- Statement of Ownership (SC 13G)
February 06 2009 - 1:22PM
Edgar (US Regulatory)
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CUSIP NO.
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297602104
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13G
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Page 1 of 14
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SECURITIES AND EXCHANGE COMMISSION
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Under the Securities Exchange Act of 1934
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Ethan Allen Interiors Inc.
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Class A Common Stock, $.01 par value
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(Title of Class of Securities)
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this
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form with respect to the subject class of securities, and for any subsequent amendment containing
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information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be "filed" for the
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purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the
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liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
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CUSIP NO.
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297602104
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13G
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Page 2 of 14
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1.
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NAMES OF REPORTING PERSONS.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE DISPOSITIVE POWER
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8.
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SHARED DISPOSITIVE POWER
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12.
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TYPE OF REPORTING PERSON
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CUSIP NO.
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297602104
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13G
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Page 3 of 14
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1.
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NAMES OF REPORTING PERSONS.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE DISPOSITIVE POWER
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8.
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SHARED DISPOSITIVE POWER
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12.
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TYPE OF REPORTING PERSON
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CUSIP NO.
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297602104
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13G
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Page 4 of 14
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1.
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NAMES OF REPORTING PERSONS.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE DISPOSITIVE POWER
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8.
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SHARED DISPOSITIVE POWER
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12.
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TYPE OF REPORTING PERSON
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CUSIP NO.
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297602104
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13G
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Page 5 of 14
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1.
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NAMES OF REPORTING PERSONS.
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Franklin Advisory Services, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE DISPOSITIVE POWER
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8.
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SHARED DISPOSITIVE POWER
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12.
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TYPE OF REPORTING PERSON
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CUSIP NO.
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297602104
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13G
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Page 6 of 14
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Ethan Allen Interiors Inc.
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(b)
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Address of Issuer's Principal Executive Offices
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Ethan Allen Drive
Danbury, CT 06811
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(a)
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Name of Person Filing
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(i):
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Franklin Resources, Inc.
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(iii):
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Rupert H. Johnson, Jr.
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(iv):
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Franklin Advisory Services, LLC
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(b)
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Address of Principal Business Office or, if none, Residence
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(iv):
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One Parker Plaza, Ninth Floor
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(d)
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Title of Class of Securities
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Class A Common Stock, $.01 par value
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CUSIP NO.
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297602104
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13G
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Page 7 of 14
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the
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(a)
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Broker or dealer registered under section 15 of the Act (15
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15
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(d)
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Investment company registered under section 8 of the Investment
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Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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x
An investment adviser in accordance with
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(f)
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An employee benefit plan or endowment fund in accordance with
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(g)
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x
A parent holding company or control person in accordance with
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(h)
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A savings associations as defined in Section 3(b) of the Federal
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Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an
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investment company under section 3(c)(14) of the Investment Company
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Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J);
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(k)
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Group, in accordance with §240.13d 1(b)(1)(ii)(K).
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The securities reported herein (the “Securities”) are beneficially owned by one or more open- or
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closed-end investment companies or other managed accounts that are investment management clients of
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investment managers that are direct and indirect subsidiaries (each, an “Investment Management Subsidiary”
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and, collectively, the “Investment Management Subsidiaries”) of Franklin Resources, Inc. (“FRI”),
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including the Investment Management Subsidiaries listed in Item 7. Investment management contracts grant
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to the Investment Management Subsidiaries all investment and/or voting power over the securities owned by
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such investment management clients, unless otherwise noted in this Item 4. Therefore, for purposes of
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Rule 13d-3 under the Act, the Investment Management Subsidiaries may be deemed to be the beneficial owners
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Beneficial ownership by investment management subsidiaries and other affiliates of FRI is being reported
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in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998)
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relating to organizations, such as FRI, where related entities exercise voting and investment powers over
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the securities being reported independently from each other. The voting and investment powers held by
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Franklin Mutual Advisers, LLC (“FMA”), an indirect wholly-owned Investment Management Subsidiary, are
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exercised independently from FRI and from all other Investment Management Subsidiaries (FRI, its
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affiliates and the Investment Management Subsidiaries other than FMA are collectively, “FRI affiliates”).
