indicates that you or such transferee are relying on any representation contained in paragraph (b), (c) or (e) above, you or such transferee shall provide written notice to the company of such fact, identifying the information required by paragraphs (b), (c) or (e) above, as applicable. The Company shall deliver on the date of Closing 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; provided, however, that if the Company is, in fact, such a party in interest or “disqualified person”, or if it has exercised such authority, then, in lieu of such certificate, the Company shall promptly notify you or such transferee of such fact prior to the date of Closing or the applicable transfer date so that you or such transferee may identify an alternative Source. As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan”, “party in interest” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. Each Holder Purchaser represents that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it to pay the purchase price of the Notes to be purchased by itit hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such HolderPurchaser's state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder Purchaser has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou 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) if you are an "insurance company company, to the extent that the Source constitutes assets allocated to any general account maintained by you, there is no employee benefit plan with respect to which the amount, if any, of such general account" within 's reserves and liabilities for all contracts held by or on behalf of such plan and all other plans maintained by the meaning same employer or its affiliates or by the same employee organization exceeds 10% of Department the total of Labor all reserves and liabilities of such general account at the date of purchase (all as determined under Prohibited Transaction Class Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicile)); or (bc) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (bc), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (cd) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (cd); or

Source of Funds. Each Holder Trust Certificate Purchaser represents to each other Trust Certificate Purchaser, the Lessor Trustee and the Lessee that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each the source of funds (a the "SourceSOURCE") to be used by it such Trust Certificate Purchaser to pay the purchase price of the Notes purchased by itmake its Advances: (ai) if such Trust Certificate Purchaser is an insurance company, the Source does not include assets allocated to any separate account maintained by it in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is an "insurance company general account" within maintained solely in connection with its fixed contractual obligations under which the meaning amounts payable, or credited, to such plan and to any participant or beneficiary of Department of Labor Prohibited Transaction Exemption such plan ("PTE"including any annuitant) 95-60 (issued July 12, 1995) and, as are not affected in any manner by the investment performance of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicileaccount; or (bii) the Source is either (1) an insurance company pooled separate account, within the meaning of PTE Prohibited Transaction Exemption ("PTE") 90-1 (issued January 29, 1990), or (2) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has disclosed to the Company in writing pursuant to this paragraph (b), and no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (ciii) the Source constitutes assets of is an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of as defined in Part V of the QPAM ExemptionPTE 84-14, issued March 13, 1984), provided that the Lessee and no employee benefit plan's assets that are included "affiliate" of the Lessee (as defined in such investment fundSection V(c) of PTE 84-14) has at this time, when combined with or during the immediately preceding one year has exercised, the authority to appoint or terminate said QPAM as manager of the MW 1997-1 Trust Participation Agreement assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1) the identity of such QPAM and (2) the names of all employee benefit plans any plan whose assets are included in such investment fund have been disclosed or to negotiate the Company in writing pursuant to this paragraph (c)terms of said QPAM's management agreement on behalf of any such plan; or (iv) the Source is a governmental plan; or (v) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Series 1997-A Notes to be purchased by ityou 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 an "insurance company general account" within maintained solely in connection with your fixed contractual obligations under which the meaning amounts payable, or credited, to such plan and to any participant or beneficiary of Department of Labor Prohibited Transaction Exemption such plan ("PTE"including any annuitant) 95-60 (issued July 12, 1995) and, as are not affected in any manner by the investment performance of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicileaccount; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90Prohibited Transaction Exemption ("PTE") ▇▇-1 ▇ (issued January 29▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, 1990▇▇▇▇), or ▇▇ (2▇▇) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1) the identity of such QPAM and (2) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); orsame

