EFTA01356919.pdf

that DB may provide to Client and to 19. RESEARCH AND OTHER DATA notify DB promptly if it considers that it is unable to do so. 19.1 DB may publish research or recommendations from time to time to all 18. INFORMATION BARRIERS AND or any of its clients but will be under no INDEPENDENCE obligation to disclose or take account of such research or recommendations when 18.1 DB will not, in the course of providing dealing with or for Client. services to Client, be obligated to make use of or disclose to Client (or where 19.2 The terms covering any provision of applicable, its principal or principals) research to Client will be provided to information, whether or not unpublished Client separately. and/or price sensitive, which is in the 19.3 DB will be under no obligation to update, possession of any DB Entity, in modify or amend research or to otherwise circumstances where the DB Entity or the notify Client or any other recipient in the particular DB personnel who are at that event that any matter stated therein, or time handling Client's (or where any opinion, projection. forecast or applicable, its principal's or principals') estimate set forth therein, changes or affairs are prevented from knowing or subsequently becomes inaccurate, except taking account of such information by if research on the subject company is reason of DB's information bathers or withdrawn. independence policies or Applicable Law. DB has an information control 19.4 Material provided to Client (or where policy that states that information will applicable, its principal or principals) by only be shared between DB Entities and a sales or trading function within DB that DB personnel on a need to know basis is not labelled or described as investment and only to the extent permitted by research will not be produced, reviewed Applicable Law and that information or edited by the DB research department. from a particular client remains Any opinions expressed in such material confidential to that client. may differ from the opinions expressed by other DB departments including the 18.2 Although personnel of different DB DB research department. Sales and Entities may work closely together. strict trading functions may have interests, segregation of information is observed relationships or arrangements which the between personnel engaged in (i) research department does not face. The research; (ii) sales and trading; (iii) asset DB Group may engage in transactions in management; (iv) corporate finance a manner inconsistent with the views advisory; and (v) other banking activities; discussed in such material. regardless of the DB Entity for which they might carry on their duties. 19.5 Subject to the terms of any written agreement between Client and the 18.3 DB personnel will provide Client with relevant DB Entity material which is services on the basis of the information made available by any DB Entity to known to the particular personnel who Client including research, are at that time handling Client's (or recommendations, pricing information where applicable, its principal's or and market data (and all intellectual principals') affairs. property and other rights in the same) will, as between Client and the relevant DB Entity, remain the exclusive property of the relevant DB Entity and will be used 13123 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0043120 CONFIDENTIAL SDNY_GM_00189304 EFTA01356919