Common use of Counterparty Representations and Undertakings Clause in Contracts

Counterparty Representations and Undertakings. For the purposes of Section 3 of the Agreement, Counterparty represents and undertakes to [*] on the Trade Date, the Effective Date and the Settlement Date that: (a) Counterparty is not on the Trade Date, and will not be on any date on which Counterparty takes any action hereunder or in connection herewith that would constitute an amendment, modification or waiver hereof, aware of any material non-public information regarding the Shares or the Issuer, except that on any date on which it delivers a Counterparty Election Notice to end the Initial Hedging Period pursuant to limb (c) of the definition thereof, Counterparty will not be aware of any material non-public information which would: (i) restrict its ability to deal in or take any action in relation to the Shares or instruments whose profitability is determined by the Shares; or (ii) affect its ability to enter into and perform its obligations under the Transaction or in relation to any such action; (i) The Transaction and the Related Transaction (including, for purposes of the representation in this clause (b), any hedging and settlement activity by [*] or the Hedging Party in respect of the Transaction or the Related Transaction) does not and will not violate Rule 14e-3 under the Exchange Act, and (ii) Counterparty and each of its Affiliates has not (taking into account the Transaction and the Related Transaction) taken “a substantial step or steps” (within the meaning of Rule 14e-3 under the Exchange Act) toward commencing a tender offer; (c) Counterparty has made, and will make, all filings required to be made by it with the Securities and Exchange Commission, the Chilean Commission for the Financial Market (Comisión para el Xxxxxxx Financiero or “CMF”), the Exchange and any other securities exchange (whether located in the United States or otherwise) or any other regulatory body (whether located in the United States or otherwise), or any other disclosure required by, but not limited to, the Chilean Act No. 18,045 on Securities Market and by general rule No. 269 of the CMF, with respect to the Transaction and the Related Transaction; (d) None of Counterparty, Issuer or any other “affiliated purchaser” (as defined in Rule 10b-18) of the Issuer shall, without the prior written consent of [*], directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or limited partnership or a depository share), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during the Initial Hedging Period; (e) Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50,000,000 as of the date hereof; (f) Counterparty is not, and after giving effect to the Transaction and the Related Transaction will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; (g) Counterparty represents and warrants to [*] on the Trade Date and at all times thereafter that it has complied with and will comply with all laws and regulations to the extent applicable to the Transaction and the Related Transaction, including without limitation, in relation to (i) any approval, decision, consent or authorisation of any competent authority and (ii) any disclosure obligations, except, in each case, where any non-compliance would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (h) Counterparty represents and warrants to [*] on the Trade Date and on any date on which it performs an obligation or exercises a right under the Transaction that the execution, delivery and performance, as the case may be, of the Transaction, the Related Transaction, this Confirmation, the Agreement and the Related Agreement: (i) will not constitute a breach of any obligation of Counterparty or result in a default under any agreement to which Counterparty is subject or a party to or by which Counterparty is, or its assets are, bound, except for any breach or default as would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (ii) falls within its relevant corporate authorisations and powers and does not violate or conflict with any law applicable to Counterparty, any provision of Counterparty’s constitutional documents, any order or judgment of any court or other agency of government applicable to Counterparty or any of Counterparty’s relevant assets, except for any violation or conflict as would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (i) Counterparty covenants to [*] that it will file an amendment to the Statement on Schedule 13D originally filed by the Counterparty with the U.S. Securities and Exchange Commission on November 3, 2014, as amended and supplemented from time to time, disclosing the Transaction (the “Schedule 13D Amendment”) promptly following the date of the Agreement; and (j) Counterparty represents and warrants to [*] on the Settlement Date that it will not, as a consequence of delivery of Shares to it by [*] pursuant to the terms of this Confirmation, provided that the number of Shares to be delivered by [*] is not in excess of the Maximum Number of Shares, or pursuant to any other agreement or financial instrument, hold more than 65% of the voting share capital of the Issuer.