Source of Funds. Each Holder Lender represents that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "“Source"”) to be used by it such Lender to pay in connection with the purchase price of the Notes purchased by itfinancing hereunder: (a) the Source is an "“insurance company general account" ” within the meaning of Department of Labor Prohibited Transaction Exemption ("“PTE"”) 95-60 (issued July 12, 1995) and), as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, plan exceeds ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), ) or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b)Section 10.19, no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than ten percent (10% %) of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(cI(a) and (g) of the QPAM Exemption are satisfied; or (d) the Source constitutes assets of a “plan” or more than one “plan” within the meaning of Part IV of PTE 96-23, neither as amended (the QPAM nor a Person controlling or controlled by “INHAM Exemption”), the QPAM conditions of Sections I(a), (applying the definition of "control" in Section V(eg) and (h) of the QPAM ExemptionINHAM Exception are satisfied; or (e) owns the Source is a 5% governmental plan; or (f) the Source is one or more interest in the Company and (1) the identity of such QPAM and (2) the names of all employee benefit plans whose assets are included in such investment or a separate account or trust fund have comprised of one or more employee benefit plans, each of which has been disclosed identified to the Company in writing pursuant to this paragraph (c)Section 10.19; or (g) the Source does not include “plan assets” (within the meaning of Department of Labor Regulation Section 2510.3-101) of any employee benefit plan, other than a plan exempt from the coverage of ERISA. As used in this Section 10.19, 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 Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "“Source"”) to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "“insurance company general account" ” within the meaning of Department of Labor Prohibited Transaction Exemption ("“PTE"”) 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, plan all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "“control" ” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source 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 Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) if you are an insurance company, the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, plan all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, plan exceeds ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or (b) if you are an insurance company, the Source does not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or (c) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (bc), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (cd) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(cl(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (cd); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(cl(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA; or (g) the Source is a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or (h) the Source constitutes assets of a "plan(s)" (within the meaning of Section IV of PTE 96-23 (the "INHAM Exemption")) managed by an "in-house asset manager" or "INHAM" (within the meaning of Part IV of the INHAM exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of "control" in Section IV(h) of the INHAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (h). As used in this Section 6.2, the terms "employee benefit plan", "governmental plan", "party in interest" and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) if you are an insurance company, the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no "employee benefit plan" (within the meaning of Section 3(3) of ERISA or Section 4975(e)(1) of the Code), treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1) the identity of such QPAM and (2) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); orand

Source of Funds. Each Holder Purchaser represents that at the time of its purchase of Notes presently held by it at --------------- least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it to pay the purchase price of the Notes to be purchased by itit hereunder: (a) if such Purchaser is an insurance company, the Source does not include Plan assets allocated to any separate account maintained by such Purchaser in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is an "insurance company general account" within maintained solely in connec tion with such Purchaser's fixed contractual obligations under which the meaning amounts payable, or credited, to such plan and to any participant or benefi ciary of Department of Labor Prohibited Transaction Exemption such plan ("PTE"including any annuitant) 95-60 (issued July 12, 1995) and, as are not affected in any manner by the investment performance of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicileaccount; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-Prohibited Transaction Exemption ("PTE") 90- 1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder Purchaser has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1) the identity of such QPAM and (2) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); orthe

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes and the Warrants to be purchased by ityou hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. If you or any subsequent transferee of the Notes indicates that you or such transferee are relying on any representation contained in paragraph (b), (c) or (e) above, the Company shall deliver on the date of Closing 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 ▇▇▇▇'s management agreement on behalf of any such identified plan. As used in this Section 6.2, the terms "employee benefit plan", "governmental plan", "party in interest" and "separate account" shall have the respective meanings assigned to such terms in section 3 of ERISA.

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "SourceSOURCE") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1) the identity of such QPAM and (2) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); ormanaged

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "SourceSOURCE") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company "pooled separate account, ," within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12152, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(cl(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include or is deemed not to include under ERISA and the regulations thereunder, assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor ", as such term is defined in Prohibited Transaction Transactions Exemption (""PTE"") 95-60 (issued July 12, 1995) and), and the purchase of the Notes by you is eligible for, and satisfies the requirements of, the exemption provided in Section I of PTE 95-60 as in effect as of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicilethis Agreement; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 I (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset managerPROFESSIONAL ASSET MANAGER" or OR "QPAM" (within the meaning of Part PART V of the OF THE QPAM ExemptionEXEMPTIONS), no employee benefit plan's assets that are included PLANS ASSETS THAT ARE INCLUDED in such SUCH investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1V(c) (1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c1(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1) the identity of such QPAM and (2) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); orare

