EFTA Document EFTA01392948

Each entity, including a parent or subsidiary, must separately meet the requirements to be a qualified insthutional buyer under Rule 144A. Securities owned by any subsidiary are included as owned or invested by its parent entity for purposes of Rule 144A only if: (1) the subsidiary is consolidated In the parent entity's financial statements; and (2) the subsidiary's investments are managed under the parent entity's direction (except that a subsidiary's securities are not included if the paren