EFTA01360251.pdf

Fax: + 4969 910 36422 Where Party A is acting through its London Branch: Deutsche Bank AG London Winchester House I Great Winchester Street London EC2N 2DB Attention: Head of Money Markets Repo Telep ne: + Fax: + (iii) Address for notices and other communications for Party B: SOUTHERN FINANCIAL LLC 575 Lexington Avenue, 4m Floor New York, New York 10005 Attention: Darren Indyke Telephone: Fax: (please complete/confirm the information ahovel (p) Paragraph 17 (i) Party A appoints Deutsche Bank AG London, Winchester House. I Great Winchester Street. London. EC2N 2DB, United Kingdom (Attention: General Counsel, Legal Department) as its agent for service of process. (ii) Party B appoints [please advise' as its agent for service of process. [Note to Party B: You must name an English process agent. English affiliate or English law firm because the GMRA is governed by English lawI. 2. Definitions. (a) The following additional Definitions shall be added after subparagraph 2(u): (n) "Affiliate" means, in relation to any person, any entity controlled. directly or indirectly. by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose. "control" of any entity or person means ownership of a majority of the voting power of the entity or person. (7g) "Financial Market Transaction" means (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between Party B and any other person or entity, including, without limitation, Party A or any or its respective affiliates, including without limitation any rate swap transaction, basis swap. forward rate transaction, commodity swap. commodity option, equity or equity index swap. equity or equity index option. bond option. interest rate option. foreign exchange transaction. commodity transaction. credit derivative transaction, repurchase or reverse repurchase transaction securities lending transaction. futures transaction prime brokerage or margin lending transaction Gap transaction floor transaction collar transaction. currency swap transaction cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transaction). (b) any combination of these transactions and (c) any other transaction identified as a Financial Market Transaction in this Agreement or the relevant Confirmation. (aaa) "Operative Documents" means (a) as applicable, the most recent prospectus, private placement or offering memorandum, the trust indenture, corporate charter, limited partnership agreement, memorandum and articles of association, by-laws or other constituent documents of Party B: and (b) the investment policies. procedures, restrictions, or guidelines relating to Party B. and (c) the then•current disclosure document of Party B. 21 Confidential CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0048497 CONFIDENTIAL SDNY_GM_00194681 EFTA01360251