EFTA01376701

.2. NO RECOMMENDATIONS. 2.I Client represent. (which representations are deemed -repeated as. of the time. of each Swap Communication Event) and warrants to DB that, in connection with any swap or swap trading, strategy proposed by :DB to Client: (a) Client is 'exercising independent judgment in evaluating, such swap or swap trading strategy; (b) Client acknowledges and agrees that DB is tiCtirig as dounterparty only and is not acting as alinancial or other adviSorfor Client and is not undertaking to assets the suitability of midi swap or swap trading strategyfor Client; • (c) diem has complied in good .faith with its written policies and pnicedures that are reasonably designed to ensure. that each of peison responsible for evaluating recommendations, if any, from pa and making trading decisions on behalf of Client is capable of doing so; and (d) if Client is a Spedial Entity, Client fbrther acknowledges and agrees that: (I) Client will not rely On any communications.fnim DB when deciding to enter into such swap or 'swap trading strategy; (ii) DB does not express any opinion whedmi-Client should enter into such swap or swap trading strategy; and (iii) DB is. not undedakingto act in the best interests of Client. 2.2 If Client has notified DB iti the Swap Addendum Annex that Client has a Swap Agent and Client does not wish to. make the representations and warranties in Section 2.1(a) above, Client may instead cause its Swap Agent to deliver to OB,a statement in the form of Statement A in Part 4 of the Swaps Protocol as a condition.precedent to discussing additional swaps and/or swaps trading ttrategitis With DB. 2.3 '1f Client is a Special Entity (other than an ERISA Special Entity): (a) Client represents (Which representations are .deemed repeated as of the time of each Swap Communication Event) and warrants thac 0) it•hasa Qualified Independent Represented* and (ii) in connection with any swap or swap trading strategy, it will rely on advice' from that Qualified Independent Representative in evaluating teeomnieridations provided by DB; and (b) Client will cause its Qualified Independent Representative to deliver to DB it statement in the form of Statement 13 in Part 4 of the Scvaps Protocol as a. condition precedent to discussing additional swaps and/or swap trading strategies with oa. 14 If Client is an ERISA Special Entity: (a) Client represents (which representation is deemed, repeated as of the time of each Swap Communication Event): and •warntnts that it has a fiduciary as defined in ,Section 3 of ERNA; and PART B - PAGE 4 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0073054 CONFIDENTIAL SDNY_GM_00219238 EFTA01376701