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4. PART C
If you are not a US person, please complete this Part C and return a signed, completed copy to your DR
representative.
Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Glossary
which constitutes Part 9 of the Swaps Protocol.
DB and Client hereby agree as follows:
1.
Client represents (which representations are deemed repeated as of the time of each Swap Transaction
Event) and warrants to DB that:
1.1
Affiliate Conduit. Client reasonably believes, based on upon the relevant guidance in the
Interpretive Guidance, including the Affiliate Conduit Factors, that it O IS / O IS NOT an
"affiliate conduit."
1.2
US Person Guarantees. Unless Client has notified DB to the contrary in a timely manner in
writing prior to a Swap Transaction Event, Client's obligations to DB in connection with the
relevant Swap Transaction Event O WILL / O WILL NOT be supported by any Guarantee (of
which Client is aware) that is provided by a person that Client reasonably believes falls within
one or more of the US Person Categories or would otherwise be deemed to be a "US person"
under the Interpretive Guidance.
1.3
Further Representations. If Client has represented in Section 1.2 that it has a Guarantee from a
US person. Client further represents (which representations are deemed repeated as of the time of
each Swap Transaction Event) and warrants to DB that, unless Client has notified DB to the
contrary in a timely manner in writing prior to a Swap Transaction Event:
(a)
Client reasonably believes that O NO PERSON / El ONE OR MORE PERSONS who
would be deemed to be a "US person" under the Interpretive Guidance that is providing a
Guarantee supporting Client's obligations to DB in connection with the relevant Swap
Transaction Event is a Financial Entity: and
(b)
Client either K IS affiliated with a Swap Dealer and does not engage in a level of Swap
dealing activity to require registration as a Swap Dealer with the CFTC or O IS NOT
affiliated with a Swap Dealer.
(c)
Client reasonably believes that each person that is providing a Guarantee supporting
Client's obligations to DB in connection with a Swap Transaction Event O WILL / O
WILL NOT be an Eligible Contract Participant.
2.
2.1
Financial and Non-Financial Counterpartv Representation. Client represents to DB (which
representation is deemed repeated as of the time of each Swap Transaction Event) that [please
check box (a) or (b) and if you have checked box (b). please check box (c) if applicable]:
(a)
Client O is a Financial Counterparty. It is either: (X) organized or incorporated inside
the European Union and is a financial counterpart), (as defined in EMIR), or (Y)
organized or incorporated outside the European Union and, to the best of its knowledge
PART C - PAGE 1
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0093379
CONFIDENTIAL
SDNY GM_00239563
EFTA01389095