EFTA01456395.pdf

Effective Date and (b) the final Calculation Period will end on and include the Termination Date. Periodic Index Fixing The last Business Day of each calendar quarter during the life of this transaction, provided that the last Dates: Periodic Index Fixing Date shall be the Termination Date, and provided that if there is a Market Disruption on any such day, then the Periodic Index Fixing Date shall be deemed to be the rust succeeding Business Day. For clarity, the Periodic Index Fixing Dates are: 31-Mar-2015 30-Jun-20IS 30-Sep-2015 31-Dec-2015 13-lan-2016 Rounding: All determinations of the Calculation Agent shall be rounded to the nearest to 4 decimal places, and all cash settlements shall be rounded to the nearest cent 3. Other Terms Calculation Agent Party A The Calculation Agent shall have no responsibility for good faith errors or omissions in respect of any calculations or determinations contemplated herein, and its calculations and determinations shall, in the absence of manifest error, be final, conclusive and binding on Party A and Party 13 provided that Party A has acted in good faith and in a commercially reasonable manner. Early Termination Option: Party B shall have the option to designate any Business Day as an early termination date (the Tarty B Optional Early Termination Date) in respect of this Transaction, provided that Party B must notify Party A of its intention to terminate prior to 10:00 am. New York time on any such dale. If such notification is received by Party A after 10:00 a.m. New York time, the Party B Optional Early Termination Date will be the next following Business Day. Party A shall have the option to designate an early termination date in reret of this Transaction by notifying Part• B on any Business Day of its intention to terminate. The early termination date (the 'Party A Optional Early Termination Date") in respect of any such early termination by Party A will be the fourteenth (14th) calendar day following Party A's notice of early termination (provided that if such day is not a Business Day. the Party A Optional Early Termination Date will be the next following Business Day). The Part• A Optional Early Termination Date and the Party B Optional Early Termination Date are each referred to herein from time to time as the "Optional Early Termination Dale". On the Optional Early Termination Date. the Calculation Agent shall determine the amount, if any. which is payable between the parties in relation to this Transaction. Such amount shall be calculated on the basis of Section 2 of this Agreement, where the Final Index Value is the Index Closing Value on the Optional Early Termination Date. In effecting such determination, the Calculation Agent shall take into account the impact of discounting with respect to the relevant Calculation Period. Correction to Published For purposes of calculating the Index Closing Value on any day, if a closing price published or announced on Prices: any given day and used or to be used by the Calculation Agent to determine the Index Closing Value is subsequently corrected, and the correction is published or announced by the person responsible tbr that publication or announcement within 30 calendar days of the original publication or announcement either party may notify the other party of(i) that correction and (ii) the amount (if any) that is payable as a result of that correction. If, not later than 10 calendar days after publication or announcement of the correction, a party gives notice that an amount is so payable, the party that originally either received or retained such amount will; not later than that Banking Days after the receipt of that notice, pay, subject to any applicable conditions precedent, to the other party that amount, together with interest on that amount (at a rate per annum that the Calculation Agent determines to be the spot offered rate for deposits in the payment currency in the London interbank market at approximately 11:00 a.m., London time on the relevant payment date) for the period from and including the day on which payment originally was (or was not) made to but excluding the day of payment or the refund of payment resulting from the correction. 4. Representations: Each party represents to the other perry• on the date on which it enters into this Transaction that (absent a written agreement between the parties in resin-I of this Transaction that expressly imposes affirmative obligations to the contrary): Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgement and upon advice from such tax. accounting, regulatory, legal and financial advisers as it has deemed necessary, and not upon any view expressed by the other. It is not relying on any communication (written or oral) of the other parry• as investment advice or as a recommendation to alter into this Transaction; it being understood that information and explanations related to the tarns and conditions of this Tranmction than Confidenlial DBCMWSV2 index swap TS.drx Deutsche Bank AG is regulated by the FSA for the conduct of designated investment business in the UK, a member of The London Stock Exchange and is a limited liability company incorporated in the Federal Republic of Germany HRB No. 30000 District Court of Frankfurt am Main: Branch Registration No. in England and Wales BR000005• Registered address: Winchester House. 1 Great Wnchester Street London EC2N 2DB. Time of transaction will be supplied on request. CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0115567 CONFIDENTIAL SDNY_GM_00261751 EFTA01456395