Dodd Frank Act - Swap Dealer Disclosures

As of February 1, 2026, Comerica has merged with and into Fifth Third Bank, National Association (the "Merger"). As a result of this Merger, (1) Fifth Third Bank, National Association ("Fifth Third", "we", "us" or "our"), will be your counterparty under the ISDA Documents, (2) all of your existing Swaps will continue with Fifth Third as your counterparty, and (3) any future settlements with respect to any existing Swap will occur between you and Fifth Third. One difference between Comerica and Fifth Third as your counterparty is that Fifth Third is a CFTC registered Swap Dealer. As a Swap Dealer, Fifth Third is subject to additional rules and regulations compared to non-Swap Dealers and is required to provide their counterparties with additional information, disclosures and account statements as summarized below. We believe that these additional requirements will benefit your swap trading experience, and we hope to make the transition from Comerica to Fifth Third as seamless as possible. All information listed below, unless otherwise noted, will be emailed to the primary email address that Comerica has on file. If there is a different email address you would like Fifth Third to receive this information please contact your swap coverage representative.

• Daily Marks. Fifth Third will provide you an email after each business day that includes the daily mark/value for each of your outstanding Swaps under the ISDA Documents. The daily marks provided by Fifth Third to you will be calculated as of the close of business on the prior Local Business Day. Additional information on the daily mark process can be found at the Post-trade Daily Mark tab at https://www.53.com/content/fifth-third/en/mkg/swap-dealer.html. 
• Portfolio Reconciliation. Fifth Third is required to engage in a portfolio reconciliation process with its customers.  This is a requirement in which Fifth Third provides a summary of the portfolio of trades we have with a customer so the customer can reconcile the Fifth Third portfolio with their own books and records.  The frequency of this reconciliation is based on the volume of trades you have with Fifth Third, but will typically be on an annual basis. Additional information on the portfolio reconciliation procedures that will apply to the Swaps are set forth in the Portfolio Reconciliation tab at https://www.53.com/content/fifth-third/en/mkg/swap-dealer.html.
• Calculation of Risk Valuations and Dispute Resolution.  Fifth Third is required to offer its customers the option to agree on a procedure for the calculation of Risk Valuations and dispute resolution. The procedure for calculations of Risk Valuations and dispute resolution is set forth in the Risk Valuation and Dispute Procedure tab at https://www.53.com/content/fifth-third/en/mkg/swap-dealer.html.  If you are not a Financial Entity and wish to agree to these procedures please contact your swap coverage representative.  If you are a Financial Entity we will deem these procedures agreed to, unless you notify us of an objection to these procedure or provide us a request to agree to alternative terms. 
• Risk Disclosures.  Fifth Third offers you additional risk disclosures related to your swap trading, and these risk disclosures are available under the Material Risk Disclosures tab at https://www.53.com/content/fifth-third/en/mkg/swap-dealer.html. We request that you review these risk disclosures prior to entering into any future swap transaction(s). 
• Notice Addresses and Address for Complaints.  If you need to provide a formal notice under the ISDA Master Agreement or need to file a formal complaint can use the below addresses:

(i) Addresses for Notices. 

Address: Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, Ohio 45202,

Attention: Legal Department – MD10AT76

Fax No.: 513.534.6757

Telephone: 513.534.4300

(ii) Address for Complaints to Fifth Third. Set forth below is the physical address and telephone number of the department of Fifth Third to which any complaints may be directed:

Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, Ohio 45202,

Attention: Legal Department – MD10907F

Telephone: 513.534.4300

Below you will find standard form disclosures published by the International Swap and Derivatives Association, Inc. (“ISDA”). ISDA’s disclosures will apply to all standard transactions entered into between you and Fifth Third Financial Risk Management (“FRM”). The General Disclosure Statement, in conjunction with the relevant Annex, details important information and disclosures regarding the risks, characteristics, incentives and conflicts of interest concerning a swap transaction. If a transaction requires more specific disclosures of material risk we will provide such disclosure either orally or in writing.

