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| SUBFUND Holdings LP (Parent) is 100 percent legal and beneficial owner of the share capital of each of SUBFUND Holdings I Limited (Sub 1) and SUBFUND Holdings II Limited (Sub 2, together with Sub 1 the Subs, and the Subs together with the Parent the Funds).
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| Each of the Funds has entered into a prime brokerage arrangement with PB (PB) under which PB maintains bank accounts for the relevant Fund (each, that Fund’s Account).
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| Parent has entered into distinct lending facilities (the Facilities) with each of Sub 1 and Sub 2 under which:
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| • Parent will lend each Sub such amounts as Sub needs to carry out in its investment strategy, as determined by the Manager;
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| • The Subs may repay such borrowed amounts from time to time, either at the request of the Parent or at its own motion, as determined by the Manager.
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| Each of the Funds have appointed Manager (Manager) as its manager with full discretion to make investment decisions relating to each such entity’s investment strategy, including making advances and repayments under the Facilities.
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| Each of the Funds wishes to authorise the Manager to issue irrevocable instructions to PB to transfer amounts between the relevant Fund’s Accounts to reflect advances and repayments under the relevant Facilities.
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| In consideration for PB agreeing to make those transfers in accordance with the instructions of the Manager:
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| • Each Fund instructs PB to effect such transfers to or from its Account as instructed by the Manager, and holds PB harmless from any claims it may sustain as a result of doing so;
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| • As at the date of each instruction, the Manager (as a principal in its own right and as agent for each affected Fund) represents and warrants that:
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| • The Manager is duly authorised to make such instruction on behalf of each relevant Fund
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| • The instruction represents an arm’s length transaction, at market, for valuable consideration and has been duly approved by the relevant Funds
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| • The relevant Sub has no creditors or shareholders other than (i) Parent and (ii) PB AG.
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