Common use of Transaction Confirmations Clause in Contracts

Transaction Confirmations. (a) When Customer enters into an Authorized Transaction with a Dealer in the name of UBS under the Master FX Give-up Agreement, Customer and UBS will be deemed to have automatically entered into a Transaction (the “Customer Contract”) on identical terms, except that UBS’s position as buyer or seller of the Transaction will be the reverse of its position with Dealer. The foregoing is subject to UBS’s right to refuse to accept a trade under the terms of this Agreement and any Master FX Give-Up Agreement. (b) The Authorized Transactions made between Dealer(s) and UBS shall be subject to and be governed by the ISDA Master Agreements entered into between the respective Dealers and UBS or if any Dealers have not entered into an ISDA Master Agreement with UBS, such other master agreements as such Dealers and UBS may agree from time to time. The Customer Contracts shall be governed by the CP ISDA Master Agreement. (c) Customer agrees to promptly respond to trade notices provided by Dealer via UBS’s online automated system. In the event that such system is not available for any reason, Customer will notify UBS by Reuters Direct Dealing or telephone, immediately after entering into a Transaction in UBS’s name with a Dealer. Such notice shall be made in accordance with the procedures to be set forth in Schedule 2. By 5pm (New York time) each New York business day, Customer will give electronic, telephone or other acceptable notice to UBS of all Authorized Transactions entered into that day in the name of UBS or that no Authorized Transactions occurred on that day. (d) Except as otherwise provided in clause 3(f), once an Authorized Transaction with a Dealer is entered into in the name of UBS and accepted by UBS, Customer shall have no right to amend, cancel or otherwise affect or interfere with any such transactions, which shall be the sole responsibility of UBS. (e) Customer acknowledges and agrees that Dealer will be the calculation agent/determination agent for Exotic Options and any dispute that Customer may have as to the occurrence of a barrier event (e.g. knock-out, kick-in, binary, however described,) shall be solely between Customer and Dealer and Customer acknowledges and agrees that Prime Broker shall have no role therein and shall be entitled to act, and Customer shall not prevent in any way Prime Broker from taking any action, upon the Notice of Barrier Event as if no dispute existed. Solely for the purpose of calculation agent/determination agent as defined in a Confirmation for an Exotic Option transacted between Customer and Dealer and given-up in accordance with this Agreement and notwithstanding anything to the contrary stated in such Confirmation, the calculation agent/determination agent shall be Dealer. (f) Notwithstanding any terms of a Confirmation or Master Agreement that may be to the contrary, if Customer has entered into a transaction on behalf of UBS in which UBS is the buyer of an Option, such Option may be exercised by delivery of a Notice of Exercise by Customer to Dealer which executed such Option which shall constitute exercise by UBS. If Customer has entered into a transaction on behalf of UBS in which UBS is the seller of an Option, such Option will only be exercised by the simultaneous delivery of a Notice of Exercise by Dealer which executed such Option to each of Customer and UBS. (g) For the purposes of Non-Deliverable FX Transactions and Non-Deliverable Currency Options Transactions, the calculation agent for the transaction between UBS and Customer shall be as detailed on the relevant Confirmation.

