EFTA01412643.pdf

EFTA01412643 EFTA01412644 EFTA01412645 EFTA01412646 EFTA01412647 EFTA01412648 EFTA01412649 EFTA01412650 EFTA01412651 EFTA01412652 EFTA01412653 EFTA01412654 EFTA01412655 EFTA01412656 EFTA01412657 EFTA01412658 EFTA01412659 EFTA01412660 EFTA01412661 EFTA01412662 EFTA01412663 EFTA01412664 EFTA01412665 EFTA01412666 EFTA01412667 DEUTSCHE BANK AG ASSET & WEALTH MANAGEMENT DIVISION SWAPS PROTOCOL Index 1 Inti*oductioii 2. Part A - Reporting Consent and US Pei-son Certification Part B — Swap Trading Addendum with Annex (US Person Only) 4. Part C -Provisions for Npn-US Person Counterparties 5. Swap Agent Statement (US Person Only, if applicable) 6. ECP Questionnaire for Guarantors (US Person Only, if applicable) 7. End-User Exception Self-Certification (US Person Only, if applicable) 8. Portfolio Reconciliation Procedures (US Persons Only) 9. Glossary Version: January 29, 2014 1. INSTRUCTIONS Title Vll of the Dodd^Fr^k Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") has. created a comprehensive new regulatory regime for derivative products and derivative market participants that takes the form of amendments to the Commodjty Exchange Act ("CEA") and new rules enacted by the Commodity Futures Trading Commission ("CFTC") with respect to "swaps" (a term dial is defined, veiy broadly in the CEA). As a result of these new laws and rules, Deutsche Bank AG ("DB") has registered with the CF'i'C as a swap dealer in respect of its swaps business with US persons. the CEA and CFTC Regulations impose a number of new rcgulalory requirements on swap dealers, including.an obligation to observe certain conduct standards in its swap business with US counterparties and clients. Tlie CFTC lias also made certain swaps subject to mandatoo' clearing (subject to certain exemptions). In order to fulfill these pbligationa and to enable DB to continue to enter into swaps mwith its clients, DB needs (1) to obtain certain information^ representations and a^eements from each client, and (2) to provide each client with certain disclosures and notices. DB is also subject to certain compliance obligations under Regulation (EU) No 648/2012 of the European Parliament and of the Council on OTC derivatives, central counterparties and trade depositories dated 4 July 2012 ("EMIR"). This Swaps Protocol is the means- by which DB intends to meet the various compliance requirements EFTA01412668 applicable to it arising under the Dodd-Frank Act and EMIR. This form may not be- used by a Counterparty that is a Swap Dealer or a Majoi' Swap Participant. If you are a Swap Dealer or A Major Swap Participant, please contact DB to discuss completion of the relevant ISDA Dodd-Frank and EMIR Protocols. DB accordingly requests that you please complete the enclosed Swaps Protocol as follows: • Part A (Reporting Consent and US Person CerOfication) must be completed by all clients. • Part B {Swap Trading Addendum^ including the Swap Addendum Annex, must be completed only, by those clients that indicated that they are US persons In Part A. In other words, if you are not a US person, do not complete Part B. Part C {Provisions for Non-US Person Counterparties) m\xs.i be completed only by those clients that indicated that they are not US persons in Part A. In other words, if you are a US person, do not complete PartC. The Swap Agent-Statement must be completed by any client that is a US person and that has swaps executed by a Swap Agent. The ECP Que.stionnaire for Guarantors must be completed by each person that guarantees the. swaps pf any client that is a US person. A client that is a US person may also be required to complete the End -User Self-Certification as a condition precedent of relying on the End-User Exception from mandatory clearing requirements. 2 -Please note that DB is not acting as your advisor or Hdudary in swap transactions, so you sI>ould consult your own legal and other advisors and rcpresenlatives about your status as a US person and/or the advisability of enterine into the Swap Trading Addendum. Any client that is -a- natural person should insert his or her own najne where prompted to provide the "Legal Nanie of Client Swap Vehicle" and insert his or her own signature when prompted to prpyide the "Authorized Signatory Signature" Fuilhemiore, a CFTC Interim Compliant Identifier (or "CICP' number) is not required for a natural person. Please complete (or procure the cpmpleHon of) the relevant sections of the Swaps Protocol as soon as possible (and, in any event, prior to the next lime that you may wislvto enter into a swap with DB) and return the relevant sections (or procure their return) to DB in any of the following ways: EFTA01412669 • By express or registered mail (or other trackable method) to the following address: 345 Park Avenue 25"' Floor MS:NYG20-2564 New York, NY 10154. Attn: Mary Davitt • By email to: Failure to conrpJete and reliim the relevant sections of the Swaps Protocol in a timely fashion could prevent you from entering into additional swaps with DB. Certain key terms used in this Swaps Protocol arc defined in the appended Glossary. Please be aware that certain responses may require DB to obtain additional information frem you in connection with dischargingDB's counterparty conduct of business obligations. Plbase contact youc DB clicht-facing professional wiili any questions about the Swaps Protocol. 