UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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OMB Number:3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response… 10.4
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Oaktree Capital Group, LLC
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Class A Units, no par value
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674001201
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December 31, 2012
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(Date of Event which Requires Filing of this Statement)
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1
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Names of Reporting Persons.
Greenlight Capital, L.L.C.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
490,800**
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7 Sole Dispositive Power
0
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8 Shared Dispositive Power
490,800**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
490,800**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
1.6%**
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12
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Type of Reporting Person (See Instructions)
OO
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1
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Names of Reporting Persons.
Greenlight Capital, Inc.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
1,180,612**
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7 Sole Dispositive Power
0
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8 Shared Dispositive Power
1,180,612**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,180,612**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
3.9%**
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12
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Type of Reporting Person (See Instructions)
CO
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**SEE ITEM 4(b).
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1
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Names of Reporting Persons.
DME Management GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
208,700**
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7 Sole Dispositive Power
0
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8 Shared Dispositive Power
208,700**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
208,700**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
0.7%**
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12
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Type of Reporting Person (See Instructions)
OO
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**SEE ITEM 4(b).
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1
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Names of Reporting Persons.
DME Advisors, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
256,500**
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7 Sole Dispositive Power
0
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8 Shared Dispositive Power
256,500**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
256,500**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
0.8%**
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12
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Type of Reporting Person (See Instructions)
PN
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**SEE ITEM 4(b).
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1
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Names of Reporting Persons.
DME Capital Management, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
414,700**
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7 Sole Dispositive Power
0
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8 Shared Dispositive Power
414,700**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
414,700**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
1.4%**
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12
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Type of Reporting Person (See Instructions)
PN
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**SEE ITEM 4(b).
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1
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Names of Reporting Persons.
DME Advisors GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
671,200**
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7 Sole Dispositive Power
0
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8 Shared Dispositive Power
671,200**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
671,200**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
2.2%**
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12
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Type of Reporting Person (See Instructions)
OO
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**SEE ITEM 4(b).
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1
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Names of Reporting Persons.
David Einhorn
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
U.S. Citizen
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
1,851,812**
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7 Sole Dispositive Power
0
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8 Shared Dispositive Power
1,851,812**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,851,812**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
6.1%**
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12
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Type of Reporting Person (See Instructions)
IN
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**SEE ITEM 4(b).
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Item 4
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Ownership:
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Item 4(a)
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Amount Beneficially Owned:
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i)
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Greenlight LLC may be deemed the beneficial owner of an aggregate of 490,800 Class A Units held for the accounts of Greenlight Fund and Greenlight Qualified.
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ii)
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Greenlight Inc. may be deemed the beneficial owner of an aggregate of 1,180,612 Class A Units held for the accounts of Greenlight Fund, Greenlight Qualified and Greenlight Offshore.
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iii)
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DME Management GP may be deemed the beneficial owner of 208,700 Class A Units held for the account of Greenlight Gold.
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iv)
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DME Advisors may be deemed the beneficial owner of 256,500 Class A Units held for the account of the Managed Account.
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v)
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DME CM may be deemed the beneficial owner of 414,700 Class A Units held for the accounts of Greenlight Gold and Greenlight Gold Offshore.
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vi)
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DME GP may be deemed the beneficial owner of 671,200 Class A Units held for the accounts of Greenlight Gold, Greenlight Gold Offshore and the Managed Account.
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vii)
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Mr. Einhorn may be deemed the beneficial owner of 1,851,812 Class A Units. This number consists of: (A) an aggregate of 490,800 Class A Units held for the accounts of Greenlight Fund and Greenlight Qualified, (B) 689,812 Class A Units held for the account of Greenlight Offshore, (C) 208,700 Class A Units held for the account of Greenlight Gold, (D) 206,000 Class A Units held for the account of Greenlight Gold Offshore, and (E) 256,500 Class A Units held for the Managed Account.
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Item 4(b)
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Percent of Class:
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Item 4(c)
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Number of shares as to which each such person has voting and dispositive power:
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GREENLIGHT CAPITAL, L.L.C.
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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GREENLIGHT CAPITAL, INC.
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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DME MANAGEMENT GP, LLC
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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DME ADVISORS, LP
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By: DME Advisors GP, LLC,
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its General Partner
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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DME CAPITAL MANAGEMENT, LP
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By: DME Advisors GP, LLC,
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its General Partner
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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DME ADVISORS GP, LLC
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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/s/ DANIEL ROITMAN**
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Daniel Roitman, on behalf of David Einhorn
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