Counterparty Representations and Undertakings. For the purposes of Section 3 of the Agreement, Counterparty represents and undertakes to [*] on the Trade Date, the Effective Date and Date, the Settlement Date (if any) and the Cash Settlement Payment Date (if any) that: (a) Counterparty is not on the Trade Date, and will not be on any date on which Counterparty takes any action hereunder or in connection herewith that would constitute an amendment, modification or waiver hereof, aware of any material non-public information regarding the Shares or the Issuer, except that on any date on which it delivers a Counterparty Election Notice to end the Initial Hedging Period pursuant to limb (c) of the definition thereof, Counterparty will not be aware of any material non-public information which would: (i) restrict its ability to deal in or take any action in relation to the Shares or instruments whose profitability is determined by the Shares; or (ii) affect its ability to enter into and perform its obligations under the Transaction or in relation to any such action; (i) The Transaction and the Related Transaction (including, for purposes of the representation in this clause (b), any hedging and settlement activity by [*] or the Hedging Party in respect of the Transaction or the Related Transaction) does not and will not violate Rule 14e-3 under the Exchange Act, and (ii) Counterparty and each of its Affiliates has not (taking into account the Transaction and the Related Transaction) taken “a substantial step or steps” (within the meaning of Rule 14e-3 under the Exchange Act) toward commencing a tender offer; (c) Counterparty has made, and will make, all filings required to be made by it with the Securities and Exchange Commission, the Chilean Commission for the Financial Market (Comisión para el Xxxxxxx Financiero or “CMF”), the Exchange and any other securities exchange (whether located in the United States Chile or otherwise) or any other regulatory body (whether located in the United States Chile or otherwise), or any other disclosure required by, but not limited to, the Chilean Act No. 18,045 on Securities Market and by general rule No. 269 of the CMF, with respect to the Transaction and the Related Transaction; (d) None of Counterparty, Issuer or any other “affiliated purchaser” (as defined in Rule 10b-18) of the Issuer shall, without the prior written consent of [*], directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or limited partnership or a depository share), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during the Initial Hedging Period; (e) Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50,000,000 as of the date hereof; (f) Counterparty is not, and after giving effect to the Transaction and the Related Transaction will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; (g) Counterparty represents and warrants to [*] on the Trade Date and at all times thereafter that it has complied with and will comply with all laws and regulations to the extent applicable to the Transaction and the Related Transaction, including without limitation, in relation to (i) any approval, decision, consent or authorisation of any competent authority and (ii) any disclosure obligations, except, in each case, where any non-compliance would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (h) Counterparty represents and warrants to [*] on the Trade Date and on any date on which it performs an obligation or exercises a right under the Transaction that the execution, delivery and performance, as the case may be, of the Transaction, the Related Transaction, this Confirmation, the Agreement and the Related Agreement: (i) will not constitute a breach of any obligation of Counterparty or result in a default under any agreement to which Counterparty is subject or a party to or by which Counterparty is, or its assets are, bound, except for any breach or default as would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (ii) falls within its relevant corporate authorisations and powers and does not violate or conflict with any law applicable to Counterparty, any provision of Counterparty’s constitutional documents, any order or judgment of any court or other agency of government applicable to Counterparty or any of Counterparty’s relevant assets, except for any violation or conflict as would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (i) Counterparty covenants to [*] that it will file an amendment to the Statement on Schedule 13D originally filed by the Counterparty with the U.S. Securities and Exchange Commission on November 3, 2014, as amended and supplemented from time to time, disclosing the Transaction (the “Schedule 13D Amendment”) promptly following the date of the Agreement; (j) Counterparty covenants to [*] that it will make a public announcement or public filing announcing the existence of the Transaction and the Maximum Number of Shares (expressed as a percentage or otherwise) prior to or on the Effective Date; provided that if such public announcement or public filing is made later than one and a half hours prior to the scheduled open of trading on the Exchange on the Effective Date, the Calculation Agent may make such adjustments as it deems reasonably necessary as a result thereof; and (jk) Counterparty represents and warrants to [*] on the Settlement Date that it will not, as a consequence of delivery of Shares to it by [*] pursuant to the terms of this Confirmation, provided that the number of Shares to be delivered by [*] is not in excess of the Maximum Number of Shares, or pursuant to any other agreement or financial instrument, hold more than 65% of the voting share capital of the Issuer.

Counterparty Representations and Undertakings. For the purposes of Section 3 of the Agreement, Counterparty represents and undertakes to [*] on the Trade Date, the Effective Date and the Settlement Date that: (a) Counterparty is not on the Trade Date, and will not be on any date on which Counterparty takes any action hereunder or in connection herewith that would constitute an amendment, modification or waiver hereof, aware of any material non-public information regarding the Shares or the Issuer, except that on any date on which it delivers a Counterparty Election Notice to end the Initial Hedging Period pursuant to limb (c) of the definition thereof, Counterparty will not be aware of any material non-public information which would: (i) restrict its ability to deal in or take any action in relation to the Shares or instruments whose profitability is determined by the Shares; or (ii) affect its ability to enter into and perform its obligations under the Transaction or in relation to any such action; (i) The Transaction and the Related Transaction (including, for purposes of the representation in this clause (b), any hedging and settlement activity by [*] or the Hedging Party in respect of the Transaction or the Related Transaction) does not and will not violate Rule 14e-3 under the Exchange Act, and (ii) Counterparty and each of its Affiliates has not (taking into account the Transaction and the Related Transaction) taken “a substantial step or steps” (within the meaning of Rule 14e-3 under the Exchange Act) toward commencing a tender offer; (c) Counterparty has made, and will make, all filings required to be made by it with the Securities and Exchange Commission, the Chilean Commission for the Financial Market (Comisión para el Xxxxxxx Financiero or “CMF”), the Exchange and any other securities exchange (whether located in the United States or otherwise) or any other regulatory body (whether located in the United States or otherwise), or any other disclosure required by, but not limited to, the Chilean Act No. 18,045 on Securities Market and by general rule No. 269 of the CMF, with respect to the Transaction and the Related Transaction; (d) None of Counterparty, Issuer or any other “affiliated purchaser” (as defined in Rule 10b-18) of the Issuer shall, without the prior written consent of [*], directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or limited partnership or a depository share), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during the Initial Hedging Period; (e) Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50,000,000 as of the date hereof; (f) Counterparty is not, and after giving effect to the Transaction and the Related Transaction will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; (g) Counterparty represents and warrants to [*] on the Trade Date and at all times thereafter that it has complied with and will comply with all laws and regulations to the extent applicable to the Transaction and the Related Transaction, including without limitation, in relation to (i) any approval, decision, consent or authorisation of any competent authority and (ii) any disclosure obligations, except, in each case, where any non-compliance would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (h) Counterparty represents and warrants to [*] on the Trade Date and on any date on which it performs an obligation or exercises a right under the Transaction that the execution, delivery and performance, as the case may be, of the Transaction, the Related Transaction, this Confirmation, the Agreement and the Related Agreement: (i) will not constitute a breach of any obligation of Counterparty or result in a default under any agreement to which Counterparty is subject or a party to or by which Counterparty is, or its assets are, bound, except for any breach or default as would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (ii) falls within its relevant corporate authorisations and powers and does not violate or conflict with any law applicable to Counterparty, any provision of Counterparty’s constitutional documents, any order or judgment of any court or other agency of government applicable to Counterparty or any of Counterparty’s relevant assets, except for any violation or conflict as would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (i) Counterparty covenants to [*] that it will file an amendment to the Statement on Schedule 13D originally filed by the Counterparty with the U.S. Securities and Exchange Commission on November 3August 12, 20142016, as amended and supplemented from time to time, disclosing the Transaction (the “Schedule 13D Amendment”) promptly following the date of the Agreement; and (j) Counterparty represents and warrants to [*] on the Settlement Date that it will not, as a consequence of delivery of Shares to it by [*] pursuant to the terms of this Confirmation, provided that the number of Shares to be delivered by [*] is not in excess of the Maximum Number of Shares, or pursuant to any other agreement or financial instrument, hold more than 65% of the voting share capital of the Issuer.

