EFTA01388308.pdf

Valuation Date, in each case as is required to increase the number of existing and quoting institutions to the number of institutions originally specified; or (iii) if institutions are not specified, five institutions agreed between the parties on the Exercise Date or, in the case of a Swap Transaction to which Mandatory Early Termination is applicable, the Cash Settlement Valuation Date: or (iv) if institutions arc not specified or if subparagraph (ii) above applies and the parties are unable to agree the institutions or additional institutions by the Cash Settlement Valuation Time on the Exercise Date or, in the case of a Swap Transaction to which Mandatory Early Termination is applicable, the Cash Settlement Valuation Date, five leading dealers or such additional number as is required pursuant to the provisions of subparagraph (ii) above from the panel of dealers from whose rates the rate appearing on the relevant ISDAFIX Page is derived selected by the Calculation Agent (or, if "Cash Price - Alternate Method" is specified as the Cash Settlement Method, selected by each party for purposes of quotations obtained by that party); or (v) if a relevant ISDAFIX page does not exist, five leading dealers selected by the Calculation Agent (or, if "Cash Price - Alternate Method" is specified as the Cash Settlement Method, selected by each party in good faith for purposes of quotations obtained by that party). (h) Cash Settlement Currency. "Cash Settlement Currency" means, in respect of a Swap Transaction, the currency, if any, specified as such in the related Confirmation, and, if no currency is specified as such in the related Confirmation: (i) if the Underlying Swap Transaction or the Swap Transaction, as appropriate, involves one currency. that currency; or (ii) if the Underlying Swap Transaction or the Swap Transaction, as appropriate, involves more than one currency, the Termination Currency under the ISDA Master Agreement, if any, referred to in the related Confirmation and otherwise the currency in which Fixed Amount(s) under the Underlying Swap Transaction or the Swap Transaction, as appropriate, are payable. (i) ISDA Master Agreement. "ISDA Master Agreement" means, for purposes of Section I8.2(h) (Cash Settlement Currency), Section 18.2(j) (Quotation Rate), Section 18.3(a) (Cash Price) and Section 18.3(b) (Cash Price - Alternate Method), the ISDA Master Agreement, if any, referred to in the related Confirmation and otherwise, the standard form of the 2002 ISDA Master Agreement published by the International Swaps and Derivatives Association, Inc., and the terms "Terminated Transaction", "Early Termination Date", "Credit Support Document", "Event of Default- and "Potential Event of Default" have the respective meanings provided for in that ISDA Master Agreement. (j) Quotation Rate. "Quotation Rate" means, in respect of an Option Transaction or a Swap Transaction to which Mandatory Early Termination is applicable: (i) the rate specified as such in the related Confirmation and which may be a -bid", "ask" or "mid" rate; or (ii) if "Exercising Party Pays" is specified in the related Confirmation for a Swap Transaction to which Optional Early Termination is applicable, the rate, which may be a -bid" or "ask" rate, which would result, if Seller is in-the-money, in the higher absolute value of the Cash 100 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0091785 CONFIDENTIAL SDNY GM_00237989 EFTA01388308