3' 2. PART A REPORTING CONSENT NptwitJistandinganythingTp the contraiy in this Swaps Protocol or any non- disclosure, cprifidentialily or other agreements entered into between the parties from time to time, each jMity hereby consents' to the Disclosure of information (the "Reporting Consent"): (a) to the extent required by, or necessary in order to comply witit, any applicable law, rule.or reguhlion which mandates Disclosure of transaction and similar information or to the extent required l>yvOf necessaty in order to comply whli, any order, request or directive regarding Disclosure of transaction and similar information issued by any relevant authority or body or agency ("Reporting Requirements"); or (b) to and between the other party's head office, branches or affiliates: to any person, agent, third party or entity who provides services to such, other party or its.hcad office, branches or affiliates; to a Market; or to any trade data repository or any systems or services operated by any trade repository or Market, in each case, in connection with such Reporting Requirements.. "Disclosure" means disclosure, reporting, retention, or ajty action similar or analogous to any of the aforementioned. "Market" means aiiy exchaiige, regulated maricet, clearing house, central clearing counterparty or multilateral trading facility. EFTA01412670 Disclosures made pursuant to this Repoiting Consent may include, without limitation, Disclosure of information relating to disputes over transactions between the pailies, a party's identity, certain trimsaction and pricing data and may result in such information becoming available to the public or recipients in a jurisdiction which may have a different level of protection for personal data from that of tire relevant party's home Jurisdiction. This Reporting Consent shall be deemed to constitute an agreement between tire parties with respect to Disclosure in general and shall survive thetenninaiion of this Swaps Protocol. No amendment to or termination of this Reporting Consent shall be effective unless such amendment or termination is made in writing between the parties and specifically refers to this Reporting Consent. PART A-page! s' US PERSON CERTIFICATION Pleasa indicate below whether you (**Cru:i)t") are a VS person. If you are not a US person, please complete this Part A and continue id Pari C and return signed, completed copies of Part A and Part C to your OB representative. If you are a US person, please complete this. Part A and continue to Fart B and return signed, completed copies of Part A and Part B to your DB representative. Capitalized terms not oihenvise defined herein have the meanings ascribed to them in the Glossary which cpnsVtlutes Part 9 pf the Swaps Protocol. L/ C. Lbgal Name of Clienl Swap- Vehicle: SI Client hereby represents (which representation Is deemed repeated as of the time of each Swap Transaction Event) that it reasonably believes that it does fall within one or rhore of the US Person Categories or would otherwise be deemed to be a "US person" based upon the relevant guidance in the. interpretive Guidance. If you have checked this box, please complete Part B but do not complete Part C. Client hereby represents (which reprcsehtaiidn is deemed repeated as of the time of each Swap Transaction Event) that it reasonably believes that it does not fall witltin any of the US Person Categories and believes in good faith that it would not EFTA01412671 otherwise be deemed to be a "US person" based upon the relevant guidance in tlieJjjterprelive Guidance. If you have checked this box, please complete P complete Part B. Legal Name of Client Swap Vehicle: Authorized Signatory Signature: but do not LLC <s£i0 tl\A Name: WlcuAoa^j r' Title: 10 7 n Date: PARTA-PAGE2 3. PARTB SWAP TRADING ADDENDUM If you are a US person, please cotnplete this Swap Trading Addendum and the attached Annex and returrt signed, completed copies of both to your DB representative. Tills Swap Trading Addendum (the '^Addendum") modifies and supplements the contract or contracts used by Client and DB to document their swaps (the "Agreement"). If Client and DB are not currently documenting their swaps, under a form of standard master swap agreement published by the International Swaps and Derivatives Association, Inc; ("ISDA") or another industry group that has been manually signed by the parties, then by delivery of the Addendum to DB, Client is agreeing that (1) as and from the date that DB signs this Addendum, the parlies shall be deemed to have entered into an ISDA 2002 Master Agreement, without any Schedule thereto* except the election that siich agreement shall be governed by New York law (the "Deemed ISDA Master Agreement"), and (2) all swaps entered into by the parties after such date shall be subject to that Deemed ISDA Master Agreement. If, after the date of entry into this Addendum, Client and DB manually execute a form of standard master agreement published by ISDA or another industiy group, this Addendum shall supplement and fonn part of.lhat master agreement (as supplemented by the Addendum, the "Subsequent Agreement") and all swaps previously governed by the terms of the Deemed ISDA Master Agreement shall thereinafter be governed by the terms of the EFTA01412672 Subsequent Agreement. All notices under Section 5 or 6 of the Deemed ISDA Master Agreement (oilier than notices under Section 5(aX0) shall be sent to: Deutsche Bank AO, Head Office, Theodor-Heuss- Allee 70, 60486 Frankfurt-am-Main, GERMANY, Attention: Legal Department, Fax No: 49 69 910 36097. All other notices to DB shall be sent directly to the office through wliich DB is acting for the relevant Transaction„ using the address and contact particulars specified in the confirmation of that transaction or otherv.nse notified. All notices to Client in respect of the D,eemed ISDA Master shall be sent to the address immediately following the signature of the Client in this Addendum. Notwithstanding the foregoing, each party agrees that an event of default, termination event, or other similar event that ^yes a party grounds to cancel or otherwise lerminale a swap shall not occur underthe Agreement dr any other contract between the Parties solely on the basis of (i) a representation provided solely in this Addendum being incorrect or misleading in any material respect, or (ii) a breach of any' covenant or agreement set forth solely in this Addendum; provided, Amveve/',.that nothing in this paragraph shall prejudice any other right