Text extracted via OCR from the original document. May contain errors from the scanning process.
DRAFT
Party A is a Multibranch Party and may act through the following Offices: Its New York,
London, Tokyo, Paris, Singapore, Brussels, Sydney, Amsterdam, Vienna, Canada (Toronto),
New Zealand (Auckland), and Zurich Branches, and its Frankfurt Head Office.
Party B is not a Multibranch Party.
(e)
Calculation Agent The Calculation Agent shall be Party A.
(f)
Credit Support Document. Details of any Credit Support Document:
The ISDA Credit Support Annex and supplementary "Paragraph 13 - Elections & Variables"
in the form appended hereto shall constitute a "Credit Support Document" in relation to each
party, respectively, with respect to all of the obligations of the parties and for all purposes of
this Agreement.
(g)
Credit Support Provider. Not applicable.
(1)
Governing Law.
This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York (without reference to its choice of law
doctrine).
(i)
Multiple Transaction Payment Netting. Multiple Transaction Payment Netting will apply
separately as agreed in writing from time to time.
(j)
Absence of Litigation. For the purpose of Section 3(c):
"Specified Entity" means in relation to Party A, None.
"Specified Entity" means in relation to Party B, None.
(k)
No Agency. The provisions of Section 3(g) will apply to this Agreement.
(I)
Additional Representation will apply. For the purpose of Section 3 of this Agreement each of
the following will constitute an Additional Representation:
(i)
Representations of All Parties. Each party will be deemed to represent and warrant to
the other party on and as of the date that it enters into a Transaction (which
representations and warranties shall be deemed repeated on and as of each date that any
Transaction remains outstanding) that (absent a written agreement between the parties
that expressly imposes affirmative obligations to the contrary for that Transaction):
(A)
Non-Reliance. It is acting for its own account, and it has made its own
independent decisions to enter into that Transaction and as to whether that
Transaction is appropriate or proper for it based upon its own judgment and upon
advice from such advisers as it has deemed necessary. It is not relying on any
communication (written or oral) of the other party as investment advice or as a
recommendation to enter into that Transaction: it being understood that
information and explanations related to the terms and conditions of a Transaction
shall not be considered to be investment advice or a recommendation to enter
into that Transaction. No communication (written or oral) received from the other
party shall be deemed to be an assurance or guarantee as to the expected results
of that Transaction.
36
Confidcatial
CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0105510
CONFIDENTIAL
SDNY GM_00251684
EFTA01449999