• General Disclosure Statement
• ISDA Commodity Derivatives Disclosure Annex
• ISDA FX Derivatives Disclosure Annex
• ISDA Interest Rate Derivatives Disclosure Annex

In the process of negotiating the terms of a swap with you, information about the material economic terms of the swap will generally be disclosed in the negotiation process. If you transact with us through the use of a trading platform, disclosure of the material economic terms will be communicated to you via the trading platform on which the swap is transacted. The terms provided below set forth material characteristics that would generally apply to any transaction of that type that we would execute with you. To the extent that the provisions of any specific swap trade would differ from the general terms detailed below or if any additional deal-specific terms exist, such terms will be disclosed to you prior to execution of the swap.

Interest Rate Swaps Terms

• Interest Rate Swap
• Floor/Cap/Collar

Commodity Swaps Terms

• Commodity Swap
• Commodity Option

Foreign Exchange Terms

• Foreign Exchange Non-Deliverable Forward
• Foreign Exchange Time Option
• Foreign Exchange Option

The rights and obligations of the parties during the term of the swap, as well as its operational terms, will be included in the documentation governing the swap transaction.

These documentations may include the following:

• ISDA Master Agreement & Credit Support Documentation
• ISDA Protocols
• Bilateral Dodd-Frank Agreement

As a registered swap dealer, Commodity Futures Trading Commission("CFTC") rules require that Fifth Third Bank, National Association ("FTB") make a disclosure to you that applies when you are posting initial margin for uncleared swaps:

Initial Margin Segregation Disclosure

To the extent that your company posts “Initial Margin” (defined by the CFTC as money, securities, or property posted by a party to a swap as performance bond to cover potential future exposures arising from changes in the market value of the position) with respect to any uncleared swap that is executed with us after receipt of this notice, your entity has the right to elect that its Initial Margin be segregated with an independent third party in accordance with CFTC Rules 23.702 and 23.703. We have identified The Bank of New York Mellon as an acceptable independent custodian for Initial Margin segregation. The terms of our swap transactions with you may provide for you to reimburse us for the costs of such custodial arrangements, or alternatively, we may reflect such costs in the economic terms of swap transactions we offer you.

For reference purposes, below is an indicative Initial Margin segregation fee schedule. Please note that this fee schedule is only applicable if Initial Margin segregation is elected. This schedule is for indicative purposes only and may be subject to change by the third-party custodian.

Fee Type	Amount	Frequency
Relationship Fee	$15,000	At custodial account opening and annually thereafter
Tri-Party Account Fee	$15,000	At account opening and annually thereafter
Dispute Notice Fee	$10,000	Starting the day the dispute is delivered up to and including the year it is settled
Securities Custody Fee	5 bps	Monthly

 

If you elect to require segregation, you will need to negotiate and execute a definitive agreement with the Bank of New York Mellon (or with another custodian acceptable to yourself and FTB) prior to entering into any further uncleared swaps with FTB. Further, you will be responsible for establishing the required communication and data information exchange capabilities with your selected custodian. Finally, if you elect to require segregation, your existing Credit Support Annex will need to be amended, where applicable.

Please note that this notification applies only to Initial Margin and not to Variation Margin, which is defined by the CFTC as a payment made by or collateral posted by a party to a swap to cover the current exposure arising from changes in the market value of the position since the trade was executed or the previous time the position was marked to market.

If you elect to require Initial Margin segregation in connection with any uncleared swap transaction, please contact your FTB swap contact. In the absence of such a communication, FTB will consider you not to require segregation of Initial Margin for purposes of the CFTC Regulations with respect to any future uncleared swaps you execute with us.

This notification is deemed to be repeated prior to the execution of each swap transaction with FTB.

Many of the disclosures provided on this website were developed by ISDA. These documents cover a broad range of terms, conditions, product types and features that may not be relevant to the transactions you enter into with FRM. ISDA owns the copyright in these documents and in no event may any copyright or trademark notice from ISDA be removed from such document. In addition, any ISDA document's use should be undertaken only after securing appropriate legal advice on its provisions and ISDA makes no warranty or assurance, express or implied, concerning this instrument's suitability for use in any particular transaction and bears no responsibility or liability whatsoever, whether in tort or in contract, in respect of any use of this instrument.