or remedy of a party at law Or under the Agreement or any otlier contract in respect of any misrepresentation or breach hereunder or thereunder. For the avoidance of doubti this paragraph shall not alter a party's rights or remedies, ifany, applicable to a breach of aiiy representation, warranty, covenant, or agreementtliat is not provided or set forth solely in this Addendum. Capitalized terms not otherwise define herein have the meanings ascribed to them in the Olossaiy which constitutes Part 9 of the Swaps Protocol 1. CLIENT VERIFICATION. Client represents (which representations are deemed repeated as of the time of each Swap Transaction Event) and warrants to DB that: 639Sm PARTB-PAGE I Client Informatioil. Client has duly completed the Client infonnalion Form in the Swap Addendum Annex and the infonnalion contained therein is true and correct. Not Regulated Swap Entity. Client is not a Swap Dealer, Security-Based 5w-ap Dealer. Major Swap Participant or a Major Security-Based Swap Participant. Eligible Contract Participant. Client is an Eligible Contract Participant ("ECP"). Client has duly completed the ECP Questionnaire in the Swap Addendum Annex and the information contained EFTA01412673 therein is true and correct. If the obligations of Client in its swaps w ith DB are guaranteed by another person or persons (each, a "Guarantor"), Client will cause each Guarantor to complete the ECP Questionnaire for Guarantors provided as Part 6 of this Protocol confinning it is an ECP to DB as a condition precedent to discussing additional swaps and/or swap trading strategies with M 1.2 1.3 DB. If Client has indicated in the Eligible Contract Participant Questionnaire that it is cither a "Hedging Entity ECP" or a "Hedging Individual ECP", Clienc further represents to DB that, for So long as Client remains eitlier a Hedging Entity ECP or a Hedging Individual ECP, each swap entered into by Client under this Agreement will be entered into in connection with the conduct of Client's business or to manage the risk associated with an asset or liability owned or incurred, or reasonably likely to be owned or incurred, by Client in the conduct of Client's business. Financial Entity. Client D IS / [S IS NOT a Financial Entity. If Client is a Financial Entity under Dodd Frank, Client has duly completed the Financial Entity Questionnaire in the Swap Addendum Annex, and the information contained therein is true and correct. :. Client 0 IS / S IS NOT a Special Entity. If Client is a Special Entity (or is electing to be a Special Entity as permitted by CFTC Regulations), Client has duly completed the Special Entity Questionnaire in the Swap Addendum Annex, and the information contained therein is true and correct. Financial and Non-Financial CounterpartN> Representation. Client represents to DB (which representation is deemed repeated as of the lime of each Swap Transaction Event) that [please check box (a) or (b) and if you have checked box (b), please check box (c) if applicable]; Client CH is a Financial Counterparty. It is either: (X) organized or incorporated inside the European Union and is a financial counterparty (as defined in EMIR); or (Y) organized or incorporated outside the European Union and, to the best of its knowledge and belief, having given due and proper consideration to its status, would constitute a financial counterparty (as such term is defined in EMIR) if it were EFTA01412674 established in the European Union: or CjjS> 1.6 (a) 'VV is a Non-Fliiancia! Counterparty. It is either: (X) organized or incorporated inside tne European Union and is a non-linancial counterparty (as defined in EMIR); or (b) Client (Y) organized or incorporated outside the European Union and, to the best of its knowledge and belief, having given due and proper consideration to its status, would constitute a non-financial counterparty (as such term is defined in EMIR) if it were established in the European Union; and Client S] is a NFC-. Tlic notional amounts of Its relevant foreign exchange, credit, rates, equi^, commodity and other derivative portfolios are lower than the thresholds for mandatory clearing stipulated in respect of EMIR. (A client that Is not a Financial Counterparty and has not checked this box as appliccdjle will be called an NFC+ for purpose of this Addendum and Part 8.) (c) 63W998 PARTS-PAGE 2 (d). If the representation given in Section 1 ;6(a)^ (b) or (c) prove to have been incpircct or misleading in any material respect when made or deemed repeated, the parties will use al) reasonable efforts, negotiating in good faith and a commercially reasonable manner either; to agree and implement any amendments or modifications to the terms of swaps which ai*e required to be Cleared and lake any steps required to ensure that such swaps are Cleared before the applicable regulatory deadline, and to ensure the :paymentdf any Balancing Payment Amount; or to. agree aitd implement any amendments or modifications to the terms of swaps which are not required to be Cleared and take any steps required to ensure that the relevaiil Portfolio Risk Mitigation Techniques (as defined below) are adhered to in respect of such swaps by the sixth Joint Business Day following the date on EFTA01412675 which both parties are aware that representaiipn 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 ihc same day. If the steps set out in Secrion 1.6(d) have not been completed in time; it will constitute an Additional Tennination Event under the Agreement,^ Deemed ISDA 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 iransaction(s) and Client will be the sole Affected, Party, provided that both parties will be Affected Parties for the purposes of SecUori 6(ip(iv) of (he Agreement, Deemed ISDA Master Agreement, or Subsequent A^eement, as applicable; for the purposes of any detcrminalion pursuant to Section 6(c) the Agreement, Deemed ISDA Master Agreement, or Subsequent Agreementj as