EFTA01388296.pdf

(i) if a method for determining the Currency Exchange Rate is specified in the related Confirmation, the rate determined pursuant to that method: and (ii) if a method for determining the Currency Exchange Rate is not specified in the related Confirmation and the ISDA MTM Matrix applies to the relevant Mark-to-market Currency Swap, the rate (expressed in the manner specified under the heading "Rate" in the ISDA MTM Matrix for the relevant "Currency Pair") which appears on the "Source Page" specified in the ISDA MTM Matrix for the "Currency Pair" comprising the Constant Currency and the Variable Currency as at the specified "Fixing Time" on the "Fixing Date" for the relevant Calculation Period. If such rate does not appear on the relevant "Source Page" and the parties are unable to agree an alternative rate by the "Cut Off Time" specified in the ISDA MTM Matrix, the Currency Exchange Rate will be a rate equivalent to the relevant rate described in the ISDA MTM Matrix under the heading "Rate" as determined by the Calculation Agent at the applicable "Cut Off Time" on the applicable "Fixing Date", or as close to such time as is reasonably practicable. Section 10.3. Application of ISDA MTM Matrix. Unless otherwise specified in the related Confirmation for a Mark-to-market Currency Swap, the ISDA MTM Matrix, as amended and supplemented through the Trade Date of the relevant Mark-to-market Currency Swap, will apply in respect of a Mark-to-market Currency Swap that involves two currencies specified as a "Currency Pair" in the ISDA MTM Matrix as of the Trade Date. If the ISDA MTM Matrix applies in respect of a Mark-to-market Currency Swap, the relevant elections specified in the ISDA MTM Matrix as of the Trade Date will, except to the extent that those elections are inconsistent with terms specified in the related Confirmation, be deemed to apply to that Mark-to-market Currency Swap. Section 10.4. ISDA MTM Matrix. "ISDA MTM Matrix" means the "2006 ISDA Definitions MTM Matrix for Mark-to-market Currency Swaps" or its successor, as amended and supplemented from time to time and published by ISDA on its website at http://www.isda.org. Section 10.5. MTM Amount. "MTM Amount" means, in respect of a Calculation Period, an amount, if any, equal to (i) the Variable Currency Amount for such Calculation Period minus (ii) the Variable Currency Amount for the immediately preceding Calculation Period. If the MTM Amount is positive, the Constant Currency Payer will pay such amount to the Variable Currency Payer. If the MTM Amount is negative, the Variable Currency Payer will pay the absolute value of that amount to the Constant Currency Payer. ARTICLE 11 OPTION TRANSACTION; SWAPTION; SWAPTION STRADDLE Section 11.1. Option Transaction. "Option Transaction" means (a) a Swap Transaction that is a Swaption, (b) a Swap Transaction to which Optional Early Termination is specified to be applicable and (e) any other transaction identified as an Option Transaction in the related Confirmation. Section 11.2. Swaption. "Swaption" means a Swap Transaction that is identified in the related Confirmation as a Swaption and pursuant to which Seller grants to Buyer certain rights as described in Section 12.1(a)(i). 88 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0091773 CONFIDENTIAL SDNY GM_00237957 EFTA01388296