EFTA01353642.pdf

compensation in respect of that obligation or deferred obligation, as the case may be, pursuant to Section 9(hXiiXI) or (2), as appropriate. The fair market value of any obligation referred to in clause (b) above will be determined as of the originally schedule date for delivery, in good faith and using commercially reasonable procedures, by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it will be the average of the Termination Currency Equivalents of the fair market values so determined by both parties. "Waiting Period" means:— (a) in respect of an event or circumstance under Section 5(b)(i), other than in the case of Section 5(bXi)(2) where the relevant payment, delivery or compliance is actually required on the relevant day (in which case no Waiting Period will apply), a period of three Local Business Days (or days that would have been Local Business Days but for the occurrence of that event or circumstance) following the (b) occurrence of that event or circumstance; and (c) in respect of any event or circumstance under Section 5(bXii), other than in the case of Section 5(bXiiX2) where the relevant payment, delivery or compliance is actually required on the relevant day (in which case no Waiting Period will apply), a period of eight Local Business Days (or days that would have been local Business Days but for the occurrence of that event or circumstance) following the occurrence of that event of circumstance. IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document. DEUTSCHE BANK AG SOUTHERN FINANCIAL LLC By: --- By: Name: Name: Title: . ;yritnin Cuomo Title: lirnet By: By: Name: Name: Title: Title: 28 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0038095 CONFIDENTIAL SDNY_GM_00184279 EFTA01353642