applicable^ following the desigriatiori of ari Early Termination Date as a result of Section 1.6(d): Ci) (ii) Ce) (i) (i0 it will be deemed that Client is a non-financia! counterparty to which mandatory clearing stipulated in EMIR does not apply (whether or not in fact this is the case); and where "Market Quotation" is designated as the payment measure, it will be deemed that Market Quotation would not produce, a commercially reaspnable result and "Loss" will apply in relation to the relevant Affected Transaction(s); and. without prejudice to the rights, powere, remedies .and privileges provided by taw, neither the making by Client of an incorrect or misleading status representation' under SecHon 1.6(a), (b) or (c) nor the failure of a party to take any actions required under Section 1.6(d) will constitute an Event of Default under the Agreement, Deemed. ISDA Master Agreement, or Subsequent Agreement, as applicable. Immediate Notice. Client will notify DB immediately if any of its responses to Sections 1.1 to ] .6 above change for any reason. ' (A) (B). (in) 1.7 PART.B-PAGE3 EFTA01412676 2. NO RECOMMENDATIONS. 2.1 Qieiit j'epresents (which representatibns are deemed repeated as. of the time, of each Swap Gommuhication Event) and warrants to DB ih^ in connection with any swap or swap trading. strategy proposed bylpB to Client: (a) Client is exercising, independent judgment in evaluating sucli swap or swap trading strategy; (b) Client acknowledges and agrees that DB is acting as counterparty only and is not acting as a.financial or other advi»r for Client and is not undertaking to assess the suitability of siich swap or swap trading strategy for Client; (c) Client has complied in good faith with its written policies and procedures that are reasonably designed to ensure that each of peraon responsible for evaluating recommendations, if any, from DB arid making trading decisions, on behalf of Client is capable of doing so; and if Client is a SpeOtal Entity, Client further acknowledges and agrees that: (i) Client will not rely on any communications from DB when deciding to enter into such swap of swap trading strategy; (ii) DB does not express any opinion whetlief Client should eriter into such swap or swap trading strategy; and (iii) DB is not undertaking to act in the best interests of Client 2.2 If Clieni has nptified DB in the Swap Addendum Annex that Client has a Swap Agent and Client does not wish to, make the representations and warranties in Section 2.1(a) above', Client may instead cause its Swap Agent to deliver to DB a statement in the form of Statement A in Part 4 Of the Swaps Protocol as a condition precedent to discussing additional swaps and/or swaps trading strategies Willi DB. 2.3 If Client is a Special Entity (other, than an ERISA Special Entity): (a) Client j-epresents (Which representations are deemed repealed as of the time of each Swap. Communication Event) and warrants that: (j) it has. a Qualified Independent Representative; and (ii) in connection with any swap or swap iradiog strategy, it will rely on advice.from that Qualified Independent Represent^ive in evaluating recommendations provided by DB; and (b) Client will cause its Qualified Independent Representative to deliver to DB a statement In the form of Statement 3 in Part 4 of the Swaps Protocol as a condition precedent to discussing additional swaps and/or swap trading strategies with DB. EFTA01412677 2.4 If Cl'ient is an ERISA Special Entity: (a) Client represents (which representation is deemed repeated as of the time of each Swap Coriimunication Event) and warrants that it has a fiduciary as defined in Section 3 of ERISA; and (d) 6395V9S PART B-PAGE 4 Client will cause its fiduciary to deliver to DB a staieraent in tire form of Statement C in Part 4 of the Swaps Protocol as a condition precedent to discussing additional swaps and/or swaps trading strategies with DB. DB notifies Client (which notification will be repeated as of the time of each Swap Communication Event) that it is acting as counterparty, it is not acting as a financial or other advisor for Client, and it is not undertaking to assess the suitability of such swap or swap trading strategy for, or act in the best Interests ofj Client. (b) 2.5 CLEARING. Client acknowledges and agrees that, with respect to a swap subject to a mandatory clearing requirement: 3 3 1 (a) Client has been notified by DB that Client has the sole right to select the derivatives clearing organization which will clear such swap by providing written notice to DB a reasonable amount of lime prior to execution of such swap identifying the relevant derivatives clearing organization; and If Client enters into a swap, without having selected a derivatives clearing organization to clear such swap. Client agrees to use the derivatives clearing organization designated by (b) DB. Client acknowledges and agrees lliat, Witli respect to a swap that is subject to a mandatory clearing requirement: Client has been notified by DB that Glienl may elect to require clearing of such svyap and Client has the sole rightto select the derivatives clearing organization to clear such swap by providing written notibe to DB a i^.sonable aniount.oftime prior to, EFTA01412678 execution ofsuch swap electing that such swap is to be cleared and specifying the derivatives clearing organization selected to clear such swap; and if Client enters into a swap that is not subject to mandatory clearing without having made the elections; described in Section 3.2(a), Client agrees that any price, rate, or otlier financial terms of such swap are for an uncleared swap„ and clearing such swap after it is entered into cannot occur without the consent of both Client and DB, which consent may be subject to conditions such as an adjustment to such terms and possible additional payments to take into account the fact iliat the swap is to be cleared Client acknowledges and agrees that: if DB does not