FRM is required to provide a post-trade daily mark to certain counterparties for any swaps pursuant to CFTC Regulation 23.431(d). To satisfy this disclosure requirement FRM will provide daily mark to you via e-mail.

FRM calculates the daily mark(s) as of the close of business on the prior day on which commercial banks were open for general business in New York, New York (including dealings in foreign exchange and foreign currency deposits).

The swap values set forth in the daily mark statement to you are stated from your perspective, therefore providing the indicative value of a particular swap to you.

The daily mark of a swap will not be adjusted for credit reserve, hedging, funding, liquidity, or any other costs or adjustments. The daily mark is not an offer to enter into or terminate the relevant swap at that value or price.

FRM determines the daily mark by discounting future cash flows of the swap to arrive at a current value. FRM valuation models may use spot, forward and/or volatility values and may take into account past, present and future market conditions. The daily mark will be based on the material terms of the swap, and may also be based on the material terms of any other agreement between us concerning such swap including, but not limited to, an ISDA agreement.

A swap’s value may not be readily observable in the market and is therefore often subjective. Accordingly, FRM’s daily mark may vary significantly from the mid-market mark provided by other market participants for a swap. To the extent that such marks may be based on inputs or information obtained from external sources, FRM believes any such sources to be reliable but makes no representations or warranties with respect to the accuracy, reliability, or completeness of such data or information, or the resulting daily mark. Swap prices will also differ among swap participants based on the various factors used by market participants in quoting and executing swaps, such as costs to cover the transaction risk, profits, credit spreads, underlying volatility, and credit support terms. Further, FRM’ daily mark may not necessarily be a price at which either you or FRM would agree to replace or terminate the particular swap, and unless otherwise expressly agreed by you and FRM, calls for margin may be based on considerations other than the daily mark provided to you, and FRM daily mark may not necessarily be the value of the swap that is marked on the books of FRM.

FRM makes no representations or warranties to you that the prices at which FRM offers or values swaps are the best prices available in the marketplace. You may wish to seek representative quotations from other participants in the relevant market to compare prices or to determine the intrinsic or current market value of a particular swap.

Furthermore, FRM makes no representations or warranties that any such post-trade daily marks are suitable for complying with any financial or tax reporting obligation, determining net asset value, computing any tax liability or any other purpose, matters which you should discuss with your own financial, legal, tax, accounting and other professional advisors and, except as otherwise agreed, FRM disclaims any liability for any such use or reliance thereon, whether losses or damages are direct, indirect, incidental or consequential, even if FRM is advised of their possibility.

1. Required Reconciliation Dates.

From time to time, Fifth Third may give a notice to you (a “Required Reconciliation Date Notice”) in which Fifth Third represents that it is (in Fifth Third’s good faith belief) necessary for the parties to perform a Data Reconciliation in order for Fifth Third to comply with the CFTC Regulations regarding the frequency with which portfolio reconciliations are to be performed. A Required Reconciliation Date Notice will specify (i) the frequency with which such portfolio reconciliations are believed by Fifth Third to be required, which may be “Daily,” “Weekly,” “Quarterly,” “Annually” or another frequency required by the CFTC Regulations and (ii) one or more Data Delivery Dates.

2. Delivery of Portfolio Data.

On each Data Delivery Date, Fifth Third will deliver Portfolio Data to you and you will review such data in accordance with the following:

(a) The Required Reconciliation Date Notice will specify one or more Data Delivery Dates, provided that the first such date will be a day no earlier than the second Local Business Day following the date on which such notice is given to you, and provided further, that if, prior to the first such date, you request one or more different Data Delivery Dates, the relevant Data Delivery Dates will be as agreed by the parties.

(b) On each Data Delivery Date, Fifth Third (or its agent) will provide Portfolio Data to you (or your agent) for verification by you.  For purposes of this Section 2, Portfolio Data will be considered to have been provided to you (and you will be considered to have received such Portfolio Data) if it has been provided (i) in accordance with the Notice Procedures, or (ii) to a third-party service provider agreed to between Fifth Third and you for this purpose.

