EFTA01393016

I atii tiff That I will lead cerelullY any fllosPectus. terra sheet and only other effie nig document (any ..itach pria,‘Te.clus. tint. sheet or aiienrictlocionent. an 'Offering Document') that i trey l if,: Ave a smiks:lion with um, acquisition of arty StrUCtuterl Product for my Account. includim disclosures in tiny such Offering twunient &serif-Ann the 'try I 'nay pay i•i connection with the Stitch% ed Product as well as seprestoliations era Weft Obties 7:: t ',all be rteremletl to have made it sooner . dor. with the acoutsi non of the SO uctured Product. Qualified Institutional Buyer i represent that Clieni on:thin:is as a -0natiliert Instnutiorcd Soya{ at-lined below. d) Any of the following entitles, acting ior its own account or ilw account,' DI other (a oltlar.l toe aggregate owe; and invests on a rescretionaty basis at least :sift° :Mahn) at SeOf ROWS Winner:. mat ace set affiliated with the entity: ot (Al Corporation, etc. A eorporanon (nmer than a hank. saving!, iixt twin simaa. maintain., fele' red to wi (e) below). partneiship, Massachusetts or %mew troSiOeSS trust, Stganirsi •no described in Seaton 501(43) et the Inicfm:i Reran": ''ode, Strati 3usinerts Development Company licensed by the ; S. Small So.:Most; Ailinflinaraintr; Wide! Section 301(t) Of (d)al the Small Business Investment Act of &9$8, or business ci veloptitem eottil tany deliival at Section 202(x)(22) of the investment Advisees Act 0; 1940. or (0) Insurance Company. An it isufai ice Company as defined In Salton "...! (13) of the Act; or (C) ERISA Plan. An enVoyee benefit plan within the rreaning tii role t at the Employee Retirement Income Security Act of 1974: or (DI State or Local Plan. A pian esiablishott taxi maintained tr 4 oiatt.:, is P011tittal SubtliviSionf, cillY ayeolcy SISOVeleotadtV of a state or its polittCal subdivisions. ear thins F4 e,i its..,e1O!Oyeea:.a (E) Trust Fund. A trust hind. ren0Se ItoStee iS 'Kink or trust. whree, parocevints in c es hist vely tears specified is subparsocaph (O or (0) above Out not inducts ig crust funds have ig IRAs or It'corAh !jam as pat eel/mails). (F) Investment Company. An nwestmeni company registered under the Investment Company AO. of tipiri fro Ass; development 0(4'030yes defined in Sectidit 2(a)(40) of that Aril. Of (6) Investment Advisor. An investment bcivicrx registered uncles ti it hweetineni Advisois ACC a 1940 (ii) Bank or Savings and Loan. We me it. bail:: defined in Section 3(aX2)tii the Acts n savings and loan associa wet Ol Other institution rafts eased in Section 3(0)(5)(A) of the Act, or a kneign bang. 'it I:avenge and loan ieistiontion 0. equivalent institution that in the aggregatz.cormee and inensted on 0 &swollen:a.; oasis. tor tau Own account .a ti ;he accounts of onset perSOOS. et Masi the amount of securities specified below (nal less than 5100 million), calculates,' as pi twitted h1 Rule 144A. as of the date specified below and had an audited net worth of at least $25 minion as or the end of ern moat recent fiscal year. (This paragrapn does not include bank commingled funds, einem as noted in (i)(E.) above ) fed) One of a Family of Investment Companies. We ante art investment coo:party registered undo, the Investmont CwiVanY ACA of 1940 that is port of a 'family of investment COMpatliaC, as definer' in Rule 144A, that owned in ;he aggregate at least the amount of securities specified below (not less elanta00 whorl). oh-Adam:ad as pi cmded In Ruh: 144A. as of Ma date specified below. (NI We are a dealer registered under Section )5 of the Securities Et change Act of 1934. and %voles One of the Iclaming (A.) DeelerrQl6. We owned or invested on a disaelf011ary buss, , fw ow own account and the au:curtly oi other pei sons, AT least the »Hewett of securities spersfier)1,00nr (MA feat; than SIO wecutwon as provkittd to Rote 14 iA. ti Mule date specified below. (B) DeatedRisktess Principal or Agent. WA are acting either on II Oakkaai principal Meat. "...rivulkoneoub resete to a qualified ostitutional buyer or as agent for one of more quaktied institutional buyers. (v) Entity owned by Qualified Burns W2 No an entity. all of the equity dement c4 VASCI ; quanffed instouCinnal hovers (each satisfying one of (i) thiougli tenve including as. applicable the $100 miaow In calculating the amount of securities owned or Invested:. Ydd Il Q7ii SP/.A OHS. u1101? WSW CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0098364 SDNY_GM_00244548 CONFIDENTIAL EFTA01393016