have a clearing relationship at the derivatives clearing organization selected by Client pursuant to Section-3.1 dr 3.2, DB may be unable to. enter into such swap with Client; and DB may dec! ine to enter into any swap on the terms proposed by Client. DB hereby notifies Client, upon acceptance of a swap for clearing by a derivatives clearing organization, the original swap will extinguished and will be replaced by two equal and opposite swaps with the derivatives clearing organization, and all the tenns of the resulting swaps will conform to the product specifications oflhe cleared swap established pursuant to the rules of the derivatives clearing organization. DAILY MARK. 3.2 (a) (b) 3;3 (a) (b) 3.4 4, PART B-PAGE 5 4> 1 With respect to a cleared swap: (a) DB hertbyhotifies Client that Client has the riglU to receive the daily mark for such cleared swap from the relevant derivatives clearing organization; and Client agrees that Client will obtain any daily mark in respect of any such cleared swap from either the futures commission merchant through which Client clears such swap or from the derivatives clearing organization on which such swap is cleared. EFTA01412679 4.2 With respect to an uncleared swap: (a) Client agrees tliat, with respect to each uncleared swap between.Client and DB, DB will provide Client a daily mark, provided that such dally mark will only be provided oh New Vork business days and will be calculated by DB as of the close Of business on the prior Kew York business day; (b) Client agrees that, in respect of the daily mark for an uncleared swap: 0) such daily mark may not necessarily be set at the price at which ,DB would agree to, replace or terminate the uncleared s^vap; (ii) unless otherwise agreed m writing by DB and Client, margin calls in respect of .the uncleared swap may be based on considerations other than such dally mark; (b) and (iii) such daily mark may not necessarily be the value of the uncleared swap that is marked in DB's books; Cc) Client agrees that DB can deliver any daily mark for an uncleared swap pursuant to. this Section 4.2 at die email address provided in the S wap Addendum Annex or by posting it on a website as provided in Section 9.3; and (d) Client agrees that, notw.jtlisland.lng anything in this Section 4.2 to the contrary, DB shall be under no obligation to disclose any confidential or proprietary information about any model used in preparing the daily mark for an uncleared swap. 5. SCENARIO ANALYSIS. 5.1 DB hereby notifies Client that, for all swaps'that are not "available for trading" on a designated contract market or a .^ap execution faci lUy, Client may request and consult on the design of a scenario analysis to allow Client to assess its potential exposure in .connection wKli such swap. 5.2 Client agrees that, in order to request a scenario analysis pursuant to Section 5,1, Client must submit a written request to DB a reasonable, amount of lime prior to execution of the swap, ^d Client further agrees that the act of entering, into a swap without, having made such a written request to DB shall constitute .a waiver of Client's right to receive a scenario aiialysis in respect of such swap. S.'3 Client agrees that <A) unless Client has explicitly asked DB in the written request described in Section 5.2, to consult with Client In the design of a requested scenario analysis, no such EFTA01412680 consultation is required, and (B) if Client has asked to be consulted, the act of entry into a swap described in a scenario analysis produced after such a consultation shall constitute an acknowledgement by Clieht that Client is satisfied with the results of that consultation. PART B-PAGE 6 6. SWAPDOCDMENTATION. 6.1 As amended and. supplemented by this Addendum, the Ag^emcnt is the swap trading relationship documentation between the parties for purposes of the CFTG Regulations. 6J2 Acknowledgements/Confinnations. (a) DB hereby notifies Client that it has the right to request in writing that DB furnish it with a draft acknowledgement specifying all die applicable terms of a proposed swap transaction, other than price and any other temi- to be agreed at the lime of execution, prior to the execution of sucli swap and Client agrees dial the act of entering into a swap without, having made such a written request to DB shall constitute a waiver of Client's right to receive a draft acknowledgement in respect of such swap; and (b) The provisions of tliis Section 6.2 do not apply to any swap that is eillier (A) executed on or pursuant to the rules of a designated contract market or swap execution facility, the rules of which provide that confirmation of all terms of the swap take place at the time of execution or (B) submitted to a derivatives clearing organization for clearing, the rules of which provide that confirmation of all terms of the swap occurs at the same lime the swap is.acccpied for clearing. 6.3 Portfolio Reconciliation. Client acknowledges that in respect of uncleared swaps (which term, for these purposes, shall be construed to refer to each "O-TC derivative" and "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), Client will be required to engage In portfolio reconciliation with DB In accordance with the reconciliation procedures set out in Part 8 of the Swaps Protocol. Portfolio Compression. DB hereby notifies Client that Client has the right to ask DB to. engage in portfolio compression exercises for uncleared swaps and Client agrees and acknowledges EFTA01412681 that Client will engage in periodic portfolio compression exercises if so requested by DB. DB and Client consent to the Termination of fully offseUing swaps as a consequence of the portfolio compression-exercises undertaken pursuant to (a) above. VALUATIONS. At end of each business day, DB will calculate the Valuation Amount for each swap between DB and Client as of the end of such busings day and DB will calculate such Valuation Amounts acting in good faith and using commercially reasonable procedures iii order to produce a cpmmerciaily reasonable result. DB will, upon written request of Client, notify Client of Valuation Amounts calculated pursuant to Section 7.1 by the end of the first business day following the date on which such Valuation Amount was calculated. Client agrees IhatDB may provide notice of any such Valuation Amount by sending it to the email address provided in the Swap Addendum Annex or by posting It on a website as provided in Section 9.3 Unless otherwise agreed by both, parties, DB shall not be obliged to disclose to Client any confidential, proprietary information regarding any model used by DB to value a swap. 6.4 (b). 