Transaction Confirmations. (a) When Customer enters into an Authorized Transaction with a Dealer in the name of UBS under the Master FX Give-up Agreement, Customer and UBS will be deemed to have automatically entered into a Transaction (the “Customer Contract”) on identical terms, except that UBS’s position as buyer or seller of the Transaction will be the reverse of its position with Dealer. The foregoing is subject to UBS’s right to refuse to accept a trade under the terms of this Agreement and any Master FX Give-Up Agreement. (b) The Authorized Transactions made between Dealer(s) and UBS shall be subject to and be governed by the ISDA Master Agreements entered into between the respective Dealers and UBS or if any Dealers have not entered into an ISDA Master Agreement with UBS, such other master agreements as such Dealers and UBS may agree from time to time. The Customer Contracts shall be governed by the CP ISDA Master Agreement. (c) Customer Customer, acting through Trading Advisor, agrees to promptly (a) notify UBS of the trade details of an Authorized Transaction through a proprietary electronic interface or communication medium as the parties may specify or as they may otherwise mutually agree; or (b) respond to trade notices provided by Dealer via UBS’s online automated systemsystem (the “UBS Webpage”). In the event that such system the chosen method of communication is not available for any reason, Customer Customer, acting through Trading Advisor, will notify UBS by Reuters Direct Dealing or telephone, immediately promptly after entering into a Transaction in UBS’s name with a Dealer. Such notice shall be made in accordance with the procedures to be set forth in Schedule 2. By 5pm (New York time) each New York business day, Customer Customer, acting through Trading Advisor, will give electronic, telephone or other acceptable notice to UBS of all Authorized Transactions entered into that day in the name of UBS or that no Authorized Transactions occurred on that day. (d) Except as otherwise provided in clause 3(f), once an Authorized Transaction with a Dealer is entered into in the name of UBS and accepted by UBS, Customer shall have no right to amend, cancel or otherwise affect or interfere with any such transactionsTransactions, which shall be the sole responsibility of UBS. (e) Customer acknowledges and agrees that Dealer will be the calculation agent/determination agent for Exotic Options and any dispute that Customer may have as to the occurrence of a barrier event (e.g. knock-out, kick-in, binary, however described,) shall be solely between Customer and Dealer and Customer acknowledges and agrees that Prime Broker shall have no role therein and shall be entitled to act, and Customer shall not prevent in any way Prime Broker from taking any action, upon the Notice of Barrier Event as if no dispute existed. Solely for the purpose of calculation agent/determination agent as defined in a Confirmation for an Exotic Option transacted between Customer and Dealer and given-up in accordance with this Agreement and notwithstanding anything to the contrary stated in such Confirmation, the calculation agent/determination agent shall be Dealer. (f) Notwithstanding any terms of a Confirmation or Master Agreement that may be to the contrary, if Customer has entered into a transaction on behalf of UBS in which UBS is the buyer of an Option, such Option may be exercised by delivery of a Notice of Exercise by Customer to Dealer which executed such Option which shall constitute exercise by UBS. If Customer has entered into a transaction on behalf of UBS in which UBS is the seller of an Option, such Option will only be exercised by the simultaneous delivery of a Notice of Exercise by Dealer which executed such Option to each of Customer and UBS. (g) For the purposes of Non-Deliverable FX Transactions and Non-Deliverable Currency Options Transactions, the calculation agent for the transaction between UBS and Customer shall be as detailed on specified in the relevant Confirmation.

Transaction Confirmations. (a) When Customer enters into an Authorized Transaction with a Dealer in the name of UBS under the Master FX Give-up Agreement, Customer and UBS will be deemed to have automatically entered into a Transaction (the “Customer Contract”) on identical terms, except that UBS’s position as buyer or seller of the Transaction will be the reverse of its position with Dealer. The foregoing is subject to UBS’s right to refuse to accept reject a trade under the terms of this Agreement and any Master FX Give-Up Agreement. The Customer Contracts shall be governed by the CP ISDA Master Agreement. (b) The Authorized Transactions made between Dealer(s) and UBS shall be subject to and be governed by the (i) ISDA Master Agreements entered into between the respective Dealers and UBS or (ii) if any Dealers have not entered into an ISDA Master Agreement with UBS, such other master agreements as such Dealers and UBS may agree from time to time. The Customer Contracts shall be governed by the CP ISDA time ((i) and (ii), “Dealer Master AgreementAgreements”). (c) Customer agrees to promptly