Counterparty Representations and Undertakings. For the purposes of Section 3 of the Agreement, Counterparty represents and undertakes to [*] on the Trade Date, the Effective Date and Date, the Settlement Date (if any) and the Cash Settlement Payment Date (if any) that: (a) Counterparty is not on the Trade Date, and will not be on any date on which Counterparty takes any action hereunder or in connection herewith that would constitute an amendment, modification or waiver hereof, aware of any material non-public information regarding the Shares or the Issuer, except that on any date on which it delivers a Counterparty Election Notice to end the Initial Hedging Period pursuant to limb (c) of the definition thereof, Counterparty will not be aware of any material non-public information which would: (i) restrict its ability to deal in or take any action in relation to the Shares or instruments whose profitability is determined by the Shares; or (ii) affect its ability to enter into and perform its obligations under the Transaction or in relation to any such action; (i) The Transaction and the Related Transaction (including, for purposes of the representation in this clause (b), any hedging and settlement activity by [*] or the Hedging Party in respect of the Transaction or the Related Transaction) does not and will not violate Rule 14e-3 under the Exchange Act, and (ii) Counterparty and each of its Affiliates has not (taking into account the Transaction and the Related Transaction) taken “a substantial step or steps” (within the meaning of Rule 14e-3 under the Exchange Act) toward commencing a tender offer; (c) Counterparty has made, and will make, all filings required to be made by it with the Securities and Exchange Commission, the Chilean Commission for the Financial Market (Comisión para el Xxxxxxx Financiero or “CMF”), the Exchange and any other securities exchange (whether located in the United States Chile or otherwise) or any other regulatory body (whether located in the United States Chile or otherwise), or any other disclosure required by, but not limited to, the Chilean Act No. 18,045 on Securities Market and by general rule No. 269 of the CMF, with respect to the Transaction and the Related Transaction; (d) None of Counterparty, Issuer or any other “affiliated purchaser” (as defined in Rule 10b-18) of the Issuer shall, without the prior written consent of [*], directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or limited partnership or a depository share), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during the Initial Hedging Period; (e) Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50,000,000 as of the date hereof; (f) Counterparty is not, and after giving effect to the Transaction and the Related Transaction will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; (g) Counterparty represents and warrants to [*] on the Trade Date and at all times thereafter that it has complied with and will comply with all laws and regulations to the extent applicable to the Transaction and the Related Transaction, including without limitation, in relation to (i) any approval, decision, consent or authorisation of any competent authority and (ii) any disclosure obligations, except, in each case, where any non-compliance would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction;; and (h) Counterparty represents and warrants to [*] on the Trade Date and on any date on which it performs an obligation or exercises a right under the Transaction that the execution, delivery and performance, as the case may be, of the Transaction, the Related Transaction, this Confirmation, the Agreement and the Related Agreement: (i) will not constitute a breach of any obligation of Counterparty or result in a default under any agreement to which Counterparty is subject or a party to or by which Counterparty is, or its assets are, bound, except for any breach or default as would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction;; and (ii) falls within its relevant corporate authorisations and powers and does not violate or conflict with any law applicable to Counterparty, any provision of Counterparty’s constitutional documents, any order or judgment of any court or other agency of government applicable to Counterparty or any of Counterparty’s relevant assets, except for any violation or conflict as would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction;. (i) Counterparty covenants to [*] that it will file an amendment to the Statement on Schedule 13D originally filed by the Counterparty with the U.S. Securities and Exchange Commission on November 3, 2014, as amended and supplemented from time to timeon August 12, 2016 and December 6, 2016, disclosing the Transaction (the “Schedule 13D Amendment”) promptly following the date of the Agreement; and (j) Counterparty represents and warrants to [*] on the Settlement Date that it will notOctober 15, as a consequence of delivery of Shares to it by [*] pursuant to the terms of this Confirmation, provided that the number of Shares to be delivered by [*] is not in excess of the Maximum Number of Shares, or pursuant to any other agreement or financial instrument, hold more than 65% of the voting share capital of the Issuer2018.

