EFTA01368384.pdf

(b) Client will cause its fiduciary to deliver to DB a statement in the form of Statement C in Pan 4 of the Swaps Protocol n a condition precedent to discussing additional swaps and/or swaps trading strategies with DB. 15 DB notifies Client (which notification will be repeated as of the time of each Swap Communication Event) that it is acting as courterparty, 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 inthe best interests of, Client. 3. CLEARING. 3.1 Client acknowledges and agrees that, with respect to a swap subject to a mandatory clearing requirement: (a) Clien 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 time prior to execution of such swap identi&ing the relevant derivatives clearing organization; and (b) 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 DR. 3.2 Client acknowledges and agrees that, .with respect to a swap that is gm subject to a mandatory clearing requitement: (a) Client has been notified by DB that Client may elect to require clearing of such swap and Client has the sole right to select the derivatives clearing organization to cleat such swap by providing written notice to DB a reasonable amount of time prior to execution ofsuch swap electing that such swap is to be cleared and specifying the derivatives clearing organization selected to clear such swap; and (b) iftlient 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 other financial terms of such swap are fo: 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 that the swap is to be cleared. 3.3 Client acknowledges and agrees that: (a) if DB does not have a clearing relationship al the derivatives clearing organization selected by Client pursuant to Section 3.1 be 3.2, DB may be unable to enter into such swap with Client and (b) DB may decline to eav,r into any swap on the terms proposed by Client. 3.4 DB hereby notifies Client, upon acceptance of a swap for clearing by a derivatives clearing organization, the original swap will be extinguished and will be replaced by two equal and opposite swaps with the derivatives clearing organization, and alt the tenns of the resulting swaps will conform to the product specifications or the cleared swap established pursuant to the titles of the derivatives clearing organization. 4. DAILY MARK. PART B — PAGE 5 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0060108 CONFIDENTIAL SDNY_GM_00206292 EFTA01368384