respond to trade notices provided by Dealer via UBS’s online automated system. In the event that such system is not available for any reason, . Customer will notify UBS by Reuters Direct Dealing or telephone, immediately after entering into a Transaction in UBS’s name with a Dealer. Such notice shall be made in accordance with the procedures to be set forth in Schedule 2. By 5pm (New York time) each New York business day, each London business day, and each other business day (elsewhere) (each such day a “Business Day”) on which Customer enters into Authorized Transactions (or purports to do so). Customer will give electronicconfirm, telephone through the UBS Webpage referred to Schedule 2 (or by other means acceptable notice to UBS of UBS), that all trades reported through such Webpage represent all Authorized Transactions which Customer has entered into that day in (or purported to enter) on such day. For the name purposes of UBS or that no Authorized Transactions occurred the preceeding sentence a transaction will be deemed entered on that daya Business Day if, and only if, it was entered after 5pm New York time on the immediately preceeding Business Day and not after 5pm New York time on such Business Day. (d) Except as otherwise provided in clause 3(f), once an Authorized Transaction with a Dealer is entered into in the name of UBS and accepted by UBS, Customer shall have no right to amend, cancel or otherwise affect or interfere with any such transactions, which shall be the sole responsibility of UBS. (e) Customer acknowledges and agrees that the relevant Dealer will be the calculation agent/determination agent for Exotic Options which are Authorized Transactions or Customer Contracts. Where Customer has entered into an Authorized Transaction which is an Exotic Option, any Notice of Barrier Event delivered by such Dealer to Customer shall constitute notice of the relevant barrier event under the Authorized Transaction and any the corresponding Customer Contract. Any dispute that Customer may have as to the occurrence or not of a barrier event (e.g. knock-out, kick-in, binary, however described,) shall be solely between Customer and such Dealer and Customer acknowledges and agrees that Prime Broker shall have no role therein and shall be entitled to actact under the Customer Contract (and for the avoidance of doubt, the corresponding Authorized Transaction), and Customer shall not prevent in any way Prime Broker from taking any action, upon the Notice of Barrier Event as if no dispute existed. Solely for the purpose of calculation agent/determination agent as defined in a Confirmation for an Exotic Option transacted between Customer and Dealer and given-up in accordance with this Agreement and notwithstanding anything to the contrary stated in such Confirmation, the calculation agent/determination agent shall be Dealer. (f) Notwithstanding any terms of a Confirmation or CP ISDA Master Agreement that may be to the contrary, if Customer has entered into an Authorized Transaction with a transaction on behalf Dealer in the name of UBS in which UBS is the buyer of an Option, such Option as between Customer and UBS, the corresponding Customer Contract may only be exercised by delivery of a Notice of Exercise by Customer to Dealer such Dealer, copied to UBS, which executed shall also constitute exercise of such Option which shall constitute exercise by UBS. If UBS under such Authorized Transaction. (g) Notwithstanding any terms of a Confirmation or the CP ISDA Master Agreement to the contrary, if Customer has entered into an Authorized Transaction with a transaction on behalf Dealer in the name of UBS in which UBS is the seller of an Option, such Option will only be exercised by the simultaneous delivery of a Notice of Exercise by such Dealer to both Customer and, UBS, which executed shall constitute exercise of such Option to each by such Dealer and exercise by UBS of its Option under the corresponding Customer and UBSContract. (gh) For the purposes of Non-Deliverable FX Transactions and Non-Deliverable Currency Options Transactions, the calculation agent for the transaction between UBS and Customer shall be as detailed on the relevant Confirmation. (i) For each Customer Contract entered into hereunder, UBS shall promptly send to Customer a Confirmation, via electronic transmission, web-based communication, telex or facsimile. Customer agrees to respond to such Confirmation by close of business on the next Local Business Day after receipt of such Confirmation, either confirming agreement thereto or requesting a correction of any error(s) contained therein. Failure by Customer to respond within such period shall not affect the validity or enforceability of such Customer Contract and shall be deemed to be an affirmation of the terms contained in such Confirmation, absent manifest error (“Deemed Acceptance”). The parties agree that any such exchange or Deemed Acceptance of an electronic transmission, web-based communication, telex or facsimile transmission shall constitute a Confirmation of such Customer Contract for the purposes of the CP ISDA Master Agreement.