Source of Funds. Each Holder Noteholder represents that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") used by it to pay acquire the purchase price of the Notes purchased by itExisting Notes: (a) the Source is was an "insurance company general account" within ", as such term is defined in the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTE") 95-60 (issued July 12, 1995) and), and such purchase and holding of Notes was exempt under PTE 95-60 as of the date of the Closing or as of the date of transferApril 5, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicile2001; or (b) the Source is was either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, and such purchase and holding of Notes was exempt under either PTE 90-1 or PTE 91-38 as of the date of the Closing or as of the date of transferApril 5, as applicable2001, except as such Holder has disclosed with respect to the Company in writing pursuant to this paragraph (b), no any employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof that beneficially owns owned at such time more than 10% of all the assets allocated to such pooled separate account or collective investment fund, each of which was identified by such Noteholder to the Issuer in writing, and the Issuer has advised each Noteholder in writing that it is not a party in interest with respect to such plan or plans; or (c) the Source constitutes constituted assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are were included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed exceeded 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are were satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section section V(e) of the QPAM Exemption) owns owned a 5% or more interest in the Company and such purchase and holding of Notes was exempt under PTE 84-14 as of April 5, 2001; or (1d) the identity Source was a governmental plan that is not covered by ERISA or Section 4975 of such QPAM the Code, and neither the purchase nor holding of Notes resulted in, arose from, constituted or involved a transaction that was prohibited under applicable state or local law; or (2e) the names Source did not include assets of all any employee benefit plans whose assets are included plan subject to Title I of ERISA or any plan subject to Section 4975 of the Code. As used in this Section 6.2, the terms "employee benefit plan", "governmental plan" and "party in interest" shall have the respective meanings assigned to such investment fund have been disclosed to the Company terms in writing pursuant to this paragraph (c); orsection 3 of ERISA.

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "“Source"”) to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "“insurance company general account" ” within the meaning of Department of Labor Prohibited Transaction Exemption ("“PTE"”) 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "“control" ” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. If you or any subsequent transferee of the Notes indicates that you or such transferee are relying on any representation contained in paragraph (b), (c) or (e) above, the Company shall deliver on the date of Closing 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 ▇▇▇▇’s management agreement on behalf of any such identified plan. As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan”, “party in interest” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou 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 an "insurance company general account" within maintained solely in connection with your fixed contractual obligations under which the meaning amounts payable, or credited, to such plan and to any participant or beneficiary of Department of Labor Prohibited Transaction Exemption such plan ("PTE"including any annuitant) 95-60 (issued July 12, 1995) and, as are not affected in any manner by the investment performance of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicileaccount; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE Prohibited Transaction Exemption ("PTE") 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "SourceSource ") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "insurance company general account" within the meaning of United States Department of Labor Prohibited Transaction Class Exemption ("PTEPTCE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holderthe Source's state State of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE PTCE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE PTCE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, (except as such Holder has you have disclosed to the Parent Corporation and the Company in writing pursuant to this paragraph (b)), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(cl(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Parent Corporation and the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "‘‘Source"’’) to be used by it you to pay the purchase price of the Notes to be purchased by ityou 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 an "insurance company general account" within maintained solely in connection with your fixed contractual obligations under which the meaning amounts payable, or credited, to such plan and to any participant or beneficiary of Department of Labor Prohibited Transaction Exemption such plan ("PTE"including any annuitant) 95-60 (issued July 12, 1995) and, as are not affected in any manner by the investment performance of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicileaccount; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 Prohibited Transaction Exemption (‘‘PTE’’) 90–1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 91–38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "‘‘investment fund" ’’ (within the meaning of Part V of the QPAM Exemption) managed by a "‘‘qualified professional asset manager" ’’ or "‘‘QPAM" ’’ (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "‘‘control" ’’ in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") used by it you to pay the purchase price of the Prior Notes that were purchased by ityou under the Prior Note Agreement: (a) if you are an insurance company, the Source is an "insurance company general account" within did not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) had any interest, other than a separate account that was maintained solely in connection with your fixed contractual obligations under which the meaning amounts payable, or credited, to such plan and to any participant or beneficiary of Department of Labor Prohibited Transaction Exemption such plan ("PTE"including any annuitant) 95-60 (issued July 12, 1995) and, as were not affected in any manner by the investment performance of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicileaccount; or (b) the Source is was either (1i) an insurance company pooled separate account, within the meaning of PTE 90Prohibited Transaction Exemption ("PTE") ▇▇-1 ▇ (issued January 29▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, 1990▇▇▇▇), or ▇▇ (2▇▇) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company Parent in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes constituted assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company Parent and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company Parent in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder Purchaser represents that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it to pay the purchase price of the Notes to be purchased by itit hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC NMC Annual Statement filed with such HolderPurchaser's state of domicile; or (b) the Source is either (1) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder Purchaser has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1) the identity of such QPAM and (2) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC National Association of Insurance Commissioners Annual Statement filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1) the identity of such QPAM and (2) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); orsuch

