EFTA Document EFTA01376702

()) Client will cause its fiduciary to deliver to DB a statement in the form of Statement C in Pan 4 of the Swaps Protocol as a condition precedent to discussing additional swaps and/or swaps trading strategies with DB. 25 DB notifies Client (which notification will be repeated as of the lime of each Swap Communication Event) that it is acting as cournerparty, it is not acting as a financial or °thee advisor for Client, and it is not undertaking to assess the suitability of such swap or swaptrading strategy for, or act in the best interests of, Client. 3. CLEARING. 3.1 Client acknowledges and agreesthat, with respect to a swap subject to a mandatory clearing requirement: (a) Client has been notified by DB that Client has the sole right to select the derivatives cleating organization which will clear such swap by providing written notice to DB a reasonable amount of time prior to execution of such swap identifying the relevant derivatives clearing organization; and (b) if Client enters into a swap without having selected a derivatives clearing oiganization to clear such swap, Client agrees to use the derivatives cleating organization designated by 3.2 Client acknowledges and agrees that, with respect to a swap that is mg subject to a mandatory clearing requirement: (a) Client has been notified by DB that Client may elect to require cleating of such swap and Client has the sole right to select the. derivatives cleating organization to clear such swap by providingWritten notice i6 DB a reasonable amount of time prior to execution of such swap electing that. such swap li to be cleared and speciying the derivatives clearing organization selected to clear such swap; and (b) if Client enters into a swap that Is nor subject to mandatory clearing without having made the elections described In Section 3.2(a), Client agrees that any price, rate, or other financial teens 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 terns and possible additional payments io take into account the fact that the swap is to be cleared. 3.3 Clientacknowledges and agrees that: (a) if DB does not have a clearing relationship at the derivatives clearing organization selected by Client pursuant to Section 3.1 or 3.2, DB may be unable' to. enter into such swap with Client; and (b) DB may decline to enter 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 oppesite.sw-aps with the derivatives clearing organization, and all the terms of the resulting swaps will conform to the product specificationsof the cleared swap established pursuant to the rules of the derivatives clearing organization. 4. DAILY MARK. 6393551 PART B - PAGE 5 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0073055 SDNY_GM_00219239 CONFIDENTIAL EFTA01376702