Counterparty Representations and Undertakings. For the purposes of Section 3 of the Agreement, Counterparty represents and undertakes to [*] on the Trade Date, the Effective Date and the Settlement Date that: (a) Counterparty is not on the Trade Date, and will not be on any date on which Counterparty takes any action hereunder or in connection herewith that would constitute an amendment, modification or waiver hereof, aware of any material non-public information regarding the Shares or the Issuer, except that on any date on which it delivers a Counterparty Election Notice to end the Initial Hedging Period pursuant to limb (c) of the definition thereof, Counterparty will not be aware of any material non-public information which would: (i) restrict its ability to deal in or take any action in relation to the Shares or instruments whose profitability is determined by the Shares; or (ii) affect its ability to enter into and perform its obligations under the Transaction or in relation to any such action; (i) The Transaction and the Related Transaction (including, for purposes of the representation in this clause (b), any hedging and settlement activity by [*] or the Hedging Party in respect of the Transaction or the Related Transaction) does not and will not violate Rule 14e-3 under the Exchange Act, and (ii) Counterparty and each of its Affiliates has not (taking into account the Transaction and the Related Transaction) taken “a substantial step or steps” (within the meaning of Rule 14e-3 under the Exchange Act) toward commencing a tender offer; (c) Counterparty has made, and will make, all filings required to be made by it with the Securities and Exchange Commission, the Chilean Commission for the Financial Market (Comisión para el Xxxxxxx Financiero or “CMF”), the Exchange and any other securities exchange (whether located in the United States or otherwise) or any other regulatory body (whether located in the United States or otherwise), or any other disclosure required by, but not limited to, the Chilean Act No. 18,045 on Securities Market and by general rule No. 269 of the CMF, with respect to the Transaction and the Related Transaction; (d) None of Counterparty, Issuer or any other “affiliated purchaser” (as defined in Rule 10b-18) of the Issuer shall, without the prior written consent of [*], directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or limited partnership or a depository share), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during the Initial Hedging Period, provided that the foregoing restriction shall not apply: (i) to the subscription, purchase or other acquisition of Shares (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or limited partnership or a depository share) by Counterparty or any of its affiliates pursuant to the exercise of Rights (or Rights as defined in the Related Agreement) granted to Counterparty or any of its affiliates by the Issuer; (ii) to any purchase or other acquisition of Rights by Counterparty or any of its affiliates, subject to Counterparty and its affiliates’ compliance with all applicable laws and regulations (including, without limitation, Regulation M and any disclosure requirements); or (iii) any purchase or other acquisition of Rights (as defined in the Related Agreement) by Counterparty or any of its affiliates, subject to Counterparty and its affiliates’ compliance with all applicable laws and regulations (including, without limitation, Regulation M and any disclosure requirements) that is permitted under the terms of the Related Agreement; (e) Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50,000,000 as of the date hereof; (f) Counterparty is not, and after giving effect to the Transaction and the Related Transaction will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; (g) Counterparty represents and warrants to [*] on the Trade Date and at all times thereafter that it has complied with and will comply with all laws and regulations to the extent applicable to the Transaction and the Related Transaction, including without limitation, in relation to (i) any approval, decision, consent or authorisation of any competent authority and (ii) any disclosure obligations, except, in each case, where any non-compliance would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (h) Counterparty represents and warrants to [*] on the Trade Date and on any date on which it performs an obligation or exercises a right under the Transaction that the execution, delivery and performance, as the case may be, of the Transaction, the Related Transaction, this Confirmation, the Agreement and the Related Agreement: (i) will not constitute a breach of any obligation of Counterparty or result in a default under any agreement to which Counterparty is subject or a party to or by which Counterparty is, or its assets are, bound, except for any breach or default as would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (ii) falls within its relevant corporate authorisations and powers and does not violate or conflict with any law applicable to Counterparty, any provision of Counterparty’s constitutional documents, any order or judgment of any court or other agency of government applicable to Counterparty or any of Counterparty’s relevant assets, except for any violation or conflict as would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (i) Counterparty covenants to [*] that it will file an amendment to the Statement on Schedule 13D originally filed by the Counterparty with the U.S. Securities and Exchange Commission on November 3, 2014, as amended and supplemented from time to time, disclosing the Transaction (the “Schedule 13D Amendment”) promptly following the date of the Agreement; (j) Counterparty covenants to [*] that it will make a public announcement or public filing announcing the existence of the Transaction and the Maximum Number of Shares (expressed as a percentage or otherwise) prior to or on the Effective Date; provided that if such public announcement or public filing is made later than one and a half hours prior to the scheduled open of trading on the Exchange on the Effective Date, the Calculation Agent may make such adjustments as it deems reasonably necessary as a result thereof; and (jk) Counterparty represents and warrants to [*] on the Settlement Date that it will not, as a consequence of delivery of Shares to it by [*] pursuant to the terms of this Confirmation, provided that the number of Shares to be delivered by [*] is not in excess of the Maximum Number of Shares, or pursuant to any other agreement or financial instrument, hold more than 65[*]% of the voting share capital of the Issuer.

