EFTA01450020

DRAFT Party A appoints as its Process Agent: Party B appoints as Process Agent: Deutsche Bank AG - New York branch New York, NY 10005 Darren K. Indyke Darren K. Indvke. PLLC (c) Offices. The provisions of Section I0(a) II apply to this Agreement. (d) Multibranch Party. For the purpose of Section 10(b) of this Agreement: (e) a) (g) (h) Party A is a Multibranch Party and may act through the following Offices: Its New York, London. Tokyo, Paris, Singapore. Brussels. Sydney, Amsterdam, Vienna, Canada (Toronto), New Zealand (Auckland), and Zurich Branches, and its Frankfurt Head Office. Party B is not a Multibranch Party. Calculation Agent. The Calculation Agent shall be Party A. Credit Support Document. Details of any Credit Support Document: The ISDA Credit Support Annex and supplementary "Paragraph 13 - Elections & Variables" in the form appended hereto shall constitute a "Credit Support Document" in relation to each party, respectively, with respect to all of the obligations of the parties and for all purposes of this Agreement. Credit Support Provider. Not applicable. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (without reference to its choice of law doctrine). (i) Multiple Transaction Payment Netting. Multiple Transaction Payment Netting will apply separately as agreed in writing from time to time. (j) Absence of Litigation. For the purpose of Section 3(c): "Specified Entity" means in relation to Party A, None. "Specified Entity" means in relation to Party B, Nonc. (k) No Agency. The provisions of Section 3(g) will apply to this Agreement. (I) Additional Representation will apply. For the purpose of Section 3 of this Agreement each of the following will constitute an Additional Representation: (i) Representations of All Parties. Each party will be deemed to represent and warrant to the other party on and as of the date that it enters into a Transaction (which representations and warranties shall be deemed repeated on and as of each date that any 36 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0105533 CONFIDENTIAL SDNY GM_00251717 EFTA01450020