Source of Funds. Each Holder represents You represent as of the date hereof and the date of each Closing at which you are to purchase Notes that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) if you are an insurance company, the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and), as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, plan (treating as a single plan, plan all plans maintained by the same employer or employee organization or affiliate thereof, organization) with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds plan exceed 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in your most recent annual statement in the NAIC Annual Statement form required by the National Association of Insurance Commissioners as filed with such Holder's your state of domiciledomicile and the requirements of PTE 95-60 with respect to the purchase of the Notes have been satisfied; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company Constituent Companies in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fundfund and the requirements of PTE 90-1 or 91-38, as applicable, with respect to the purchase of the Notes have been satisfied; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(cl(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the either Constituent Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company Constituent Companies in writing pursuant to this paragraph (c)) and the requirements of PTE 84-14 with respect to the purchase of the Notes have been satisfied; or

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

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) if you are an insurance company, the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") PTE 95-60 (issued July 12and the purchase and holding of Notes by you is eligible for and satisfies the requirements of PTE 95-60, 1995) andit being understood and agreed that in making such representation, as such insurance company is relying on the truth and accuracy of the date representation of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as Company set forth in the NAIC Annual Statement filed with such Holder's state of domicileSec. 5.12(e); or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July June 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fundfund and all other requirements for an exemption under PTE 90-1 or 91-38, as applicable, are met; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder Noteholder represents that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") used by it to pay the purchase price of the Existing Notes purchased by itamended and restated hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement for such Noteholder most recently filed with such HolderNoteholder's state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder Noteholder has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) Stepan Company Amended and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1) the identity of such QPAM and (2) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); orRestated Note Agreement

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "“Source"”) to be used by it you to pay the purchase price of the Notes to be purchased by it:you hereunder: -12- Cabela’s Incorporated, et al. Note Purchase Agreement (a) the Source is an "“insurance company general account" ” within the meaning of Department of Labor Prohibited Transaction Exemption ("“PTE"”) 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company Obligors in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or or (c) the Source constitutes assets of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "“control" ” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company any Obligor and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company such Obligor in writing pursuant to this paragraph (c); oror (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Obligors in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. If you or any subsequent transferee of the Notes indicates that you or such transferee are relying on any representation contained in paragraph (b), (c) or (e) above, each Obligor shall deliver on the date of Closing 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 3 of ERISA. -13- Cabela’s Incorporated, et al. Note Purchase Agreement

