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EFTA01581776

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Execution copy sum or obligation is unascertained, X may in good faith estimate that sum or obligation arid set off in respect of that estimate, subject to X or V, as the case may be, accounting to the other party when such sum or obigation is ascertained. Nothing in this Agreement shah be effective or deemed to create any charge under English law. (h) Recording of Conversation. Each party to this Agreement acknowledges and agrees to the tape recording of conversations between the parties to this Agreement whether by one or other or both of the parties. (i) Investment Manager as Agent Party B represents and warrants that Highbridge Capital Management, LLC (the 'Trading Manager') has the full power and authority to commit Party 8 to Transactions and conclude such Transactions on Party B's behalf on such terms and conditions as the Trading Manager may determine in its absolute discretion. Unless previously notified in writing by Party B, Party A may rely on all representations and warranties of and actions by the Trading Manager in relation to any such Transactions. For these purposes, Party B agrees to fuly and unconditionally indemnify Party A for any and a losses, damages, costs and expenses directly sustained by Party A (including those incurred in unwinding any relevant hedging transactions) by reason of (i) its bona fide reliance on the appointment by Party B of the Trading Manager as Party B's agent to enter into Transactions on its behalf, irrespective of the invalidity, unenforceabity, termination or revocation of such appointment (unless previously notified in writing by Party B) or breach by the Trading Manager of its terms or (ii) as a direct result of Party A's bona fide reliance upon the Instructions, actions or ostensble authority of the Trading Manager. (1) Credit Suisse First Boston Corporation as Agent. If Party A with respect to any Transaction hereunder, is relying on Rule 15a-6 ("Rule 15a-6') under the Securities Exchange A

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