Counterparty Representations and Undertakings. For the purposes of Section 3 of the Agreement, Counterparty represents and undertakes to [*] on the Trade Date, the Effective Date and Date, the Settlement Date (if any) and the Cash Settlement Payment Date (if any) that: (a) Counterparty is not on the Trade Date, and will not be on any date on which Counterparty takes any action hereunder or in connection herewith that would constitute an amendment, modification or waiver hereof, aware of any material non-public information regarding the Shares or the Issuer, except that on any date on which it delivers a Counterparty Election Notice to end the Initial Hedging Period pursuant to limb (c) of the definition thereof, Counterparty will not be aware of any material non-public information which would: (i) restrict its ability to deal in or take any action in relation to the Shares or instruments whose profitability is determined by the Shares; or (ii) affect its ability to enter into and perform its obligations under the Transaction or in relation to any such action; (i) The Transaction and the Related Transaction (including, for purposes of the representation in this clause (b), any hedging and settlement activity by [*] or the Hedging Party in respect of the Transaction or the Related Transaction) does not and will not violate Rule 14e-3 under the Exchange Act, and (ii) Counterparty and each of its Affiliates has not (taking into account the Transaction and the Related Transaction) taken “a substantial step or steps” (within the meaning of Rule 14e-3 under the Exchange Act) toward commencing a tender offer; (c) Counterparty has made, and will make, all filings required to be made by it with the Securities and Exchange Commission, the Chilean Commission for the Financial Market (Comisión para el Xxxxxxx Mxxxxxx Financiero or “CMF”), the Exchange and any other securities exchange (whether located in the United States Chile or otherwise) or any other regulatory body (whether located in the United States Chile or otherwise), or any other disclosure required by, but not limited to, the Chilean Act No. 18,045 on Securities Market and by general rule No. 269 of the CMF, with respect to the Transaction and the Related Transaction; (d) None of Counterparty, Issuer or any other “affiliated purchaser” (as defined in Rule 10b-18) of the Issuer shall, without the prior written consent of [*], directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or limited partnership or a depository share), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during the Initial Hedging Period; (e) Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50,000,000 as of the date hereof; (f) Counterparty is not, and after giving effect to the Transaction and the Related Transaction will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; (g) Counterparty represents and warrants to [*] on the Trade Date and at all times thereafter that it has complied with and will comply with all laws and regulations to the extent applicable to the Transaction and the Related Transaction, including without limitation, in relation to (i) any approval, decision, consent or authorisation of any competent authority and (ii) any disclosure obligations, except, in each case, where any non-compliance would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (h) Counterparty represents and warrants to [*] on the Trade Date and on any date on which it performs an obligation or exercises a right under the Transaction that the execution, delivery and performance, as the case may be, of the Transaction, the Related Transaction, this Confirmation, the Agreement and the Related Agreement: (i) will not constitute a breach of any obligation of Counterparty or result in a default under any agreement to which Counterparty is subject or a party to or by which Counterparty is, or its assets are, bound, except for any breach or default as would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (ii) falls within its relevant corporate authorisations and powers and does not violate or conflict with any law applicable to Counterparty, any provision of Counterparty’s constitutional documents, any order or judgment of any court or other agency of government applicable to Counterparty or any of Counterparty’s relevant assets, except for any violation or conflict as would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (i) Counterparty covenants to [*] that it will file an amendment to the Statement on Schedule 13D originally filed by the Counterparty with the U.S. Securities and Exchange Commission on November 3August 12, 20142016, as amended and supplemented from time to time, disclosing the Transaction (the “Schedule 13D Amendment”) promptly following the date of the Agreement; (j) Counterparty covenants to [*] that it will make a public announcement or public filing announcing the existence of the Transaction and the Maximum Number of Shares (expressed as a percentage or otherwise) prior to or on the Effective Date; provided that if such public announcement or public filing is made later than one and a half hours prior to the scheduled open of trading on the Exchange on the Effective Date, the Calculation Agent may make such adjustments as it deems reasonably necessary as a result thereof; and (jk) Counterparty represents and warrants to [*] on the Settlement Date that it will not, as a consequence of delivery of Shares to it by [*] pursuant to the terms of this Confirmation, provided that the number of Shares to be delivered by [*] is not in excess of the Maximum Number of Shares, or pursuant to any other agreement or financial instrument, hold more than 65% of the voting share capital of the Issuer.