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Furthermore, internal policies and procedures of FMA and FRI establish informational barriers that prevent
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the flow between FMA and the FRI affiliates of information that relates to the voting and investment
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powers over the securities owned by their respective investment management clients. Consequently, FMA and
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the FRI affiliates report the securities over which they hold investment and voting power separately from
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each other for purposes of Section 13 of the Act.
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Charles B. Johnson and Rupert H. Johnson, Jr. (the “Principal Shareholders”) each own in excess of 10% of
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the outstanding common stock of FRI and are the principal stockholders of FRI. FRI and the Principal
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Shareholders may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial owners of
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securities held by persons and entities for whom or for which FRI subsidiaries provide investment
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management services. The number of shares that may be deemed to be beneficially owned and the percentage
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of the class of which such shares are a part are reported in Items 9 and 11 of the cover pages for FRI and
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each of the Principal Shareholders. FRI, the Principal Shareholders and each of the Investment Management
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Subsidiaries disclaim any pecuniary interest in any of the Securities. In addition, the filing of this
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Schedule 13G on behalf of the Principal Shareholders, FRI and FRI affiliates, as applicable, should not be
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construed as an admission that any of them is, and each disclaims that it is, the beneficial owner, as
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defined in Rule 13d-3, of any of the Securities.
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CUSIP NO.
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297602104
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13G
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Page 8 of 14
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FRI, the Principal Shareholders, and each of the Investment Management Subsidiaries believe that they are
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not a “group” within the meaning of Rule 13d-5 under the Act and that they are not otherwise required to
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attribute to each other the beneficial ownership of the Securities held by any of them or by any persons
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or entities for whom or for which FRI subsidiaries provide investment management services.
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(a)
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Amount beneficially owned:
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
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Franklin Resources, Inc.:
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0
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Rupert H. Johnson, Jr.:
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0
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Franklin Advisory Services, LLC:
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1,421,300
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(ii)
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Shared power to vote or to direct the vote
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(iii)
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Sole power to dispose or to direct the disposition of
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Franklin Resources, Inc.:
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0
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Rupert H. Johnson, Jr.:
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0
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Franklin Advisory Services, LLC:
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1,464,300
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(iv)
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Shared power to dispose or to direct the disposition of
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting
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person has ceased to be the beneficial owner of more than five percent of the class of
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securities, check the following
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. Not Applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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The clients of the Investment Management Subsidiaries, including investment companies registered
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under the Investment Company Act of 1940 and other managed accounts, have the right to receive
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or power to direct the receipt of dividends from, as well as the proceeds from the sale of, such
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securities reported on in this statement.
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CUSIP NO.
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297602104
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13G
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Page 9 of 14
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on
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By the Parent Holding Company
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable (See also Item 4)
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Item 9.
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Notice of Dissolution of Group
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CUSIP NO.
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297602104
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13G
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Page 10 of 14
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above
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were acquired and are held in the ordinary course of business and were not acquired and are not held for
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the purpose of or with the effect of changing or influencing the control of the issuer of the securities
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and were not acquired and are not held in connection with or as a participant in any transaction having
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This report shall not be construed as an admission by the persons filing the report that they are the
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beneficial owner of any securities covered by this report.
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set
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forth in this statement is true, complete and correct.
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By:
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/s/ROBERT C. ROSSELOT
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-----------------------------
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Assistant Secretary of Franklin Resources, Inc.
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Attorney-in-Fact for Charles B. Johnson pursuant to Power of Attorney attached to this
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Attorney-in-Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this
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Franklin Advisory Services, LLC
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-----------------------------
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Secretary of Franklin Advisory Services, LLC
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CUSIP NO.
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297602104
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13G
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Page 11 of 14
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In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned
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hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all
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amendments to such statement and that such statement and all amendments to such statement are made on
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IN WITNESS WHEREOF, the undersigned have executed this agreement on
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By:
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/s/ROBERT C. ROSSELOT
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-----------------------------
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Assistant Secretary of Franklin Resources, Inc.