(c) On or as soon as reasonably practicable after each Data Delivery Date, and in any event not later than the close of business on the second Local Business Day following the Data Delivery Date, you will review the Portfolio Data delivered by Fifth Third with respect to each relevant Swap against your own books and records and Valuation for such Swap and notify Fifth Third whether you affirm the relevant Portfolio Data or has identified any Discrepancy. You shall notify Fifth Third of all Discrepancies identified with respect to the Portfolio Data provided.

(d) If you have notified Fifth Third of any Discrepancies in Portfolio Data in respect of any Material Terms or Valuations, then each party agrees to consult with the other in an attempt to resolve all such Discrepancies in a timely fashion.

3. Valuation Differences Below the Discrepancy Threshold Amount.

The parties hereby agree that a difference in Valuations in respect of a Swap that is less than the Discrepancy Threshold Amount shall not be deemed a “discrepancy” for purposes of CFTC Regulation 23.502 and neither party shall be required hereunder to notify the other party of such a difference or consult with the other party in an attempt to resolve such a difference.

4. Other Portfolio Reconciliation Procedures

(a) In the event that the parties have agreed to multiple Data Delivery Dates with a frequency specified in a Required Reconciliation Date Notice, Fifth Third shall notify you if, at any time during the period that such Data Delivery Dates are in effect, it is no longer required by the CFTC Regulations to conduct portfolio reconciliations with the specified frequency. Such notice shall specify (i) the new frequency with which portfolio reconciliations are believed by Fifth Third to be required, which may be “Daily,” “Weekly,” “Quarterly,” “Annually” or another frequency required by the CFTC Regulations and (ii) one or more new Data Delivery Dates. Upon delivery of such a notice, the parties’ obligations to deliver Portfolio Data on the previously agreed Data Delivery Dates shall terminate, and such notice shall be a new Required Reconciliation Date Notice for purposes of Section 2 above.

(b) Notwithstanding anything to the contrary herein, the parties may in good faith agree to any other procedure for (i) the exchange, delivery and/or reconciliation of Portfolio Data, and/or (ii) the resolution of any discrepancy between them, in either case, whether in addition to or in substitution of the procedures set out herein. Nothing herein shall prejudice any right of dispute or right to require reconciliation that either party may have under applicable law, any term of the ISDA Documents or any other agreement.

The terms of any swap transaction that you enter with FRM will be set forth in a confirmation evidencing the transaction, including any terms incorporated by reference therein. Any confirmation we directly provide to you in respect of a swap transaction will supersede the information on this website and, to the extent inconsistent, such confirmation will control.

1.  Calculation of Risk Valuations for Purposes of Section 4s(j) of the CEA. Each party agrees that:

(a) On each Risk Valuation Date, Fifth Third (or its agent) in respect of each Swap for which a Transaction Event has occurred will calculate the Risk Valuation of such Swap, provided that if you have provided Fifth Third with a CSA Valuation for such Swap and such Risk Valuation Date pursuant to a CSA Valuation Process that Fifth Third has determined in good faith will allow it to satisfy the requirements of CFTC Regulation 23.504(b) as they relate to Section 4s(j) of the CEA, Fifth Third may elect to treat such CSA Valuation as the Risk Valuation for such Swap.

(b) Upon written request by you delivered to Fifth Third in accordance with the Notice Procedures on or prior to the Local Business Day following a Risk Valuation Date, Fifth Third (or its agent) will notify you of the Risk Valuations determined by it for such Risk Valuation Date pursuant to Section II.1(a) of this Exhibit A. Unless otherwise agreed by the parties, Fifth Third shall not be obligated to disclose to you any confidential, proprietary information about any model Fifth Third may use to value a Swap.

(c) Notification of a Risk Valuation may be provided through any of the following means, each of which is agreed by the parties to be reliable: (i) written notice delivered by Fifth Third to you in accordance with the Notice Procedures, (ii) any means agreed by the parties for the delivery of CSA Valuations or (iii) posting on a secure web page at, or accessible through, a URL designated in a written notice given to you pursuant to the Notice Procedures.