Counterparty Representations and Undertakings. For the purposes of Section 3 of the Agreement, Counterparty represents and undertakes to [*] on the Trade Date, the Effective Date and Date, the Settlement Date (if any) and the Cash Settlement Payment Date (if any) that: (a) Counterparty is not on the Trade Date, and will not be on any date on which Counterparty takes any action hereunder or in connection herewith that would constitute an amendment, modification or waiver hereof, aware of any material non-public information regarding the Shares or the Issuer, except that on any date on which it delivers a Counterparty Election Notice to end the Initial Hedging Period pursuant to limb (c) of the definition thereof, Counterparty will not be aware of any material non-public information which would: (i) restrict its ability to deal in or take any action in relation to the Shares or instruments whose profitability is determined by the Shares; or (ii) affect its ability to enter into and perform its obligations under the Transaction or in relation to any such action; (i) The Transaction and the Related Transaction (including, for purposes of the representation in this clause (b), any hedging and settlement activity by [*] or the Hedging Party in respect of the Transaction or the Related Transaction) does not and will not violate Rule 14e-3 under the Exchange Act, and (ii) Counterparty and each of its Affiliates has not (taking into account the Transaction and the Related Transaction) taken “a substantial step or steps” (within the meaning of Rule 14e-3 under the Exchange Act) toward commencing a tender offer; (c) Counterparty has made, and will make, all filings required to be made by it with the Securities and Exchange Commission, the Chilean Commission for the Financial Market (Comisión para el Xxxxxxx Financiero or “CMF”), the Exchange and any other securities exchange (whether located in the United States Chile or otherwise) or any other regulatory body (whether located in the United States Chile or otherwise), or any other disclosure required by, but not limited to, the Chilean Act No. 18,045 on Securities Market and by general rule No. 269 of the CMF, with respect to the Transaction and the Related Transaction; (d) None of Counterparty, Issuer or any other “affiliated purchaser” (as defined in Rule 10b-18) of the Issuer shall, without the prior written consent of [*], directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or limited partnership or a depository share), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during the Initial Hedging Period; (e) Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50,000,000 as of the date hereof; (f) Counterparty is not, and after giving effect to the Transaction and the Related Transaction will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; (g) Counterparty represents and warrants to [*] on the Trade Date and at all times thereafter that it has complied with and will comply with all laws and regulations to the extent applicable to the Transaction and the Related Transaction, including without limitation, in relation to (i) any approval, decision, consent or authorisation of any competent authority and (ii) any disclosure obligations, except, in each case, where any non-compliance would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (h) Counterparty represents and warrants to [*] on the Trade Date and on any date on which it performs an obligation or exercises a right under the Transaction that the execution, delivery and performance, as the case may be, of the Transaction, the Related Transaction, this Confirmation, the Agreement and the Related Agreement: (i) will not constitute a breach of any obligation of Counterparty or result in a default under any agreement to which Counterparty is subject or a party to or by which Counterparty is, or its assets are, bound, except for any breach or default as would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (ii) falls within its relevant corporate authorisations and powers and does not violate or conflict with any law applicable to Counterparty, any provision of Counterparty’s constitutional documents, any order or judgment of any court or other agency of government applicable to Counterparty or any of Counterparty’s relevant assets, except for any violation or conflict as would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (i) Counterparty covenants to [*] that it will file an amendment to the Statement on Schedule 13D originally filed by the Counterparty with the U.S. Securities and Exchange Commission on November 3, 2014, as amended and supplemented from time to time, disclosing the Transaction (the “Schedule 13D Amendment”) promptly following the date of the Agreement; and (j) Counterparty represents and warrants to [*] on the Settlement Date that it will not, as a consequence of delivery of Shares to it by [*] pursuant to the terms of this Confirmation, provided that the number of Shares to be delivered by [*] is not in excess of the Maximum Number of Shares, or pursuant to any other agreement or financial instrument, hold more than 65% of the voting share capital of the Issuer.

Counterparty Representations and Undertakings. For the purposes of Section 3 of the Agreement, Counterparty represents and undertakes to [*] on the Trade Date, the Effective Date and Date, the Settlement Date (if any) and the Cash Settlement Payment Date (if any) that: (a) Counterparty is not on the Trade Date, and will not be on any date on which Counterparty takes any action hereunder or in connection herewith that would constitute an amendment, modification or waiver hereof, aware of any material non-public information regarding the Shares or the Issuer, except that on any date on which it delivers a Counterparty Election Notice to end the Initial Hedging Period pursuant to limb (c) of the definition thereof, Counterparty will not be aware of any material non-public information which would: (i) restrict its ability to deal in or take any action in relation to the Shares or instruments whose profitability is determined by the Shares; or (ii) affect its ability to enter into and perform its obligations under the Transaction or in relation to any such action; (i) The Transaction and the Related Transaction (including, for purposes of the representation in this clause (b), any hedging and settlement activity by [*] or the Hedging Party in respect of the Transaction or the Related Transaction) does not and will not violate Rule 14e-3 under the Exchange Act, and (ii) Counterparty and each of its Affiliates has not (taking into account the Transaction and the Related Transaction) taken “a substantial step or steps” (within the meaning of Rule 14e-3 under the Exchange Act) toward commencing a tender offer; (c) Counterparty has made, and will make, all filings required to be made by it with the Securities and Exchange Commission, the Chilean Commission for the Financial Market (Comisión para el Xxxxxxx Financiero or “CMF”), the Exchange and any other securities exchange (whether located in the United States Chile or otherwise) or any other regulatory body (whether located in the United States Chile or otherwise), or any other disclosure required by, but not limited to, the Chilean Act No. 18,045 on Securities Market and by general rule No. 269 of the CMF, with respect to the Transaction and the Related Transaction; (d) None of Counterparty, Issuer or any other “affiliated purchaser” (as defined in Rule 10b-18) of the Issuer shall, without the prior written consent of [*], directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or limited partnership or a depository share), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during the Initial Hedging Period, provided that the foregoing restriction shall not apply: (i) to the subscription, purchase or other acquisition of Shares (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or limited partnership or a depository share) by Counterparty or any of its affiliates pursuant to the exercise of Rights granted to Counterparty or any of its affiliates by the Issuer; (ii) following the effective date of a Counterparty Election Notice under which the Counterparty amends the percentage in the definition of “Target Daily Rights” appearing in the “Equity Amounts” section of this Confirmation to be zero (0%), and for so long as such percentage remains zero (0%), to any purchase or other acquisition of Rights by Counterparty or any of its affiliates during the Mandatory Period or the Voluntary Period, provided that Counterparty and its affiliates comply with all applicable laws and regulations (including, without limitation, Regulation M and any disclosure requirements); or (iii) any purchase or other acquisition of Rights (as defined in the Related Agreement) by Counterparty or any of its affiliates, subject to Counterparty and its affiliates’ compliance with all applicable laws and regulations (including, without limitation, Regulation