Transaction Confirmations. (a) When Customer enters into an Authorized Transaction with a Dealer in the name of UBS under the Master FX Give-up Agreement, Customer and UBS will be deemed to have automatically entered into a Transaction (the “Customer Contract”) on identical terms, except that UBS’s position as buyer or seller of the Transaction will be the reverse of its position with Dealer. The foregoing is subject to UBS’s right to refuse to accept a trade under the terms of this Agreement and any Master FX Give-Up Agreement. (b) The Authorized Transactions made between Dealer(s) and UBS shall be subject to and be governed by the ISDA Master Agreements entered into between the respective Dealers and UBS or if any Dealers have not entered into an ISDA Master Agreement with UBS, such other master agreements as such Dealers and UBS may agree from time to time. The Customer Contracts shall be governed by the CP ISDA Master Agreement. (c) Customer agrees to promptly respond to trade notices provided by Dealer via UBS’s online automated system. In the event that such system is not available for any reason, Customer will notify UBS by Reuters Direct Dealing or telephone, immediately after entering into a Transaction in UBS’s name with a Dealer. Such notice shall be made in accordance with the procedures to be set forth in Schedule 2. By 5pm (New York time) Throughout each New York business day, Customer Trading Advisor, acting on behalf of Customer, will give electronic, telephone or other acceptable notice to UBS of all Authorized Transactions entered into that day in the name of UBS or that no Authorized Transactions occurred on that day. (d) Except as otherwise provided in clause 3(f), once an Authorized Transaction with a Dealer is entered into in the name of UBS and accepted by UBS, Customer shall have no right to amend, cancel or otherwise affect or interfere with any such transactionsTransactions, which shall be the sole responsibility of UBS. (e) Customer acknowledges and agrees that Dealer will be the calculation agent/determination agent for Exotic Options and any dispute that Customer may have as to the occurrence of a barrier event (e.g. knock-out, kick-in, binary, however described,) shall be solely between Customer and Dealer and Customer acknowledges and agrees that Prime Broker shall have no role therein and shall be entitled to act, and Customer shall not prevent in any way Prime Broker from taking any action, upon the Notice of Barrier Event as if no dispute existed. Solely for the purpose of calculation agent/determination agent as defined in a Confirmation for an Exotic Option transacted between Customer and Dealer and given-up in accordance with this Agreement and notwithstanding anything to the contrary stated in such Confirmation, the calculation agent/determination agent shall be Dealer. (f) Notwithstanding any terms of a Confirmation or Master Agreement that may be to the contrary, if Customer has entered into a transaction on behalf of UBS in which UBS is the buyer of an Option, such Option may be exercised by delivery of a Notice of Exercise by Customer to Dealer which executed such Option which shall constitute exercise by UBS. If Customer has entered into a transaction on behalf of UBS in which UBS is the seller of an Option, such Option will only be exercised by the simultaneous delivery of a Notice of Exercise by Dealer which executed such Option to each of Customer and UBS. (g) For the purposes of Non-Deliverable FX Transactions and Non-Deliverable Currency Options Transactions, the calculation agent for the transaction between UBS and Customer shall be as detailed on specified in the relevant Confirmation.

