EFTA01368382.pdf

(d) If the representation given in Section. 1.6(a), (b) er (c) preys to have been incorrect or misleading in any material respect when made or deemed repeated, the parties will use all reasonable efforts, negotiating in good faith and a commercially reasonable manner either: (i) to agree and implement any amendments or modifications to the terms of swaps which are required to be Cleared and take any steps required to ensure that such swaps are Cleared before the applicable regulatory deadline, and to ensure the payment of any Balancing Payment A mount or (ii) to agree and implement any amendments of modifications to the terms of swaps which are not required to be Cleared and take any steps required to ensurethat the relevant Portfolio Risk Mitigation Techniques (as defined below) arc adhered to in respect of such swaps by the sixth Joint Business Day following the date on which both parties are aware that representation given in Section 1.6(a) was incorrect or misleading, or such later date as the parties agree, and to ensure the payment of any Balancing Payment Amount by the same day, (e) If the steps accent in Section 1.6(d) have not been completed in time: (i) it will constitute an Additional Termination Event under the Agreement, Deemed 1SDA Master Agreement, or Subsequent Agreement as applicable, in respect of which the swap(s) for which remedial steps have not been completed will be the sole Affected Transaraion(s) and Client will be the sole Affected Patty, provided that both parties will be Affected Parties for the purposes of Secticiri 6(b)(iv) of the Agreement, Deemed 1SDA Master Agreement, or Subsequent Agreement, as applicable; (i0 for the purposes of any determination pursuant to Section 6(e) the Agreement, Deemed 1SDA Master Agreement, or Subsequent Agreement; as applicable, following the designation of an Early Termination Date as a result of Section I.6(d): (A) it will be deemed that Client is a non-financial counter-Party to which mandatory clearing stipulated in FMB does not apply (wbctber or not in fact this is the case); and (B) where "Market Quotation" is deiignated as the payment measure, it will be deemed that Market Qtrotation would not produce a commercially reasonable result and "Loss" will apply in relation to the relevant Affected Transaction(s); and (iii) without prejudice to the rights, powers, remedies and privileges provided by law, neither the making by Client of an incorrector misleading status represautation under Section 1.6(a), (b) or (c) nor the failure of a party to take any action required under Section 1.6(d) will constitute an Event of Default under die Agreement, Deemed. 1511k Master Agreement, or Subsequent Agreement, es applicable. 1.7 Immediate Notice. Client will notify DB inumxliately if any of its responses to Sections 1.1 to 1.6 above change for any reason. PART B — PACE 3 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0060106 CONFIDENTIAL SDNY_GM_00206290 EFTA01368382