M and any disclosure requirements) that is permitted under the terms of the Related Agreement; (e) Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50,000,000 as of the date hereof; (f) Counterparty is not, and after giving effect to the Transaction and the Related Transaction will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; (g) Counterparty represents and warrants to [*] on the Trade Date and at all times thereafter that it has complied with and will comply with all laws and regulations to the extent applicable to the Transaction and the Related Transaction, including without limitation, in relation to (i) any approval, decision, consent or authorisation of any competent authority and (ii) any disclosure obligations, except, in each case, where any non-compliance would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (h) Counterparty represents and warrants to [*] on the Trade Date and on any date on which it performs an obligation or exercises a right under the Transaction that the execution, delivery and performance, as the case may be, of the Transaction, the Related Transaction, this Confirmation, the Agreement and the Related Agreement: (i) will not constitute a breach of any obligation of Counterparty or result in a default under any agreement to which Counterparty is subject or a party to or by which Counterparty is, or its assets are, bound, except for any breach or default as would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (ii) falls within its relevant corporate authorisations and powers and does not violate or conflict with any law applicable to Counterparty, any provision of Counterparty’s constitutional documents, any order or judgment of any court or other agency of government applicable to Counterparty or any of Counterparty’s relevant assets, except for any violation or conflict as would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (i) Counterparty covenants to [*] that it will file an amendment to the Statement on Schedule 13D originally filed by the Counterparty with the U.S. Securities and Exchange Commission on November 3, 2014, as amended and supplemented from time to time, disclosing the Transaction (the “Schedule 13D Amendment”) promptly following the date of the Agreement; (j) Counterparty covenants to [*] that it will make a public announcement or public filing announcing the existence of the Transaction and the Maximum Number of Shares (expressed as a percentage or otherwise) prior to or on the Effective Date; provided that if such public announcement or public filing is made later than one and a half hours prior to the scheduled open of trading on the Exchange on the Effective Date, the Calculation Agent may make such adjustments as it deems reasonably necessary as a result thereof; and (jk) Counterparty represents and warrants to [*] on the Settlement Date that it will not, as a consequence of delivery of Shares to it by [*] pursuant to the terms of this Confirmation, provided that the number of Shares to be delivered by [*] is not in excess of the Maximum Number of Shares, or, if greater (as a result of less than all the Rights (including Rights as defined in the Related Agreement) being exercised), the number of Deemed Shares, or pursuant to any other agreement or financial instrument, hold more than 65% of the voting share capital of the Issuer.

Counterparty Representations and Undertakings. For the purposes of Section 3 of the Agreement, Counterparty represents and undertakes to [*] on the Trade Date, the Effective Date and the Settlement Date that: (a) Counterparty is not on the Trade Date, and will not be on any date on which Counterparty takes any action hereunder or in connection herewith that would constitute an amendment, modification or waiver hereof, aware of any material non-public information regarding the Shares or the Issuer, except that on any date on which it delivers a Counterparty Election Notice to end the Initial Hedging Period pursuant to limb (c) of the definition thereof, Counterparty will not be aware of any material non-public information which would: (i) restrict its ability to deal in or take any action in relation to the Shares or instruments whose profitability is determined by the Shares; or (ii) affect its ability to enter into and perform its obligations under the Transaction or in relation to any such action; (i) The Transaction and the Related Transaction (including, for purposes of the representation in this clause (b), any hedging and settlement activity by [*] or the Hedging Party in respect of the Transaction or the Related Transaction) does not and will not violate Rule 14e-3 under the Exchange Act, and (ii) Counterparty and each of its Affiliates has not (taking into account the Transaction and the Related Transaction) taken “a substantial step or steps” (within the meaning of Rule 14e-3 under the Exchange Act) toward commencing a tender offer; (c) Counterparty has made, and will make, all filings required to be made by it with the Securities and Exchange Commission, the Chilean Commission for the Financial Market (Comisión para el Xxxxxxx Financiero or “CMF”), the Exchange and any other securities exchange (whether located in the United States or otherwise) or any other regulatory body (whether located in the United States or otherwise), or any other disclosure required by, but not limited to, the Chilean Act No. 18,045 on Securities Market and by general rule No. 269 of the CMF, with respect to the Transaction and the Related Transaction; (d) None of Counterparty, Issuer or any other “affiliated purchaser” (as defined in Rule 10b-18) of the Issuer shall, without the prior written consent of [*], directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or limited partnership or a depository share), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during the Initial Hedging Period; (e) Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50,000,000 as of the date hereof; (f) Counterparty is not, and after giving effect to the Transaction and the Related Transaction will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; (g) Counterparty represents and warrants to [*] on the Trade Date and at all times thereafter that it has complied with and will comply with all laws and regulations to the extent applicable to the Transaction and the Related Transaction, including without limitation, in relation to (i) any approval, decision, consent or authorisation of any competent authority and (ii) any disclosure obligations, except, in each case, where any non-compliance would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (h) Counterparty represents and warrants to [*] on the Trade Date and on any date on which it performs an obligation or exercises a right under the Transaction that the execution, delivery and performance, as the case may be, of the Transaction, the Related Transaction, this Confirmation, the Agreement and the Related Agreement: (i) will not constitute a breach of any obligation of Counterparty or result in a default under any agreement to which Counterparty is subject or a party to or by which Counterparty is, or its assets are, bound, except for any breach or default as would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (ii) falls within its relevant corporate authorisations and powers and does not violate or conflict with any law applicable to Counterparty, any provision of Counterparty’s constitutional documents, any order or judgment of any court or other agency of government applicable to Counterparty or any of Counterparty’s relevant assets, except for any violation or conflict as would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction; (i) Counterparty covenants to [*] that it will file an amendment to the Statement on Schedule 13D originally filed by the Counterparty with the U.S. Securities and Exchange Commission on November 3, 2014, as amended and supplemented from time to time, disclosing the Transaction (the “Schedule 13D Amendment”) promptly following the date of the Agreement; (j) Counterparty covenants to [*] that it will make a public announcement or public filing announcing the existence of the Transaction and the Maximum Number of Shares (expressed as a percentage or otherwise) prior to or on the Effective Date; provided that if such public announcement or public filing is made later than one and a half hours prior to the scheduled open of trading on the Exchange on the Effective Date, the Calculation Agent may make such adjustments as it deems reasonably necessary as a result thereof; and (jk) Counterparty represents and warrants to [*] on the Settlement Date that it will not, as a consequence of delivery of Shares to it by [*] pursuant to the terms of this Confirmation, provided that the number of Shares to be delivered by [*] is not in excess of the Maximum Number of Shares, or pursuant to any other agreement or financial instrument, hold more than 65% of the voting share capital of the Issuer.

