EFTA01353705.pdf

referring to Party A and Party B. (m) Master Representations. The representations set forth in Section 3(a)(ii)-(iv) are hereby amended by adding to the end of each such sub-section the following: ", provided that, solely to the extent made by Party A, this representation does not apply with respect to section 406 of ERISA, section 4975 of the Code, Governmental Plan Law, or Sections 731 or 764 of the Reform Act (or the statutory amendments enacted thereunder)." (n) (A) Eligible Contract Participant Representation. (i) Party A represents to Party B on and as of the date hereof and on each date on which a Transaction is entered into between them that (a) it is a "swap dealer" as defined in Section I a(49) of the Commodity Exchange Act, as amended ("CEA") and Commodity Futures Trading Commission ("CFTC") Regulation 1.3(ggg) and (b) it is an "eligible contract participant" within the meaning of Section la( I 8XAXvXI) of the CEA and CFTC Regulation 1.3(m). (ii) Party B represents to Party A on and as of the date hereof and on each date on which a Transaction is entered into between them it is an "eligible contract participant" within the meaning of Section 1a(18)(A)5(i)of the CEA and CFTC Regulation I .3(m). (iii) Each party agrees to promptly notify the other party in writing of any material changes to its representation(s) in this provision. (B) US Person Classification. Party B is a U.S. person as such term is defined by the CFTC in any law, order, interpretation rulemaking or release that may be promulgated by the CFTC. (C) In order to comply with certain obligations pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank") and the rules, regulations, orders and interpretations that are published or issued by the CFTC to implement Dodd-Frank, Party A and Party B agree that, prior to entering into a Transaction governed by this Agreement, they (I ) have or will (a) adhere to the ISDA August 2012 DF Protocol Agreement, published by International Swaps and Derivatives Association, Inc. ("ISDA") on August 13, 2012 and (b) submit the related Questionnaire (the "August 2012 DF Protocol Questionnaire") to Party A by email to [email protected] together with the related Answer Sheet in excel format and in such Questionnaire have or will agree that OF Schedule 3/4/5/6, if applicable, is incorporated in the Agreement and (2) have or will (a) adhere to the ISDA March 2013 OF Protocol Agreement, published by ISDA on March 22, 2013 and (b) submit the related Questionnaire (the "March 2013 DF Protocol Questionnaire"; and together with the August 2012 DF Protocol Questionnaire, the "Questionnaires") to Party A by email to [email protected] together with the related Answer Sheet in excel format and has elected that OF Schedules 3 and 4, if applicable, are incorporated in the Agreement. In addition, if one or more Designated Evaluation Agents, Designated QIRs or Designated Fiduciaries is identified in the August 2012 DF Protocol Questionnaire, each such Designated Evaluation Agent, Designated QIR or Designated Fiduciary, as the case may be, must countersign the August 2012 DF Protocol Questionnaire where required and submit it to Party A using ISDA Amend or send the August 2012 DF Protocol Questionnaire via email to [email protected]. The parties agree that if the Questionnaires are exchanged prior to the date of this Agreement, this Agreement shall be a Protocol Covered Agreement notwithstanding the terms of the respective Protocol. (signature page follows) 42 Confidathal CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0038182 CONFIDENTIAL SDNY_GM_00184366 EFTA01353705