EFTA01353561.pdf

it has made and will make its own decisions regarding the entering into of any Transaction bated upon its own judgment and upon advice from such professional advisers as it has deemed it necessary to consult; (iii) it understands the terms, conditions and risks of each Transaction and is willing to assume (financially and otherwise) those risks; and (hI at the time of transfer to the other party of any Securities it will lime the full and unqualified right to make such transfer and that upon such transfer of Securities the other party will receive all right, title and interest in and to those Securities free of any lien, claim, charge or encumbrance. On the date on which any Transaction is entered into pursuant hereto, and on each day on which Securities. Equivalent Securities, Margin Securities or Equivalent Margin Securities arc to be transferred under any Transaction. Buyer and Seller shall each be deemed to repeat all the foregoing representations. For the avoidance of doubt and notwithstanding any arrangements which Seller or Buyer may have with any third party, each patty will be liable as a principal for its obligations under this Agreement and each Transaction. 10. Events of Default (a) If any of the following events (each an "Event of Default- ) occurs in relation to either party (the "Defaulting Party". the other party being the - non-l)efaulting Party") whether acting as Seller or Buyer (i) Buyer fails to pay the Purchase Price upon the applicable Purchase Date or Seller fails to pay the Repurchase Price upon the applicable Repurchase Date. and the non-Defaulting Party serves a Default Notice on the Defaulting Party; or (ii) if the parries have specified in Annex 1 hereto that this subparagraph shall apply. Seller fails to deliver Purchased Securities on the Purchase Date or Buyer fails to deliver Equivalent Securities on the Repurchase Date, and the non-Defaulting Party serves a Default Notice on the Defaulting Party: or (iii) Seller or Buyer faits to pay when due any sum payable under subparagraph (g) or (b) below, and the non-Defaulting Party serves a Default Notice on the Defaulting Party; or (iv) Seller or Buyer fails to comply with paragraph 4 and the non-Defaulting Party serves a Default Notice on the Defaulting Parry•; or (v) Seller or Buyer fails to comply with paragraph S and the non-Defaulting Party serves a Default Notice on the Defaulting Party; or (vi) an Act of Insolvency axon with respect to Seller or Buyer and (except in the case of an Act of Insolvency which is the presentation of a petition for winding-up or any analogous proceeding or the appointment of a liquidator or analogous officer of the Defaulting Party in which case no such notice shall be required) the non-Defaulting Party serves a Default Notice on the Defaulting Party: or (vii) any representations made by Seller or Buyer arc incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, and the non-Defaulting Puny serves a Default Notice on the Defaulting Party: or (viii) Seller or Buyer admits to the other that it is unable to. or intends not to, perform any of its obligations hereunder and/or in respect of any Transaction and the non-Defaulting Party serves a Default Notice on the Defaulting Party: or (ix) Seller or Buyer is suspended or expelled from membership of ur participation in any securities exchange or association or other self regulating organisation, or suspended fmm dealing in securities by any government agent,. or any of the assets of either Seller or Buyer or the assets of investors held by, or to the order of, Seller or Buyer are transferred or ordered to be transferred to a trustee by a regulatory authority pursuant to any securities regulating legislation and the non-Defaulting Party serves a Default Notice on the Defaulting Party: or (x) Seller or Buyer fails to perform any other of its obligations hereunder and does not remedy such failure within 30 days alter notice is given by the non-Defaulting Party requiring it to do so, and the non-Defaulting Party serves a Default Notice on the Defaulting Party; I Confidential CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0037985 CONFIDENTIAL SDNY GM_00184169 EFTA01353561