Template:Nutshell Equity Derivatives 13

Article 13 Miscellaneous
13.1. Non-Reliance. If “Non-Reliance” applies then each party represents to the other that:

(a) it is entering into such Transaction as principal;

(b) the other party is not its fiduciary;

(c) it is not relying upon any representations not made in writing under the ISDA Master Agreement or any Confirmations;

(d) it has sought such independent advice as it considers necessary, and it has made its own decisions based upon that advice and its own judgment and not upon anything said or done by the other party; and

(e) it fully understands the Transaction and is willing and able to assume the attendant risks.

13.2. Agreements and Acknowledgments Regarding Hedging Activities.

13.2(a) If “Agreements and Acknowledgments Regarding Hedging Activities” applies each party agrees that:

(i) neither party is relying on

(A) the manner or method in which the other party hedges

(B) any communication about the other party's hedging, or

(C) any statement made by such party about its hedging

and that

(ii)

(A) each party may, but doesn't have to, hedge;

(B) any hedges are the hedging party’s proprietary positions;

(C) neither party holds its Hedge Positions for the other party, and the other party has no interest in its Hedge Positions; and

(D) each party may hedge or not in its sole discretion.

13.2(b) “Hedge Positions” means any positions in securities, derivatives or FX, any stock loans or any other arrangements a party makes to hedge Transactions, whether individually or across a portfolio.

13.3. Index Disclaimer. If “Index Disclaimer” applies:

(a) Index Sponsor not involved: Each party agrees that the Index Sponsor does not endorse the Transaction, make any representations about the Index, the Transaction or their respective performance and will not be liable to anyone for any error in the Index nor obliged advise anyone of any such error.

(b) Parties not liable for Index Sponsor: Neither party is affiliated with the Index Sponsor will be liable for any act or omission of the Index Sponsor relating to the Index, or represents, warrants, undertakes or accepts any responsibility for any aspect of the Index.

13.4. Additional Acknowledgments. If “Additional Acknowledgments” applies each party acknowledges that:

13.4(a) neither the other party nor its Affiliates provides professional advice on the Transaction;

13.4(b) it has been able evaluate the merits and risks of the Transaction to its satisfaction. It is not relying on any communication from the other party as professional advice, a recommendation or any kind of assurance about performance;

13.4(c) the other party may have commercial relationships with the issuer of any Underliers and may trade the Underliers or derivatives on them at any time and that such trading may affect the price of the Underliers and consequently the Transaction.