EFTA01353690.pdf

of a payment under this "Indeningiable Tax" means any Tax other than a Tax that would not be imposed in respect taxation authority Agreement but for a present or former connection between the jurisdiction of the government or to such recipient (including, without imposing such Tax and the recipient of such payment or a person related person being or having been a citizen or resident of limitation, a connection arising from such recipient or related or engaged in a trade or business in such jurisdiction, or such jurisdiction, or being or having been organised, present or fixed place of business in such jurisdiction, but excluding a having or having had a permanent establishment recipient or related person having executed, delivered, performed its obligations connection arising solely from such or received a payment under. or enforced, this Agreement or a Credit Support Document). practice of any "law" includes any treaty, law. rule or regulation (as modified, in the case of tax matters, by the relevant governmental revenue authority), and "unlawful" will be construed accordingly. Business Day in the "Local Business Day" means (a) in relation to any obligation under Section 2(aXi), a General system is open or place or places specified in the relevant Confirmation and a day on which a relevant settlement operating as specified in the relevant Confirmation or, if a place or a settlement system is not so specified, as pursuant to provisions contained, or incorporated by otherwise agreed by the parties in writing or determined purpose of determining when a Waiting Period expires, a General Business reference, in this Agreement, (b) for the Day in the place where the event or circumstance that constitutes or gives rise to the illegality or Force Majeure as the case may be. occurs, (c) in relation to any other payment. a General Business Day in the place where the Event, such payment relevant account is located and, if different. in the principal financial centre, if any, of the currency of principal financial centre, a day on which the settlement and, if that currency does not have a single recognised is open, (d) in relation to any notice or other communicati on, including system necessary to accomplish such payment under Section *Xi), a General Business Day (or a day that would have been a General notice contemplated payment, Business Day but for the occurrence of an event or circumstance which would, if it occurred with respect to Event) in delivery or compliance related to a Transaction, constitute or give rise to an illegality or a Force Majeure by the recipient and, in the case of a notice contemplated by the place specified in the address for notice provided new account is to be located and (e) in relation to Section 5(tXvX2), a Section 2(b), in the place where the relevant General Business Day in the relevant locations for performance with respect to such Specified Transaction. necessary "Local Delivery Day" means, for purposes of Sections 5(a)(i) and 5(d). a day on which settlement systems to accomplish the relevant delivery are generally open for business so that the delivery is capable of being in the place specified in the relevant Confirmation or, if accomplished in accordance with customary market practice, determined in accordance with customary market practice for the relevant delivery. not so specified, in a location as "Master Agreement" has the meaning specified in the preamble. "Merger Without Assumption" means the event specified in Section 5(a)(viii). "Multiple Transaction Payment Netting" has the meaning specified in Section 2(c). "Non-affected Party" means, so long as there is only one Affected Party. the other party. "Non-default Rate" means the rate certified by the Non-defaulting Party to be a rate offered to the Non-defaulting Party by a major bank in a relevant interbank market for overnight deposits in the applicable currency. such bank to be selected in good faith by the Non-defaulting Party for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant market. "Non-defaulting Party" has the meaning specified in Section 6(a). "Office" means a branch or office of a party, which may be such party's head or home office. "Other Amounts" has the meaning specified in Section 6(O. 25 'SBA. 2002 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0038165 CONFIDENTIAL SDNY_GM_00184349 EFTA01353690