EFTA01480060.pdf

Derivative and Foreign Exchange (FX) Commodity Transactions J.P.Morgan Regulated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") A. Agreement for AU Transactions (cont.) 4. Special Entity Status (non-individual accounts only) each time The client represents, warrants and certifies to 1.P. Morgan on a continuing basis (which, for avoidance of doubt, Includes an Exempt Transaction or a Derivative transaction) that it Is not considered a Special Entity for that ).P. Morgan executes or dears to completing this Section 4, the client should perform appropriate due diligence and, if purposes Of the Dodd-Frank Act. Prior necessary, consult with legal counsel, in regards to these representations, warranties and certifications. (a) The client is the following entity type (check one): C A Special Entity, as defined below. r A tax-exempt organization filing under Internal Revenue Code Section 501(c)(3), which is not an endowment. O s.Neither a Special Entity nor a tax-exempt organization filing under Internal Revenue Code Section 501(0(3). (b) Was the client created (check one): r , By a public official, entity, or authority through an action pursuant to such person's official capacity or directly or Indirectly through authority or direction of law (e.g. through legislation, regulation, court order, or other similar authority)? 14, By private individuals or entities, unrelated to a public official, entity, or authority? the client's Selection of 3.P. Morgan to act (c) Is any person responsible for or otherwise holding direct or indirect influence regarding to, the client's directors, as a Derivatives counterparty and/or to provide a Derivatives Account (Including, but not limited or influence): management, investment managers, or other authorized persons or employees holding such responsibility r A pudic official or public employee acting In or his or her official capacity or directly or indirectly selected or appointed by one or more public officials in their official capacity by individuals directly or indirectly selected or appointed by one or more public c4fidals In their offidal capacity? or indirect influence over the client's • None of the client's employees or management or any other person holding direct to public integrity rules/codes of ethics selection of ).P. Morgan in regards to any Derivatives services or accounts are subject rules. or reporting requirements or selected or appointed by others subject to such i 'A Special Entity is any of the following: • - A Federal agency; subdivision of a state, or any instrumentality, department, or a - A State, State agency, city, county, municipality, other political state; corporation of or established by a state or political subdivision of a Security Act of 1974 (29 t)1S.C. 1002); - An employee benefit plan subject to Title I of the Employee Retirement Income endowment, Including an endowment that is an organization described In Section 501(c)(3) of the Internal Revenue Code of 1986 - An (26 U.S.C. 501(C)(3)); or Retirement Income Security Act of 1974 (29 V.S.C. 1002), not - An employee benefit plan defined In Section 3 Of the Employee otherwise defined as a Special Entity, that elects to be a Special Entity by notifying a swap dealer or major swap participant of its a swap with the particular swap dealer or major swap participant. election prior to entering into y Transactions Regulated by the Dodd- 5. The representations, warranties and certifications contained In this Derivative and FX/Commoctlt as amended, supplemented be read with the )PM August 2012 Bilateral DF Agreement, Frank Act agreement (this 'Agreements) should industry standards. The client acknowledges and or replaced from time to time to reflect changes in applicable law, regulation and of the date of the execution and delivery of this agrees that (I) the Information set forth in this Agreement is true and accurate as Agreement; (II) in the event of any material change to the Information set forth in this Agreement, the client will contact J.P. Morgan and manner; (Id) the Information set forth in this Agreement Is, and shall be considered in all respects, update the Information in a timely and (Iv) ).P. Morgan will rely on the Relevant Information as that term is defined In the )PM August 2012 Bilateral DF Agreement; with the client. Notwithstanding any provision set information set forth in this Agreement In evaluating whether to enter Into Derivatives Information. given hereunder which Is forth in the Cleared Trades Agreement or the TWA Documentation (each defined below), any In any material respect or which is rendered incorrect or misleading by the failure of the client to update this incorrect or misleading rise to termination and/or reversal by the Bank of any Derivatives transaction entered Into in Agreement on a timely basis may give reliance on the representations, warranties and certifications contained In this Agreement. client to enter Into one or more of the 6. Depending on the types of transactions done by the client, ).P. Morgan may require the Clearer; Derivatives Execution following additional agreements: the /PM August 2012 Bilateral DF Agreement, the PIA-ISDA applicable schedules (the foregoing Agreement, the Client Agreement, the Cleared Derivatives Transaction Addendum, and any by the International agreements shall be referred to collectively as the 'Cleared Trades Agreement') and/or agreements promulgated Association, Inc. ri5DA"), as supplemented , modified and amended by the applicable counterparty from time Swaps and Derivatives 2012 Bilateral DF to time (the foregoing ISDA agreements, related supplements, modifications and amendments plus the )PM August in the future to Agreement shall be referred to collectively as the '150A Documentation"). The required agreements may change reflect changes In applicable law, regulation and industry standards. Title SPN CAS ).P. Morgan Use Only 2 of 5 Banker/Investor 6/13 1072 Confidential Treatment Requested by JPM-SDNY-00002110 JPMorgan Chase CONFIDENTIAL SDNY_GM 00271308 EFTA01480060