EFTA01383533.pdf

Transaction or group of Section 2(a)(iii)) and (b) the option rights of the parties in respect of that Terminated Terminated Transactions. will act in good faith and Any Close-out Amount will be determined by the Determining Party (or its agent), which order to produce a commercially reasonable result. The Determining use commercially reasonable procedures in for any group of Terminated Transactions or any individual Terminated Party may determine a Close-out Amount for not less than all Terminated Transactions . Each Close-out Amount will be Transaction but, in the aggregate, Termination Date or, if that would not be commercially reasonable. as of the date or dates determined as of the Early following the Early Termination Date as would be commercially reasonable. legal fees and out- Unpaid Amounts in respect of a Terminated Transaction or group of Terminated Transactions and I I are to be excluded in all determination s of Close-out Amounts. of-pocket expenses referred to in Section including, without In determining a Close-out Amount, the Determining Party may consider any relevant information, limitation, one or more of the following types of information:— parties that (0 quotations (either firm or indicative) for replacement transactions supplied by one or more third creditworthin ess of the Detennining Party at the time the quotation is provided and the may take into account the Determining Party and the terms of any relevant documentation. including credit support documentation, between the third party providing the quotation; (ii) information consisting of relevant market data in the relevant market supplied by one or more third parties or other including, without limitation, relevant rates, prices, yields, yield curves. volatilities, spreads, correlations relevant market data in the relevant market; or the (iii) information of the types described in clause (i) or (ii) above from internal sources (including any of information is of the same type used by the Detennining Party in the regular Determining Party's Affiliates) if that course of its business for the valuation of similar transactions. The Determining Party will consider, taking into account the standards and procedures described in this definition, quotations pursuant to clause (i) above or relevant market data pursuant to clause (ii) above unless the Determining would Party reasonably believes in good faith that such quotations or relevant market data are not readily available or produce a result that would not satisfy those standards. When considering information described in clause (i), (ii) or Party may include costs of funding. to the extent costs of funding are not and would not (iii) above, the Determining quotations pursuant to, clause (i) be a component of the other information being utilised. Third parties supplying above or market data pursuant to clause (ii) above may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors, brokers and other sources of market information. other Without duplication of amounts calculated based on information described in clause (i), (ii) or (iii) above, or relevant information, and when it is commercially reasonable to do so, the Determining Party may in addition consider in calculating a Close-out Amount any loss or cost incurred in connection with its terminating, liquidating or re-establishing any hedge related to a Terminated Transaction or group of Terminated Transactions (or any gain resulting from any of them). Commercially reasonable procedures used in determining a Close-out Amount may include the following:— (I) application to relevant market data from third parties pursuant to clause (ii) above or information from internal sources pursuant to clause (iii) above of pricing or other valuation models that are, at the time of the determination of the Close-out Amount, used by the Determining Patty in the regular course of its business in pricing or valuing transactions between the Determining Party and unrelated third parties that are similar to the Terminated Transaction or group of Terminated Transactions; and 23 ISMS 2002 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0083253 CONFIDENTIAL SDNY GM_00229437 EFTA01383533