7. 7.1 7:2 6305948 PART B - PAGE 7 If Cljenl wishes to dispute a V^ualioii Amount calculated pursuant to Section 7.1, it must provide written notice tg DB by the end of the first business day following the date on which Client rweived such Valuation Amount, and such notice must include Client's own calculations of the disputed Valuation Amount, determined in good faith and using corrimercially reasonable procedures in order to product a commercially reasonable r&iilt. If Client submits written notice to DB of a disputed Vaivalion Amount pursuant to Section 7.3 above, then (A) ilie parties will consult with each other in an attempt to resolve the dispute; and (B) if the parties fail to resolve the dispute in a timely fashion, then DB shall recalculate the Valuation Amount.as ofthe date ofsuch Valuation Amount's original EFTA01412682 calculation by seeking four actual quotations at mid-market as of such date from four leading dealers in the relevant market selected by DB in good faith, taking the arithmetic average of the quotes so obtained, provided that if fewer llian four quotes are available, tlicn fewer than four quotations, may be used, and if no quotations are available, then DB's original Valuation Amount will be used. DB and Client agree that the calculation of Valuation Amounts pursuant to this Section 7 is solely for purposes of compliance by DB with ceiiain conduct of business requirements under llie. CEA and CFTC Regulations. DISPUTE RESOLUTION PROCEDURE. DB and Client agree that tliey will use the procedures set out in this Section 8 to identify and resolve Disputes b'etwceivtivem. Either parly may identify a Dispute by sendinga Dispute Notice To the other party. On or following the Dispute Date, the parties will consult in good faith ih an attempt to resolve the Dispute in a timely manner, including, without limitation, tfy exchanging any relevant irifonnation and by identifying and usirjg any Agreed Process wllich can be applied fo the subject of the Dispute or, where no such. Agreed Process exists or th" parties agree that such Agreed Process would be unsuitable, determining and applying a resolution method for the Dispute. With respect to any Dispute that is not resolved within five business days of the Dispute Date, refer issues Inrcmally to appropriately senior members of staff of such par^ or of its Affiliate, adviser or agerit in addition to. actions under paragraph (b) aibove (including actions under any Agreed Process identified and used under paragraph (bj above) and to the extent sucli referral has not occurred as' a result of action under par^Tapli (b) above (including any Agreed Process). Each parly agrees that, to the extent the Dispute Resolution Risk Mitigation Tecliniques. apply to Such, party, it Will have internal procedures and processes in place to record and monitor any Dispute for as long as the Dispute remains outstanding. The procedures set out in this Section 8, and any action or inaction of either party in respect of it affc without prejudice to any rights or obligations the parties may possess in respect of each other EFTA01412683 under any Agreed Process or other contractual agreement, by operation of law or otherwise. Action or inaction by a party in respect of this Section 8 will not be presumed to operate as ^ exercise or waiver, in whole or part, of any right, power or privilege such parfy may possess in respect of each other under any Agreed Process or other contractual agreement, by operation of law or otherwise. In particular, but without limitation, (X) the parties may seek to identify and resolve issues and discrepancies between themselves before either party delivers a Dispute Notice; and (Y) nothing iri this Section 8 obliges a party to deliver a Dispute Notice following the 7.3 7.4 7.5 8. 8.1 (a> (b) 8.2 8.3. 639599!! PART B-PAGE. 8 identification of any such i"e or discrepancy (notwithstanding that such issue or discrepancy may remain unresolved) or limits the rights of the parties to serve a Dispute Notice, lo commence or continue an Agreed Proems (whether or not any action under Section 8.1 has occurred) or otherwise to pursue any dispute resolution process in respect of any such issue or discrepancy (whether or not any action under Section 8.1 has occurred) 8.4 Without prejudice to the rigiits, powers, remedies and privileges provided by law, failure by a party to take any actions required by or to oUterWise comply vrttli this Section 8 will not constitute an event of default in respect of such party or any other event which permits either party to terminate any iransaciion under this Addendum or any other agreemehL ?. DISCLOSURES. 9.1 Client acknowledges and agrees that: (a) Client has received, reviewed and understood the product disclosure docurhenlation sepaiately provided by DB via secure website; (b) DB may provide additional disclosure infonnaljon relevant to specific swaps or classes of swaps that Client may enter into wi th DB; and (0) DB may provide disclosure of material infonnation relating to multiple EFTA01412684 swaps in a standardized format. 