EFTA01584159

&Biagi( QIBLIST CERTIFICATION CERTIFICATE OF RULE 144A QUALIFIED INSTITUTIONAL BUYER AND SECTION 3(C)(7) QUALIFIED PURCHASER 1. In connection with a purchase or purchases of privately offered securities pursuant to Rule 144A under the Securities Act of 1933, the undersigned certifies that it is familiar with Rule 144A. agrees that persons selling securities to the undersigned in reliance upon Rule I44A may rely on the information contained in this ccnificate and represents and warrants than (i) It is a Qualified Institutional Buyer ('0111") las described in Annex A hereto) of the following type: Corporation !insert rape of inslituftrnt as II appears in bold in en/VT A hereto inuirance (onyx:ay. brve.srinenr adsiier. rte.)) ale (ii) as of eDeSAyeVer...20 IN (Insert a specific date on or after the last day of the undersigned's most recently ended fiscal year.). the undersigned owned or invested on a discretionary basis S ao o million (Invert a specific ;lunar atnoina.)of "eligible securities" (as set forth in Annex A): (iii) if the amount specified in clause (ii) above is less than 5100,000.000 but not less than SI0.000.000. the undersigned is a dealer registered under Section 15 of the Securities Exchange Act of 1934 (the "Exchange Act"): (iv) if n amount specified in clause (143b0VC is less than 510,000.000. the undersigned is a dealer registered pursuant to Section 15 of the Exchange Act acting in a riskiest pnncipal transaction on behalf of a QIB; if the undersigned decides to purchase Rule I44A securities for the accounts of others, it will ally purchase Rule I44A securities (or accounts that independently qualify as Q1Bs as defined in Rule 144A: and (v) (vi) the undersigned's current fiscal year ends on DeiLea.Cf.:3\-- II. The undersigned certifies that it has read Annex EVRestrictions on Sales of Book•Entry Securities Designated QM/QV or 3(c)(7)" attached hereto. For the purposes of determining that the undersigned is a "Qualified Purchaser" as defined in Sections 3(c)(2) and 2(aX5I) and the related rides of the Investment Company Act of 1940, :s amended. the undersigned represents and warrants that: (i) it is not a: "dealer" described in (ii) of Antex,5 that owns and invests on a discretionary basis less than 525,000.000 in eligible "securities" (excluding securities constituting the whole or part of an unsold allotment to or subsenption as a participant in a public offering): or "plan" described in (for (g) of Annex„..6 or a - trust fund" described in (h) of Annexa that holds assets for such a plan, the investment decisions of which are made by the licx-ficiaries of the plan and not solely by the fiduciary, mwiee or sponsor of the plan; (ii) the undersigned is not an entity that was formed for the specific purpose of investing in Section 3(cX7) securities (or if it was formed for such purpose. then each beneficial owner of its securities is a Qualified Purchaser): (iii) if the undersigned was formed prior to April 30. 1996 and is an investment company excepted from the Investment Company Act pursuant to Section 3(c)( 1) or Section 1.(cX7) thereof, then its treatment as a Qualified Purchaser has been consented to (in the manner required by Section 2(3)(51)(C) of the Investment Company Act and rules thereunder) by its beneficial owners who acquired their interests on or before April 30,1996: and (iv) Each of the sub-accounts listed and attached hereto can independently make the representations and warranties in this Part II. If the undersigned decides to purchase securities designated Q1B/QP or 3(c)(7) for the accounts of other,. it will tint), purchase (or accounts which can, and each such account will be deemed to, make the representations and warranties in Past 1(i) above and this Part 11. (An insurance company may purchase for one or more of its separate accounts without regard to whether such separate account could independently make those representations and warranties.) III. The undersigned agrees to promptly advise you if any of the representations or warranties in this certificate ceases to be true. IV. The undersigned certifies that the undersigned is the institution's chief financial officer. a person fulfilling an equivalent function, or other executive officer or the purchaser. If the institution is a member of a "family of investment companies". the certification must be submitted by an executive officer of such institution's investment advisor titution Name Ins m Finanal Trust Company Inc. Name Address, City, State, -pp 6100 Red Hook Quaer E B-3 rt St Thomas, 00802 Name of Authorized Signatory Jeffrey Epstein Includes alTiliates and wholly owned subsidiaries CI (check if applicable) title of AWhorlzed Signatory pit 5 i tic .44-- Telephone igmature of el nab ( 1 lEmail Address jeevaco [email protected] This Certilleals-iSill be deemed valid for the Institution named above. If there are additional institutions (e.g. subsection's or mutual funds) to be d ignatcrl as Qualified Institutional Buyers by this Certificate, please provide a list of such Institutions. 935 Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00064001 EFTA01584159