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Attorney-in-Fact for Charles B. Johnson pursuant to Power of Attorney attached to this
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Attorney-in-Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this
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Franklin Advisory Services, LLC
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-----------------------------
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Secretary of Franklin Advisory Services, LLC
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CUSIP NO.
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297602104
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13G
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Page 12 of 14
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LIMITED POWER OF ATTORNEY
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SECTION 13 REPORTING OBLIGATIONS
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Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of
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Robert Rosselot and Maria Gray, each acting individually, as the undersigned’s true and lawful
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attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name,
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place and stead of the undersigned to:
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(1)
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prepare, execute, acknowledge, deliver and file Schedules 13D and 13G (including any amendments
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thereto or any related documentation) with the United States Securities and Exchange Commission, any
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national securities exchanges and Franklin Resources, Inc., a Delaware corporation (the “Reporting
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Entity”), as considered necessary or advisable under Section 13 of the Securities Exchange Act of 1934 and
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the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”); and
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(2)
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perform any and all other acts which in the discretion of such attorney-in-fact are necessary or
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desirable for and on behalf of the undersigned in connection with the foregoing.
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The undersigned acknowledges that:
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(1)
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this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in
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their discretion on information provided to such attorney-in-fact without independent verification of such
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(2)
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any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned
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pursuant to this Limited Power of Attorney will be in such form and will contain such information and
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disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
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(3)
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neither the Reporting Entity nor either of such attorneys-in-fact assumes (i) any liability for the
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undersigned’s responsibility to comply with the requirements of the Exchange Act or (ii) any liability of
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the undersigned for any failure to comply with such requirements; and
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(4)
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this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance
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with the undersigned’s obligations under the Exchange Act, including without limitation the reporting
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requirements under Section 13 of the Exchange Act.
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The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and
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authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to
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be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might
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or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the
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undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
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This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned
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in a signed writing delivered to each such attorney-in-fact.
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IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as
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of this
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30th
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day of
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April
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, 2007
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CUSIP NO.
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297602104
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13G
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Page 13 of 14
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LIMITED POWER OF ATTORNEY
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SECTION 13 REPORTING OBLIGATIONS
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Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of
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Robert Rosselot and Maria Gray, each acting individually, as the undersigned’s true and lawful
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attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name,
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place and stead of the undersigned to:
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(1)
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prepare, execute, acknowledge, deliver and file Schedules 13D and 13G (including any amendments
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thereto or any related documentation) with the United States Securities and Exchange Commission, any
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national securities exchanges and Franklin Resources, Inc., a Delaware corporation (the “Reporting
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Entity”), as considered necessary or advisable under Section 13 of the Securities Exchange Act of 1934 and
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the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”); and
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(2)
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perform any and all other acts which in the discretion of such attorney-in-fact are necessary or
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desirable for and on behalf of the undersigned in connection with the foregoing.
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The undersigned acknowledges that:
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(1)
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this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in
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their discretion on information provided to such attorney-in-fact without independent verification of such
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(2)
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any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned
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pursuant to this Limited Power of Attorney will be in such form and will contain such information and
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disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
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(3)
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neither the Reporting Entity nor either of such attorneys-in-fact assumes (i) any liability for the
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undersigned’s responsibility to comply with the requirements of the Exchange Act or (ii) any liability of
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the undersigned for any failure to comply with such requirements; and
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(4)
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this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance
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with the undersigned’s obligations under the Exchange Act, including without limitation the reporting
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requirements under Section 13 of the Exchange Act.
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The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and
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authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to
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be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might
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or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the
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undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
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This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned
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in a signed writing delivered to each such attorney-in-fact.
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IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as
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of this
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25th
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day of
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April
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, 2007
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/s/ Rupert H. Johnson, Jr.
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CUSIP NO.
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297602104
|
13G
|
Page 14 of 14
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Franklin Advisory Services, LLC
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Item 3 Classification: 3(e)
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