Amendment No. 3 to Form S-I Table of Contents Review Criteria All Related Party Transactions will be reviewed in accordance with the standards set forth in the Related Party Policy after full disclosure of the Related Party's interests in the transaction. As appropriate for the circumstances, the audit and risk committee or its chairman, as applicable, will review and consider: • the Related Party's interest in the Related Party Transaction; • the terms of the Related Party Transaction, including the approximate dollar value of the amount involved in the Related Party Transaction and the approximate dollar value of the amount of the Related Party's interest in the transaction without regard to the amount of any profit or loss; • whether the transaction was undertaken in the ordinary course of business of the company; • whether the transaction with the Related Party is proposed to be, or was, entered into on terms no less favorable to the company than terms that could have been reached with an unrelated third party; • the purpose of, and the potential benefits to the company of, the Related Party Transaction; • description of any provisions or limitations imposed as a result of entering into the Related Party Transaction; • whether the proposed transaction includes any potential reputational risk issues for the company which may arise as a result of or in connection with the Related Party Transaction; • whether the proposed transaction would violate any requirements of the company's financing or other material agreements; and any other relevant information regarding the Related Party Transaction or the Related Party. The audit and risk committee, or its chairman, as applicable, may approve or ratify the Related Party Transaction only if the audit and risk committee, or its chairman, as applicable, determines in good faith that, under all of the circumstances, the transaction is fair as to the company. The audit and risk committee, in its sole dis