Counterparty Representations and Undertakings. For the purposes of Section 3 of the Agreement, Counterparty represents and undertakes to [*] on the Trade Date, the Effective Date and the Settlement Date that: (a) Counterparty is not on the Trade Date, and will not be on any date on which Counterparty takes any action hereunder or in connection herewith that would constitute an amendment, modification or waiver hereof, aware of any material non-public information regarding the Shares or the Issuer, except that on any date on which it delivers a Counterparty Election Notice to end the Initial Hedging Period pursuant to limb (c) of the definition thereof, Counterparty will not be aware of any material non-public information which would: (i) restrict its ability to deal in or take any action in relation to the Shares or instruments whose profitability is determined by the Shares; or (ii) affect its ability to enter into and perform its obligations under the Transaction or in relation to any such action; (i) The Transaction and the Related Transaction (including, for purposes of the representation in this clause (b), any hedging and settlement activity by [*] or the Hedging Party in respect of the Transaction or the Related Transaction) does not and will not violate Rule 14e-3 under the Exchange Act, and (ii) Counterparty and each of its Affiliates has not (taking into account the Transaction and the Related Transaction) taken “a substantial step or steps” (within the meaning of Rule 14e-3 under the Exchange Act) toward commencing a tender offer; (c) Counterparty has made, and will make, all filings required to be made by it with the Securities and Exchange Commission, the Chilean Commission for the Financial Market (Comisión para el Xxxxxxx Financiero or “CMF”), the Exchange and any other securities exchange (whether located in the United States or otherwise) or any other regulatory body (whether located in the United States or otherwise), or any other disclosure required by, but not limited to, the Chilean Act No. 18,045 on Securities Market and by general rule No. 269 of the CMF, with respect to the Transaction and the Related Transaction; (d) None of Counterparty, Issuer or any other “affiliated purchaser” (as defined in Rule 10b-18) of the Issuer shall, without the prior written consent of [*], directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or limited partnership or a depository share), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during the Initial Hedging Period; (e) Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50,000,000 as of the date hereof; (f) Counterparty is not, and after giving effect to the Transaction and the Related Transaction will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; (g) Counterparty represents and warrants to [*] on the Trade Date and at all times thereafter that it has complied with and will comply with all laws and regulations to the extent applicable to the Transaction and the Related Transaction, including without limitation, in relation to (i) any approval, decision, consent or authorisation of any competent authority and (ii) any disclosure obligations, except, in each case, where any non-compliance would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction;; and (h) Counterparty represents and warrants to [*] on the Trade Date and on any date on which it performs an obligation or exercises a right under the Transaction that the execution, delivery and performance, as the case may be, of the Transaction, the Related Transaction, this Confirmation, the Agreement and the Related Agreement: (i) will not constitute a breach of any obligation of Counterparty or result in a default under any agreement to which Counterparty is subject or a party to or by which Counterparty is, or its assets are, bound, except for any breach or default as would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction;; and (ii) falls within its relevant corporate authorisations and powers and does not violate or conflict with any law applicable to Counterparty, any provision of Counterparty’s constitutional documents, any order or judgment of any court or other agency of government applicable to Counterparty or any of Counterparty’s relevant assets, except for any violation or conflict as would not have a material adverse effect on the parties, the Hedging Party, the Transaction or the Related Transaction;. (i) Counterparty covenants to [*] that it will file an amendment to the Statement on Schedule 13D originally filed by the Counterparty with the U.S. Securities and Exchange Commission on November 3, 2014, as amended and supplemented from time to timeon August 12, 2016 and December 6, 2016, disclosing the Transaction (the “Schedule 13D Amendment”) promptly following the date of the Agreement; and (j) Counterparty represents and warrants to [*] on the Settlement Date that it will notOctober 15, as a consequence of delivery of Shares to it by [*] pursuant to the terms of this Confirmation, provided that the number of Shares to be delivered by [*] is not in excess of the Maximum Number of Shares, or pursuant to any other agreement or financial instrument, hold more than 65% of the voting share capital of the Issuer2018.