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

Source of Funds. Each Holder represents In the event that at you maintain assets of an ERISA covered Plan that is related to the time of its purchase of Notes presently held by it Company or an ERISA Affiliate, you represent that at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou 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 an "insurance company general account" within maintained solely in connection with your fixed contractual obligations under which the meaning amounts payable, or credited, to such plan and to any participant or beneficiary of Department of Labor Prohibited Transaction Exemption such plan ("PTE"including any annuitant) 95-60 (issued July 12, 1995) and, as are not affected in any manner by the investment performance of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicileaccount; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE Prohibited Transaction Exemption ("PTE") 90-1 (issued January 29▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, 1990▇▇▇▇), or ▇▇ (2▇▇) a bank ▇ ▇▇nk collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "insurance company general account" within the meaning of as defined in United States Department of Labor Prohibited Transaction Exemption Transaction ("PTE"1) 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit planCode, treating as a single plan, plan all plans maintained by the same employer or employee organization or affiliate thereof, ) with respect to which the amount of the general account reserves and liabilities for of all contracts held by or on behalf of such plan, plan exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC National Association of Insurance Commissioners' Annual Statement filed with such Holder's your state of domiciledomicile and that such acquisition is eligible for and satisfies the other requirements of such exemption; or (b) if you are an insurance company, the Source does not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or (c) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued 55 FR 2891, January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued 56 FR 31966, July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (bc), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (cd) the Source constitutes assets of an "investment fund" (within the meaning of Part part V of PTE 84-14 (49 FR 9494, March 13, 1984) (the "QPAM Exemption")) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (cd); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, plan all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by it: you hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds exceed ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company Obligors in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company either Obligor and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company Obligors in writing pursuant to this paragraph (c); oror (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Obligors in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. If you or any subsequent transferee of the Notes indicates that you or such transferee are relying on any representation contained in paragraph (b), (c) or (e) above, the Obligors shall deliver on the date of Closing 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 ▇▇▇▇'s management agreement on behalf of any such identified plan. As used in this Section 6.2, the terms "employee benefit plan", "governmental plan", "party in interest" and "separate account" shall have the respective meanings assigned to such terms in section 3 of ERISA.

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, plan all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; oror Star Gas Partners, L.P. Note Purchase Agreement Petro Holdings, Inc. Petroleum Heat and Power Co., Inc. (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder Purchaser represents that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it to pay the purchase price of the Notes to be purchased by itit hereunder: (a) if such Purchaser is an insurance company, the Source does not include plan assets allocated to any separate account maintained by such Purchaser in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is an "insurance company general account" within maintained solely in connection with such Purchaser's fixed contractual obligations under which the meaning amounts payable, or credited, to such plan and to any participant or beneficiary of Department of Labor Prohibited Transaction Exemption such plan ("PTE"including any annuitant) 95-60 (issued July 12, 1995) and, as are not affected in any manner by the investment performance of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicileaccount; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90Prohibited Transaction Exemption ("PTE") ▇▇-1 ▇ (issued January 29▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, 1990▇▇▇▇), or ▇▇ (2▇▇) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder Purchaser has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and, as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit planplan or plans, treating as a single plan, plan all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(cl(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM QPAM, and (2ii) the names of all employee benefit plans whose assets are included in such investment fund fund, have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder Purchaser represents that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it such Purchaser to pay the purchase price of the Notes to be purchased by itit hereunder: (a) if such Purchaser is an insurance company, the Source does not include assets allocated to any separate account maintained by such Purchaser in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is an "insurance company general account" within maintained solely in connection with your fixed contractual obligations under which the meaning amounts payable, or credited, to such plan and to any participant or beneficiary of Department of Labor Prohibited Transaction Exemption such plan ("PTE"including any annuitant) 95-60 (issued July 12, 1995) and, as are not affected in any manner by the investment performance of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicileaccount; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE Prohibited Transaction Exemption ("PTE") 90-1 (issued January 29▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, 1990▇▇▇▇), or ▇▇ (2▇▇) a bank ▇ ▇ank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by it: you 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 an "insurance company general account" within maintained solely in connection with your fixed contractual obligations under which the meaning amounts payable, or credited, to such plan and to any participant or beneficiary of Department of Labor Prohibited Transaction Exemption such plan ("PTE"including any annuitant) 95-60 (issued July 12, 1995) and, as are not affected in any manner by the investment performance of the date of the Closing separate account; or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90Prohibited Transaction Exemption ("PTE") ▇▇-1 ▇ (issued January 29▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, 1990▇▇▇▇), or ▇▇ (2▇▇) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); oror (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA; or (g) the Source is an "insurance company general account" within the meaning of PTE 95-60 (issued July 12, 1995) and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceed ten percent (10%) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with your state of domicile. As used in this Section 6.2, the terms "employee benefit plan", "governmental plan", "party in interest" and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA.

