EFTA01388304.pdf

ARTICLE 16 OPTIONAL EARLY TERMINATION Section 16.1. Optional Early Termination. (a) In respect of each Exercise Date under a Swap Transaction to which "Optional Early Termination" is specified to be applicable and to which "Cash Settlement" is applicable: (i) the party which is out-of-the-money will pay to the party which is in-the-money, subject to any other applicable provisions, the Cash Settlement Amount, determined in accordance with the provisions of Article 18 of these 2006 Definitions, on the Cash Settlement Payment Date; and (ii) with effect from the Optional Early Termination Date, the Notional Amount in respect of the Swap Transaction will be reduced by an amount equal to the Notional Amount of the Swap Transaction exercised on that Exercise Date. The Notional Amount as reduced in accordance with the provisions of this Section 16.1(a)(ii) will be used for purposes of determining each Fixed Amount and Floating Amount which becomes payable subsequent to the Optional Early Termination Date notwithstanding that the reduction in the Notional Amount may have occurred during the Calculation Period applicable to such Fixed Amount or Floating Amount. (b) In respect of each Exercise Date under a Swap Transaction to which "Optional Early Termination" is specified to be applicable and to which "Cash Settlement" is specified to be inapplicable, with effect from the Optional Early Termination Date, the Notional Amount in respect of the Swap Transaction will be reduced by an amount equal to the Notional Amount exercised on that Exercise Date. The Notional Amount as reduced in accordance with the provisions of this Section 16.1(b) will be used for purposes of determining each Fixed Amount and Floating Amount which becomes payable subsequent to the Optional Early Termination Date notwithstanding that the reduction in the Notional Amount may have occurred during the Calculation Period applicable to such Fixed Amount or Floating Amount. (c) Unless the parties specify otherwise, Cash Settlement will be deemed to apply to a Swap Transaction to which Optional Early Tennination is applicable. Section 16.2. Optional Early Termination Date. "Optional Early Termination Date" means, in respect of a Swap Transaction to which Optional Early Termination is specified to be applicable and in respect of an Exercise Date, either (a) the date specified as such in the related Confirmation (or determined pursuant to a method specified for such purpose) or (b) if a date or a method of determination is not so specified, but Cash Settlement is applicable, the Cash Settlement Payment Date in respect of that Exercise Date, in each case subject to adjustment in accordance with the Following Business Day Convention unless otherwise specified in the related Confirmation. ARTICLE 17 MANDATORY EARLY TERMINATION Section 17.1. Mandatory Early Termination. In respect of a Swap Transaction to which "Mandatory Early Termination- is specified to be applicable: 96 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0091781 CONFIDENTIAL SDNY GM_00237985 EFTA01388304