2.1.12 ERISA. If the Purchaser is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (ERISA), a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the Code) or an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are deemed to include plan assets of any such plan, account or arrangement (each, a Plan) subject to the fiduciary or prohibited transactions provisions of ERISA or Section 4975 of the Code, the Purchaser represents and warrants that (i) neither the Company, nor any of its respective affiliates (the Transactions Parties) has acted as the Plans fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Shares, and none of the Transactions Parties shall at any time be relied upon as the Plans fiduciary with respect to any decision to acquire, continue to hold or transfer the Shares and (ii) none of the acquisition, holding and/or transfer or disposition of the Shares will result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of any similar law or regulation.
2.1.13 Non Reliance. In making its decision to make the investments contemplated hereby and to enter into this Agreement, the Purchaser represents that it has relied solely upon its own independent investigation. Without limiting the generality of the foregoing, the Purchaser has not relied on any statements or other information provided, if any, by or on behalf of Guggenheim Securities, LLC or BTIG, LLC, or any of their respective affiliates or any of their respective control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing concerning the Company, the Sponsor, the Shares, this Agreement or the transactions contemplated hereby. The Purchaser acknowledges and agrees that Guggenheim Securities, LLC and BTIG, LLC (i) have not provided the Purchaser with any advice with respect to the Shares, this Agreement or the transactions contemplated hereby, (ii) have not made any representation, express or implied as to the Company or the Sponsor, their credit quality, the Shares, this Agreement or the transactions contemplated hereby, (iii) have not acted as the Purchasers financial advisor or fiduciary in connection with the purchase of the Shares, the entering into this Agreement or the transactions contemplated hereby, (iv) may have acquired, or may acquire, non-public information with respect to the Company or the Sponsor which the Purchaser agrees need not be provided to it, and (v) may have existing or future business relationships with the Company and the Sponsor or their respective affiliates (including, but not limited to, lending, depository, risk management, advisory and banking relationships) and will pursue actions and take steps that they deem necessary or appropriate to protect their respective interests arising therefrom without regard to the consequences to the Purchaser, and that certain of these actions may have material and adverse consequences to the Purchaser. The Purchaser acknowledges that it has not relied on Guggenheim Securities, LLC or BTIG, LLC in connection with its determination as to the legality of its acquisition of the Shares, of its entering into this Agreement or as to the other matters referred to herein and the Purchaser has not relied on any investigation that Guggenheim Securities, LLC or BTIG, LLC, any of their respective affiliates or any person acting on their behalf may have conducted with respect to the Shares, the Company or the Sponsor.
2.1.14 No Public Market. The Purchaser understands that no public market now exists for the Shares, and that neither the Company nor Sponsor has made any assurances that a public market will ever exist for the Shares.
2.1.15 Principal Place of Business. The Purchasers principal place of business is the office or offices located at the address of the Purchaser set forth on the signature page hereof.
2.1.16 Acknowledgment. The Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to the Company.