9.2 Client agrees that entry into a swap or any amendment or modification thereof constitutes Clients acknowledgment that it has understood the general and specific disclosures made by DB with respect to that swap or that amendment or modification of a swap and tliat such disclosures are sufficient for Client to evaluate and assess the material risks and characteristics of the swap, including: (a) market, credit, liquidity, foreign currency, legal, operational, and other applicable risks; (b) the material characteristics of such swap, including the material economic terms of sucli swap, the terms relating to the operation of such swap, and the tighrs and obligations of the p^es during the terin of such swap; and (c) the material incentives and conflicts, of interest that DB may have in connection widi such swap. 9.3 Client agrees that OB may deliver any general or specific disclosures with respect to a swap .through any ofthe following means, and Client fiirther agrees that each of such means is reliable: (a) via written notice or email to theaddress or email address set out in the Swap Addendum Annejt; (b) by web page at a URL provided to Clieni-in writing by DB; and (c) by any other means agreed by both parties in writing. 9.4 Client agrees that DB may provide oral disclosures of (a) the. material .oConoihic teritis of a swap, including price, notional amount and xenhination dale; and (b) subject to the provisions 0/ Section 9.5j any pre-trade mid-market marlcs, provided that such disclosures are confirmed by DB in a PART B - PAGE 9 written communication (which confirmation may be provided pojt-trade). by a means specified in Section 9.3. 9.5 Notwithstanding the requirements of Section 9.4(b), Client agrees that DB need not disclose the pre-trade mid-inarkctmark in respect of any Exempted Pre-Trade Mark Transactions. 10. OTHER REGULATORY NOTIFICATIONS. 1.d.1 DB hereby notifies Client that DB may disclose transaction and pricing data for a swap to its other customers, prior to the public dissemination of such data, provided that such disclosure is made no earlier titan the disclosure of such data to a registered swap data EFTA01412685 reposhory that accepts swap transaction and pricing data for public dissemination. Ip.'^ DB hereby notifies Client tltat: Client has the right to require segregation of the fuitds. or other property provided to DB to margin, guaranty or secure Client's obligations in respect of uncleared swaps (other than variation margin payments); and (b) any funds or other property referred to in (a) will be held at a custodian unaffiliated with DB or with Client in an account segregatedj and designated as such, for and on behalf of Client, pursuant to a written agreement between Client, DB and such custodian. 10.3 pB hereby notifies Client that DB (A) is not an Insured Depository Institution and (B) Is not a financial company (as defined in the Dodd-Frank Act) 1.0.4 DB.hereby notifies Client of the following: In the event DB is, or becomes at any time, a covered financial company (as defined in section 201(a)(8) of the Dodd-Frank Act, or an insured depository inslilution for which the Federal Deposit Insurance Corporation ("FDIC") has been appointed as a receiver, certain limitations- under Title 11 of the Dodd^Frank Act or the Federal Deposit Insurance Act may apply to the ri^r of tlte Client to terminate, liquidate, or net any swap by reason of the appointment of the FDIC as receiver, notwithstanding flie agreement of the parties in the swap trading relationship' documemaiion, and that the FDIC may have certain riglns to transfer swaps of the covered party under sectional 10(cX9)(A) of the Dodd-Frank Act, 12 U.S.'C. 5390(c)(9)(A), or 12 U.S.C. 1821(e)(9)(A). 1Q.5 Each party agrees to give notice to the other party if it becomes, or ceases to be, a financial company (as defined In the Dodd-Frank Act)or an Insured Depository Institution. II. CONFIDENTIALITY. 11,.1 Client hereby authorizes DB to disclose confidential infoimaiion (including^ without limitation, material confidential, information) that is provided to DB by Client or on Client's behalf and is identified to DB as such ("Confidential information") where doing so is necess^: (a) for the effective execution of any swap for or with Client; (b) to hedge or mitigate any exposure created by such swap; or (c) to comply with a request of the CFI'C, the US Department of Justice, any self-regulatoiy orgaiiization designated by the CFTC, an applicable prudential regulator, or EFTA01412686 as otherwise required by law. 11.2 Client funlier authorizes DB to disclose Confidential Information In the follovring circumstances: (a) PART B-PAGE 10 (a) In connection with the inv€»ligtiion or defense of. any actual or threatened proce^ing, inquiry or investigation by any such organization or author1^, or (b) in connection with any actual or threatened, proceeding or arbitration to which at least both Client and DB arc parties or are joined. 11.3 Client consents to the disclosure, of Confidential Infonnation and other information to third parties to the extent required by the CEA, the CFTG Regulations or other applicable law, regulation or legal process, including but not limited to disclosures of real-time and swap data reporting information to a swap data repository and large trader reporting information to the GFTC. Client acknowledges that such disclosures could result in infonnation becoming available to the public. 11.4 Client agrees tliat any information provided to DB from time to time that is generally available publicly at the lime such iqfo.rmation is provided, or that later becomes generally available publicly (other than as a result pf a breach of any express agreeinent ben^loen yon and us or applicable law by us), is not considered Confidential Infonnation even if marked confidential. I 1.S Client consents to and agree that, with respect to any infonnation provided by Client to DB from time to time (including, without limitation. Confidential Inforhiation), DB is authori^d to disclose, such information to its affiliates and its and their respective agents, advisors, and third - party service providers in connection with: (a) the provision by DB or its affiliates of any products or services to Client; (b) the performance of obligations or exercise of rights under such products or services by Client or by DB or its .affiliates; (c) complying with DB's or its affiliates' internal legal, compliance, accounting or risk management policies; or (d). hedging or mitigating any exposura create by a swap (including anticipatory hedging). 