(d) Each Risk Valuation will be determined by Fifth Third (or its agent) acting in good faith and using commercially reasonable procedures in order to produce a commercially reasonable result.

2.   Dispute Resolution for Risk Valuations for Purposes of Section 4s(j) of the CEA.  Each party agrees that:

(a) If you wish to dispute Fifth Third’s calculation of a Risk Valuation, you shall notify Fifth Third in writing in accordance with the Notice Procedures on or prior to the close of business on the Local Business Day following the date on which you were notified of such Risk Valuation. Such notice shall include your calculation of the Risk Valuations for all Swaps as of the relevant date for which Fifth Third has provided Risk Valuations to you, which must be calculated by you acting in good faith and using commercially reasonable procedures in order to produce a commercially reasonable result.

(b) If you dispute Fifth Third’s calculation of a Risk Valuation and the parties have agreed in writing (whether as part of the ISDA Documents or otherwise) to a valuation dispute resolution process by which CSA Valuations are to be determined, then such process will be applied to resolve the dispute of such Risk Valuation (as if such dispute of a Risk Valuation were a dispute of a CSA Valuation, each Swap that is the subject of the dispute were the only Swap for which a CSA Valuation was being disputed, and you were the disputing party).

(c) If you dispute Fifth Third’s calculation of a Risk Valuation and the parties have not agreed in writing (whether as part of the ISDA Documents or otherwise) to a valuation dispute resolution process by which CSA Valuations are to be determined, then the following process will apply in respect of the dispute of such Risk Valuation:

(i) the parties will consult with each other in an attempt to resolve the dispute; and

(ii) if they fail to resolve the dispute in a timely fashion, then Fifth Third will recalculate the Risk Valuation as of the Recalculation Date by seeking four actual quotations at mid-market from Reference Market-makers and taking the arithmetic average of those obtained; provided that if four quotations are not available, then fewer than four quotations may be used; and, if no quotations are available, then Fifth Third’s original Risk Valuation calculation will be used.

(d) Following a recalculation pursuant to Section II.2(c) above, Fifth Third will notify you not later than the close of business on the Local Business Day following the date of such recalculation, and such recalculation shall be the Risk Valuation for the applicable Risk Valuation Date.

3.   Relationship to Other Valuations.

(a) The parties agree and acknowledge that the process provided herein for the production and dispute of Risk Valuations is exclusively for determining the value of each relevant Swap for the purpose of compliance by Fifth Third with risk management requirements under Section 4s(j) of the CEA. Failure by you to dispute a Risk Valuation calculated by Fifth Third does not constitute acceptance by you of the accuracy of the Risk Valuation for any other purpose.

(b) Resolution of any disputed Risk Valuation using a procedure specified in Section II.2 of this Exhibit A is not binding on either party for any purpose other than Fifth Third’s compliance with risk management requirements under Section 4s(j) of the CEA. Each party agrees that nothing herein providing for the calculation of Risk Valuations or for any right to dispute valuations in connection with such Risk Valuations shall affect any agreement of the parties regarding the calculation of CSA Valuations or disputes regarding CSA Valuations or constitute a waiver of any right to dispute a CSA Valuation. Any resolutions of disputes regarding CSA Valuations may be different from the resolutions of disputes regarding Risk Valuations.  The parties acknowledge that the adoption of margin regulations under Section 4s(e) of the CEA may require additional agreements between the parties regarding the calculation of Swap valuations for purposes of such regulations and Fifth Third’s compliance with risk management requirements under Section 4s(j) of the CEA, and the parties’ agreement herein in no way constitutes agreement to adopt the procedures provided herein with respect to the calculation of, or resolution of disputes regarding, margin valuations.

(c) Notwithstanding anything to the contrary herein, the parties may in good faith agree to any other procedure for (i) the calculation of Risk Valuations and/or (ii) the resolution of any dispute between them, in either case, whether in addition to or in substitution of the procedures set out herein.

