EFTA01376709.pdf

15.2 Client agrees to promptly notify DB in writing of any material changes to the. information or representations made.hcrein, which shall become effective one business day following.defivery of such notice: Upon the effectiveness.Ofanynotice provided in accordance with thiS paragraph, the relevant information or representation- will be deetind.amended in accordance with such (unite, 15.3. In connection with any swap outstanding between Client and DB, Client agrees to promptly provide DB any information reasonably requested by DB necessary for compliance with the Dodd-Frank Actor 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 13 of EMIR. and makes the declarations. Stated in Article 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 of the Swaps Protocol to be removed and reserved• (a) In Section 6.3 of the Addendum, the phrase "(which term, for these pUrposes, shall be cons-hind to refer to each "OTC derivative" end "OTC derivative contract," each as defined in Article 2(7) of EMIR. between the parties that is subject to the Portfolio Reconciliation Risk Mitigation. Techniques)' (b) Section 8 of theAddendum; and (e) in Part 8 of the SwapsProtocol: (i) in.the. definition of "Material Terms," the phrase "including, for the.aveidance of doubt, all information as is required Cot reeericiliatibn under EMIR"; and the final sentence in Section 5.2. 16. RECORDING OF CONVERSATIONS. Client consents to the recording by DB and its affiliates of telephone -conversations and other electronic voice and/or video communications with Client's trading, marketing, operations and other relevant personnel, with or without the use ofrin audible tone or beep, whether or not in connection with any swap, and Client further agrees to obtain the individual consent -of any of Clients personnel Should such consent be required by the CEA, CFTC Regulations or other .appliCable law or regulation. 17. MISCELLANEOUS. 17.1 DB and Clientegree that this Addendum modifies the Agreement solely with respect to "swaps," . as such term is defined in Section la(47) oldie CEA and CFTC Regulation 13(xxx). 17.2 This Addendum constitutes the entire agreement and understanding of the parties with respect to the subject matter thereof. 17.3 Other than es specified in Sectiorr114, no amendment or waiver in Sped of this Addendum will be effective unless in writing and executed by each oldie parties. 17.4 Any failure or delay in exercising any right, power or privilege in reSpect of this Addendum will not be presumed to operate as a waiver thereof. 173 This Addendum shall be governed by the law (and nor the law of conflicts) of the State at New York. PARTS —PAGE 13 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0073063 CONFIDENTIAL SDNY_GM_00219247 EFTA01376709