12. REGULATORY REPORTING. 1.2.1 Client agrees that DB shall be the Reporting Counterparty in respect EFTA01412687 of all swaps entered into pursuant to this Addendum. 12.2 Client agrees that, in respect of any International Swap entered into pumuani to tliis Addendum, if Client is for any reason determined to be the reporting counterparty for such Inierfiational Swap under applicable local law or regulation in a non-US jurisdiction,.Client will notify DB as soon as practicable of: the identity of each non-US trade repository not registered with the CFTC to which Client has reported such International Swap, and the. swap identifier used by such noti-US trade repository to identify tlie. International Swap. 12$ Client agrees that, upon the occuirence of any Life Cycle Event relating to a corporate event with respect to Client or any of Client's affiliates in respect of a swap entered into with DB covered by this Addendum, Client will, as soon as practicable, but in no event later than the close of business on the first "New York business day following the day on which such Life Cycle Event occurs, notify DB of the occurrence of such Life Cycle Event and provide in such notice sufficient detail regarding such Life Cycle Event to allow DB to comply with any regulatory reporting requirements imposed on ii. .(a) Cb). 639S998 PART B-PAGE 11 12.4 Client agrees that, if Client becomes aware of an error or omission in any of the swap transaction or reporting data in respect of a swap entered into with OB, Client shall promptly notify DB of the error and any applicable correction(s). 13. END-USER EXCEPTION POR ELIGIBLE NON-FINANCIAL ENTITIES. 13.1 On each date on which Client elects to use the End-User Exception with respect to a particular swap entered into pursuant to this Addendum, Client represents to DB that: (a) Client is cither not a Financial Entity or is excluded from the definition of Financial Entity: (b) such swap is being used for purposes of Hedging or Mitigating Commercial Risk; and (c) Either: (A) Client has submitted an End-User Filing to the CFTC no more than 365 days prior to entering into such swap, the information provided in such End-User Filing has been amended as necessary to reflect any material changes EFTA01412688 thereto, and such End-User Filing covers the particular swap for which such exemption is being claimed; or (B) Client has duly completed the End-User Exception Sclf-Ccrtificalion set out in Part 6 of this Protocol and submitted it to DB and the information contained in such End-User Exception Self-Certification is true, accurate and complete in all material respects. 13.2 Client agrees that in order to elect to use the End-User Exception in Section 13.1 in respect of a swap. Client must submit a written notice to DB prior to execution of such swap (which notice may be provided as a standing notice that slates it is applicable to all swaps thereafter until Client notifies DB to the contrary generally or with respect to a panicular swap). Client further agrees that the act of entering into a swap without having submitted such a written notice to DB shall constitute a waiver of Client's right to elect the End -User Exception in respect of such swap. 14. NOTICES. Client shall deliver all notices to DB required under this Addendum via overnight mail and an email copy to the following address: Deutsche Bank AG Address: Taunusanlage 12 60262 Frankfurt am Main, Germany Email; tlit .iu<nocnl f< dh.com DB shall deliver all notices to Client required under this Addendum lo the addresses provided immediately alter Client's signature to this Addendum. IS. ADDITIONAL INFORMATION; UPDATE.S. IS. I Client represents to DB (which representation is deemed repealed as of the time of each Swap Transaction Event) that all information furnished herein or pursuant hereto by Client or on Client's behalf to us is true, accurate and complete in every material respect and no information provided herein is Incorrect or misleading in any material respect. PART B-PAGE 12 15.2 Client agrees to promptly notify DB in writing of any material changes to the. information or representations made herein, which shall become effective one business day foHoWing.delivery of Such notice. Upon the effectiveness of any notice provided in accordance with this paragraph, the EFTA01412689 relevant information or representation will be deemed amended in accordance with such notice. In connection with any swap outstanding between Client and DB, Client agrees to promptly provide DB any information reasonably requested by DB necessaiy for compliance witli the Dodd-Krank Act or any other applicable law dr regulation. 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 declaiaticns. stared 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 ilie Swaps Protocol to be removed and reserved: 15.'3: 15.4 in Section 6.3 of the' Addendum, the phrase "{which term, for these purposes, shall be construed to refer to each "OTC derivative'* and "OTC derivative contract," each as defined in Article 2(7) of EMIR, between the parties that is subject to the Portfolio Reconciliation Risk .Vlitigation Techniques)'*; Section 8 of the Addendum; and in Part 8 of tiie Swaps Protocol: in the. definition of "Material Terms," the phrase "including, for the avoidance of doubt, all information as is required for reconciliation under EMIR"; and the final sentence in Section 5.2. RECORDING OP CONVER