Source of Funds. Each Holder represents You represent that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it you to pay the purchase price of the Notes to be purchased by ityou 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 an "insurance company general account" within maintained solely in connection with your fixed contractual obligations under which the meaning amounts payable, or credited, to such plan and to any participant or beneficiary of Department of Labor Prohibited Transaction Exemption such plan ("PTE"including any annuitant) 95-60 (issued July 12, 1995) and, as are not affected in any manner by the investment performance of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicileaccount; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE Prohibited Transaction Exemption ("PTE") 90-1 (issued January 29, 1990), or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(cl(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

Source of Funds. Each Holder The Note Purchaser represents that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "Source") to be used by it to pay the purchase price of the Additional Senior Notes to be purchased by it: (ai) if such Note Purchaser is an insurance company, the Source does not include Plan assets allocated to any separate account maintained by such Note Purchaser in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is an "insurance company general account" within maintained solely in connection with such Note Purchaser's fixed contractual obligations under which the meaning amounts payable, or credited, to such plan and to any participant or beneficiary of Department of Labor Prohibited Transaction Exemption such plan ("PTE"including any annuitant) 95-60 (issued July 12, 1995) and, as are not affected in any manner by the investment performance of the date of the Closing or as of the date of transfer, as applicable, there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereof, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceeds 10% of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's state of domicileaccount; or (bii) the Source is either (1A) an insurance company pooled separate account, within the meaning of PTE Prohibited Transaction Exemption ("PTE") 90-1 (issued January 29▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, 1990▇▇▇▇), or ▇▇ (2▇) a bank ▇ ▇ank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder Note Purchaser has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (ciii) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (1) the identity of such QPAM and (2) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); orasset

Source of Funds. Each Holder Purchaser represents that at the time of its purchase of Notes presently held by it at least one of the following statements was is an accurate representation as to each source of funds (a "“Source"”) to be used by it such Purchaser to pay the purchase price of the Notes to be purchased by itsuch Purchaser hereunder: (a) the Source is an "“insurance company general account" ” within the meaning of Department of Labor Prohibited Transaction Exemption ("“PTE"”) 95-60 (issued July 12, 1995) and), as of the date of the Closing or as of the date of transfer, as applicable, and there is no employee benefit plan, treating as a single plan, all plans maintained by the same employer or employee organization or affiliate thereoforganization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, plan exceeds ten percent (10% %) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with such Holder's your state of domicile; or (b) the Source is either (1i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), ) or (2ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, as of the date of the Closing or as of the date of transfer, as applicable, except as such Holder has you have disclosed to the Company in writing pursuant to this paragraph (bSection 5.5(b), no employee benefit plan or group of plans maintained by the same employer or employee organization or affiliate thereof beneficially owns more than ten percent (10% %) of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "“investment fund" ” (within the meaning of Part V of the QPAM Exemption) managed by a "“qualified professional asset manager" ” or "“QPAM" ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's ’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed twenty percent (20% %) of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person person controlling or controlled by the QPAM (applying the definition of "“control" ” in Section V(e) of the QPAM Exemption) owns a five percent (5% %) or more interest in the Company and (1i) the identity of such QPAM and (2ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (cSection 5.5(c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this Section 5.5(e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. As used in this Section 5.5, the terms “employee benefit plan”, “governmental plan”, and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.