EFTA01368391.pdf

15.2 Client agrees to promptly notify DB in writing of any material changes to the intonation or representations made herein, which shall become effective one business day follow ing.deli very of such notice: Upon the effectiveness Many notice provided in accordance with this paragraph, the relevant information or representation will be deemed amended in accordance with such nonce. I51 in connection with any swap outstanding bctµeen Client and DB, Client agrees to promptly provide DB any Information reasonably requested by DB necessaiy for compliance with the Dodd-Frank Act or any other applicable law or regulation 15.4 If the European Commission adopts an implementing act in respect of the United States of America pursuant to Article I3 of EMIR and makes the declarations sated in Ankh, 13 of EMIR, at least in respect of the Portfolio Reconciliation Risk Mitigation Techniques and Dispute Resolution Risk Mitigation Techniques. either party may, by giving at least one month's written notice to the other party, cause the following provisions oldie Swaps Proteed to be removed and reserved: (a) in Section 6.3 of the Addendum, the phrase "(which term, for these purposes, shall he construed to refer to each "OTC derivative" red "OTC derivative contract," each as defined in Article 2(7) of EMIR. between the panics that is subject to the Portfolio Reconciliation Risk Mitigation Techniques)"; (0) Section 8 of theAddendom, and (e) inPart 8 of the Swaps Protocol: In the definition of "Material. Terms." the phrase 'including, for the avoidance of diaubt. all information as is required for rerencilialibn under EMIR"; and the final sentence in Section 52, 16: RECORDING OF CONVERSATIONS. Client consents to the recording by DB and its affiliate; of teephore conversations and other electronic voice and/or video communications with Client's trading; marketing, operations and other relevant personnel, with or without the use of an audible tone or beep, whether or not in connection with any swap, and Client further agrees to obtain the individual consent of any of Clienfs personnel should such consent be required by the CEA, CFTC Regulations or other applicable law or regulation. 17. MISCELLANEOUS. 17.1 DB and Client agree that this Addendum modifies the Agreement solely with respect to "swaps," assueh term is defined in Section 11(47) of the CEA and CFTC Regulation i :Kass). 17.2 This Addendum constitutes the'entire agreement and understanding of the parties with reaped to the subject matter thereof. 17.3 Other than es specified in Section 15.4, no amendment or waiver in respect of this Addendum will be erectly/unless In writing and executed by each of the parties. 17.4 Any failure or delay in exercising any right, power or privilege in respect err this Addendum will not be presumed to operate as a waiver thereof. 17.5 This Addendum shall be governed by the law (and not the law of conflicts) of the State of New York. PART — PACE 13 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0060116 CONFIDENTIAL SONY GM_00206300 EFTA01368391