EFTA01356867.pdf

Securities Act. It is a 'qualified institutional buyer as defined n Rule 144A under the U.S Secur;fies Act of 1933, as emended (the: Securities Act'). Other Representations: Party B represents and warrants to Party A that: To the extent the Shares underlying the Transaction are a class of security that Is subject to reporting under Section 13 of the U.S. Securities Exchange A* of 1934, as amended (the 'Affected Shares"), Counterparty represents and warrants to Deutsche that the aggregate of Counterparty's exposure to the Affected Shares through actual ownership, derivative positions (Including swaps and ell Transactions), or otherwise (the 'Total Exposure') Is less than 10% of the total stock outstanding of the Issuer ("ISO"); provided that a breach of this representation shall not be an Event of Default under the Agreement but rather shall give Deutsche the right but not the obligation to knmediately terminate the relevant Transaction on Affected Shares. (II) Counterparty does not have the current intent to Influence or otherwise take an 'active' role with the company and MI comply with all reporting requirements Including Section 13 of the U.S. Securities Exchange Act of 1934. (Id) Counterparty represents that (A) each Transaction is intended to be part of a profitable trading strategy that is independent of any tax savings to Counterparty and (B) it has valid business reasons for entering into the Transaction as opposed to direct ownership of the Shares (which may Include but are not limited to improved financing rates, bankruptcy safe harbour protection, leverage or anonymity of Counterparty's trading strategy). (Iv) Counterparty is an 'eligible contract participant' within the meaning of the U.S. Commodity Exchange Act, as amended (the 'CEA,. (v) Counterparty is not entering Into the Transaction to hedge securities that are subject to resale restrictions under Rule 144 or Rule 145 under the Securities Act or otherwise. (vi) Counterparty Is not an 'affiliate' or 'Insider of any relevant issuer of shares underlying the Transaction within the meaning of any securities law applicable to such Issuer, and will not attain such status during the term of the Transaction. Credit Support Provisions: For purposes of this Transaction and, with respect to Party B solely, the independent Amount" shall mean the amount required in accordance with the Rules of the Road Margin Requirements which have been separately provided to Party B (the "Rules"). 3. Account Details: Payments to Party A: To be advised Payments to Party B: To be advised 4. Contact Names: Confirmations n rol Telephone: Fax: e-mail address: Payments/Fixings Telephone: Fax: e-mail address: 5. Offices: The Office of Party A for the Transaction Is London. Party B Representations. Party B represen s, warrants and acknowledges that CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0043033 CONFIDENTIAL SDNY_GM_00189217 EFTA01356867