EFTA01376700

(d) If the reptesentalion given in Section 1,6(a), (b) or (c) prove to have: been incorrect or misleadingin any material respect when made or deemed repeated, the parties will use all reasonable efforts, negotiating in good faith and a commercially reasonable manner either: '(f) to agree and implement any amendments or modifications to the terms of swaps whit], are required to be Cleared and take any steps required to ensure that such swaps are Cleared before the applicable regulatory deadline, and to ensure the pay menrof any Balancing Paytnent Amount; or (ii) to agree and 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 relevant 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 which both parties, are aware that representation given in Section 1,6(a) was incorrect or misleading, or such later date as the parties agree, and to ensure, the payrrtentof any Balancing Payment Amount by the same day. (C) If the steps set out in Section I,6(d) have not been completed in time: it Will constitute an Additional TerMination Event under the Agreement, Deemed ISDA Master Agreement, or Subsequent Agreement, as applicable, in respect of which the swags) for which remedial steps have not been -completed will be the sole Affected Transaction(s) and Client will be-the sole Affected. Party, provided that both parties will be Affected Parties for the purposes of Section 601)(iv) of the Agreement, Deemed ISDA Master A:greemtat, or Subsequent Agreement,: as applicable; (ii) for the purposes of any determination pursuant to Section 6(e) the Agreement, Deemed ISDA Master--Agreement, or SubSequem Agreement; as applicable, following the designation of an Early Termination Date as a result of Section 1.6(4): (A) it will be deemed that Client is a non-financial connterparty to which mandattiry 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 reasonable result and. "Lose will apply in relation to the relevant Affected Transaction(s); and (iii) without prejudice to the rights, powers,. remedies.and privileges provided by law, neither the making by Client of an incorrect or misleading status representation under Section 1.6(a); (b) or (c) nor the failure of a party to take any actions required alder Section 1.6(d) will constitute an Event of Default under the Agrceinent, Deemed. ISDA Master Agreement, or Subsequent. Agreement, as applicable. 1,7 Immediate Notice. Client will notify DB immediately if any Of its responses-to Sections I.1 (a 1.6 above chahge for any reason. (B) 6393991 PARTS —PAGES CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0073053 SDNY_GM_00219237 CONFIDENTIAL EFTA01376700