EFTA01387364.pdf

I agree that I wet read careiully any prospectus. term sheet and any other tithe mg document (any :Anita prospectus, tern sheet or offering document, an 'Offering Document") that i now receive in connection Witt die acquisitioriol any Structured Product for my Account, including disclosures In any such Offering noroment desrsilling the fete I may pay in connector with the Structured Product as well as representations and warranties flee ; isea be deemed to have made in connection with the acquisition of the Structured Product. Qualified Institutional Buyer I represent that Client qualifies as a 'Qualified Institutionel Suyer" a iteened below. \O) Any of the following entities, acting for its own account or the accounts of other qualified imeitimonal buyers. that in the aggregate owns and invests on a discretionary basis at least SJ 00 million in securities of issuers that are not affikated with the entity-. 0,. (A) Corporation, etc, A corporation (other than a bank. savings .;ind inan or similar institution referred to in (ii) below). partnership, Massachusetts or similar business trust, organization descnbed in Section 501(c)(3) of the Internal Ronnie Code, Smell Business Development Company licensed by the Li S. Small Business Administration under Section 301(c) or (d) of the Smell Business Investment Act of 1968, or business development company as defiled in Section 2020)(22) of the investment Advisors Act of /940; or (B) Insurance Company. An Insurance Company as defined in Section 2(13) of the Act: or (C) ERISA Plan, An employee benefit pion within the meaning or Title.lot the Employee Retirement Income Security Act of 1974: or (0) State or Local Plan. A plan established and maintained by a state, its political subdivisions, or any agency or instrument slily of a state or its political subdivisions. for the bent ilt of its OMOIOYeeS: Of (E) Trust Fund. A trust hind. velem to isle° is a bank or Dust, whose participants an o exclusively plans specified in subparagraph (C) or (0) above (but not including trust funds having IRAs or Keogh plans as par ticipaiits). (F) Investment Company. An Investment company registered under the Investment Company Am of 194f) or arty tit melees development company as defined in Section 2(aX48) of that Act: Or (G) Investment Advisor. An investment advisor registered uncle' the Investment Advisors Act of 1940 (ii) Bank or Savings and Loan. We are a bank defined in Section 3(a)(2) of the Act, a savings and loan association or other Institution referenced in Section 3(aj(SXA) of the Act, or a foreign bank or :ravines and !cot association in equivalent institution that in the aggregate owned and invested on a discretionaly bilSift, for Otli OWIlaceseunt and the accounts of other persons, ai least the amount of securities specified below (not tess that, 5100 million). calculated as provided in Rule 144A, as of the date specified below and had an audited net worth of at least $25 million as of the end of our most recent fiscal year. (This paragraph does not include bank commingled funds, exoest as noted in (0(E) above.) (iii) One of a Family of Investment Companies. We ere an investment compiler, registered under the Investment Company Act of 1940 that is part of a "family of investment companies", as defined in Rule 144A, that owned in the aggreeate at least the amount of securities specified below (not less than e100 million), calculated as provided in Rule 144A, as of the date specified below. (Iv) We are a dealer registered under Section 15 of the Securities Exchange Act of 1934, and we are one of the to lowing. (A) DealerlQlB. We owned or invested on a discretionary basis, for our own account and the accounts of other persons, at least the amount of securities specified below (not less then S10 million), calculated as provided or Rule 144A :.s of the date specified below. (B) Deater/Riskless Principal or Agent. We are acting either on a riskless principal basis for simultaneous resale to a qualified institutional buyer or as agent for one or more qualified institutional buyers. (v) Entity owned by Qualified Buyers. We are an entity, all of the equity owners of which are qualified institutional buyers (each satisfying one of (i) through (!v) above inducting as applicable Ihe $100 nation lest). In calculating the amount of securities owned or invested: ...a—. card I ?Kant SPA4 OB5101)017 003017 Nip, A l S CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0089838 CONFIDENTIAL SDNY GM_00238022 EFTA01387364