EFTA01353602.pdf

Fax: + 49 69 910 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 Telephone: t- 44 20 7547 1767 Fax: + 44 20 7545 4455 (iii) Address for notices and other communications for Party B: SOUTHERN TRUST COMPANY, INC. 6100 Red Hook Quarter, B3 St. Thomas 00802 Virgin Islands (United States) Attention: Harry Beller; Jeffrey Epstein Fax: 6463500249 (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 TMF Corporate Services Limited, 6 St Andrew Street, 5th Floor, London, EC4A 3AE, United Kingdom as its agent for service of proens. 2. Definitions. (a) The following additional Definitions shall be added after subparagraph 2(xx): (yy) "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. (u)"FinancialMarket 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, cap 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. (bbb)"Specified Agreement" means any master agreement (including, but not limited to, any ISDA Master Agreement (as published by the International Swaps & Derivatives Association, Inc., the "ISDA Agreement"). any prime brokerage agreement and any master securities CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0038041 CONFIDENTIAL SONY GM_00184225 EFTA01353602