Transaction Confirmations. (a) When WGSLP and Customer enters may enter into Transactions orally or in writing (whether by fax, e-mail, an Authorized electronic system established by WGSLP or otherwise). A telephone conversation with an offer and acceptance shall constitute the agreement of the Parties to a Transaction. Each Transaction constitutes a binding agreement between WGSLP and Customer and is in full force and effect whether or not Customer signs and returns the relevant Confirmation with respect to that Transaction, and is subject to the terms and conditions set out herein. If WGSLP does not confirm a Dealer in Transaction by sending Customer a Confirmation within three (3) Business Days of the name date of UBS under the Master FX Give-up AgreementTransaction, Customer may so confirm a Transaction by sending WGSLP a Confirmation by similar means. If a sending party's Confirmation is materially different from the receiving party's understanding of the Transaction, such receiving party shall notify the sending party within three (3) Business Days of receipt of the Confirmation. If the receiving party does not notify the sending party of any material differences within such three (3) Business Day period, or does not otherwise sign and UBS will return a Confirmation within such three (3) Business Day period, the receiving party shall be conclusively deemed to have automatically entered into a Transaction (accepted that the “Customer Contract”) on identical terms, except that UBS’s position as buyer or seller terms of the Transaction will be are as set forth in the reverse Confirmation sent by the sending party, absent manifest error. A failure to send a Confirmation shall not invalidate the oral agreement of its position with Dealer. The foregoing is subject to UBS’s right to refuse to accept a trade under the terms of this Agreement and any Master FX Give-Up AgreementParties. (b) The Authorized Transactions made between Dealer(sIf a Confirmation contains any provisions other than those relating to the commercial terms of the Transaction (i.e., price, quantity, whether or not a 100% load factor Transaction, Injection Period and/or Withdrawal Period), which modify or supplement this Agreement, such provisions shall not be deemed to be accepted pursuant to Section 2.2(a) and UBS but must be expressly agreed to by both Parties; provided that the foregoing shall be subject not invalidate any Transaction agreed to and be governed by the ISDA Master Agreements entered into between the respective Dealers and UBS or if any Dealers have not entered into an ISDA Master Agreement with UBS, such other master agreements as such Dealers and UBS may agree from time to time. The Customer Contracts shall be governed by the CP ISDA Master AgreementParties. (c) Customer agrees to promptly respond to trade notices provided by Dealer via UBS’s online automated system. In At any time during the event that such system is not available for any reason, Customer will notify UBS by Reuters Direct Dealing term of this Agreement there may be one or telephone, immediately after entering into a Transaction more Transactions in UBS’s name with a Dealer. Such notice shall be made in accordance with the procedures effect (each to be set forth uniquely numbered). Each Confirmation shall refer to a separate Transaction between the parties hereto on the terms therein specified and on the terms and conditions contained in Schedule 2this Agreement. By 5pm (New York time) each New York business dayHowever, Customer will give electronic, telephone or other acceptable notice to UBS of all Authorized such Transactions entered into that day in and all Confirmations shall form a single agreement between the name of UBS or that no Authorized Transactions occurred on that dayparties. (d) Except as otherwise provided in clause 3(f)WGSLP and Customer may by mutual agreement, once an Authorized Transaction with a Dealer is entered into in the name of UBS at any time and accepted by UBSfrom time to time, Customer shall have no right to execute and deliver additional Confirmations and terminate, substitute, amend, cancel supplement or otherwise affect or interfere with replace any such transactions, which shall be the sole responsibility of UBS. (e) Customer acknowledges and agrees that Dealer will be the calculation agent/determination agent for Exotic Options Confirmation hereto and any dispute that Customer may have as to the occurrence of a barrier event (e.g. knock-outsubstituted, kick-inamended, binary, however described,) supplemented or replaced Confirmation shall be solely between Customer and Dealer and Customer acknowledges and agrees that Prime Broker shall have no role therein and shall be entitled to act, and Customer shall not prevent in any way Prime Broker from taking any action, upon the Notice of Barrier Event as if no dispute existed. Solely for the purpose of calculation agent/determination agent as defined in a Confirmation for an Exotic Option transacted between Customer and Dealer and given-up in accordance with this Agreement and notwithstanding anything to the contrary stated in such Confirmation, the calculation agent/determination agent shall be Dealer. (f) Notwithstanding any terms of a Confirmation or Master Agreement that may be to the contrary, if Customer has entered come into a transaction on behalf of UBS in which UBS is the buyer of an Option, such Option may be exercised by delivery of a Notice of Exercise by Customer to Dealer which executed such Option which shall constitute exercise by UBS. If Customer has entered into a transaction on behalf of UBS in which UBS is the seller of an Option, such Option will only be exercised by the simultaneous delivery of a Notice of Exercise by Dealer which executed such Option to each of Customer and UBS. (g) For the purposes of Non-Deliverable FX Transactions and Non-Deliverable Currency Options Transactions, the calculation agent for the transaction between UBS and Customer shall be as detailed force on the relevant Confirmationdate indicated thereon as the effective date hereof.