(a) (i) You acknowledge that you are not an Insured Depository Institution or a Financial Company and agree to provide notice to Fifth Third, in accordance with the Notice Procedures, if you become an Insured Depository Institution or a Financial Company, and (ii) Fifth Third hereby notifies you that Fifth Third is an Insured Depository Institution and a Financial Company and Fifth Third agrees to provide notice to you, in accordance with the Notice Procedures, it if ceases to be an Insured Depository Institution or a Financial Company.

(b) Each party is hereby notified that in the event that a party is (i) a Covered Financial Company or (ii) an Insured Depository Institution for which the FDIC has been appointed as a receiver (the “covered party”):

(i) certain limitations under Title II of Dodd Frank or the FDIA may apply to the rights of the non-covered party to terminate, liquidate, or net any swap by reason of the appointment of the FDIC as receiver, notwithstanding the agreement of the parties; and

(ii)  the FDIC may have certain rights to transfer swaps of the covered party under Section 210(c)(9)(A) of Dodd Frank, 12 U.S.C. § 5390(c)(9)(A), or 12 U.S.C. § 1821(e)(9)(A).

The following terms shall have the following meanings:

"Annually" means once each calendar year.

"CFTC" means the Commodity Futures Trading Commission.

"Close-Out Provision" means (i) in respect of a Swap for which the parties have agreed in writing (whether as part of the ISDA Documents or otherwise) to a process for determining the payments to be made upon early termination of such Swap, the provisions specifying such process, and (ii) in respect of a Swap for which the parties have not agreed in writing (whether as part of the ISDA Documents or otherwise) to a process for determining the payments to be made upon early termination of such Swap, Section 6(e)(ii)(1) of the 2002 ISDA Master Agreement as if such Swap were governed thereby.

"Covered Financial Company" means a "covered financial company," as defined in Section 201(a)(8) of Dodd Frank, 12 U.S.C. § 5381(a)(8).

"CSA Valuation" means, in respect of a Swap and a Risk Valuation Date and subject to the terms of Section II.2 of Exhibit A to this Letter in the case of a dispute, the value of such Swap determined in accordance with the CSA Valuation Process, if any, expressed as a positive number if such Swap has positive value for Fifth Third, and as a negative number if such Swap has negative value for Fifth Third.

"CSA Valuation Process" means the process, if any, agreed by the parties in writing (whether as part of the ISDA Documents or otherwise) for determining the value of one or more transactions that may include a Swap or portfolio of Swaps for the purpose of posting or transferring collateral or other credit support. For the avoidance of doubt, such writing may be in the form of an ISDA Credit Support Annex or any other written agreement.

"Daily" means once each Local Business Day.

"Data Delivery Date" means a date determined pursuant to Section I.2 of Exhibit A, as applicable, that is a Local Business Day.

"Data Reconciliation" means a comparison of Portfolio Data received or obtained by a party against such party’s own books and records of Swaps between the parties and, in respect of any Discrepancy, a process for identifying and resolving such Discrepancy.  A Data Reconciliation may include (but shall not be required to include or be limited to) a systematic, line-by-line, field-by-field matching process performed using technological means such as a third-party portfolio reconciliation service or a technology engine.

"Discrepancy" means, (i) in respect of the Portfolio Data received with respect to a Swap, a difference between a Material Term in such Portfolio Data and a party’s own records of the corresponding Material Term and (ii) in respect of the Portfolio Data received with respect to a Swap, a difference between a Valuation reported in such Portfolio Data and such party’s own Valuation of such Swap (calculated as of the same Local Business Day in good faith and using commercially reasonable procedures in order to produce a commercially reasonable result) that is greater than the Discrepancy Threshold Amount.

"Discrepancy Threshold Amount" means, in respect of a Swap, an amount equal to ten percent (10%) of the higher of the two absolute values of the respective Valuations assigned to such Swap by the parties.

"Dodd Frank" means the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended.

"Financial Company" means a "financial company," as defined in Section 201(a)(11) of Dodd Frank, 12 U.S.C. § 5381(a)(11).

"Insured Depository Institution" means an "insured depository institution," as defined in 12 U.S.C. § 1813.

"Local Business Day" shall have the meaning specified in the ISDA Documents; provided, however, in the event the ISDA Documents do not specify the meaning of "Local Business Day," the term shall mean a day on which commercial banks are open for business (including for dealings in foreign exchange and foreign currency deposits) in New York, New York.

“Material Terms” has the meaning ascribed by the CFTC to such term for purposes of CFTC Regulation 23.502.

"Notice Procedures" means the procedure specified in the ISDA Documents regarding delivery of notices or information to a party and shall also include notice sent by electronic mail to the email addresses specified herein or in the ISDA Documents.

"Portfolio Data" means, in respect of a party providing or required to provide such data, information (which, for the avoidance of doubt, is not required to include calculations or methodologies) relating to the terms of all outstanding Swaps between the parties in a form and standard that is capable of being reconciled, with a scope and level of detail that is reasonably acceptable to each party and that describes and includes, without limitation, current Valuations attributed by that party to each such Swap. The information comprising the Portfolio Data to be provided by a party on a Data Delivery Date shall be prepared (i) as at the time or times that such party computes its end of day valuations for Swaps (as specified by that party for this purpose in writing) on the immediately preceding Local Business Day, as applicable, and (ii) in the case of Valuations, in good faith and using commercially reasonable procedures in order to produce a commercially reasonable result.

"Quarterly" means once each calendar quarter.

"Recalculation Date" means the Risk Valuation Date on which a Risk Valuation that gives rise to the relevant dispute is calculated; provided, however, that if one or more subsequent Risk Valuation Dates occurs prior to the resolution of such dispute, then the "Recalculation Date" in respect of such dispute means the last such Risk Valuation Date.

"Reference Market-markers" means four leading dealers in the relevant market selected by Fifth Third in good faith (i) from among dealers of the highest credit standing which satisfy all the criteria that Fifth Third applies generally at the time in deciding whether to offer or to make an extension of credit and (ii) to the extent practicable, from among such dealers having an office in the same city.

"Risk Exposure" means, in respect of a Swap and a Risk Valuation Date and subject to the terms of Section II.2 of Exhibit A to this Letter in the case of a dispute, the amount, if any, that would be payable to Fifth Third by you (expressed as a positive number) or by Fifth Third to you (expressed as a negative number) pursuant to the Close-Out Provision as of the Risk Valuation Time as if such Swap (and not any other Swap) was being terminated as of such Risk Valuation Date; provided that (i) if the ISDA Documents provide for different calculations depending on whether one of the parties is an affected or defaulting party, such calculation will be determined using estimates at mid-market of the amounts that would be paid for a replacement transaction; and (ii) such calculation will not include the amount of any legal fees and out-of-pocket expenses.

"Risk Valuation" means, in respect of a Swap and a Risk Valuation Date for which (i) there is a CSA Valuation determined by Fifth Third or its agent, such CSA Valuation, and (ii) there is no CSA Valuation determined by Fifth Third or its agent, the Risk Exposure determined by Fifth Third or its agent for such Swap and Risk Valuation Date, unless, pursuant to Section II.1(a) of Exhibit A to this Letter, Fifth Third has elected to use the CSA Valuation provided by you for such Swap and Risk Valuation Date, in which case, such CSA Valuation provided by you.

"Risk Valuation Date" means, with respect to a Swap, each Local Business Day. 

"Risk Valuation Time" means, with respect to a Swap and any day, the close of business on the prior Local Business Day in the locality specified by Fifth Third in its notice of the Risk Valuation to you.

"Swap Transaction Event" means, with respect to you and Fifth Third, the execution of a new Swap between such parties under the ISDA Documents or any material amendment, mutual unwind or novation of an existing Swap between you and Fifth Third.

"Transaction Event" means a Swap Transaction Event and any other any event that results in a new Swap between the parties or in a change to the terms of a Swap between the parties, including execution, termination, assignment, novation, exchange, transfer, amendment, conveyance, or extinguishing of rights or obligations of a Swap.

"Valuation" has the meaning ascribed to such term in CFTC Regulation 23.500.

"Weekly" means once each calendar week.