EFTA01390602.pdf

3.4 (a) The parties may agree to enter into a series of DIN Transactions to be confirmed by a single Confirmation. each such DBV Transaction being for the same Purchase Price and each such DBV Transaction other then the first commencing on the Repurchase Date of the previous Transaction. Such a series DBV Transactions is in the paragraph referred to as - 0) an Open DPI' Repo if the Repurchase Date of the lost Transaction in the series is not specified in the Confirmation but it is instead provided that, if either party gives to the other notice of not less than * stated period. the DBV Transaction which will be due for Termination on the dale specified in the notice will be the last Transaction in the series and the series will be limited accordingly; (ii) a Term DBV Repo if the date on which the last Transaction in the series is due ha Termination is specified in the Confirmation. (b) Subject to the following provisions of this subparagraph, paragraph 3.3 above shall apply in respect of each DBV Transaction forming part of an Open DBV Repo or a Term DBV Repo. (c) It shall not be necessary for any Transaction forming part of an Open DBV Repo or a Term DBV Repo to be evidenced by a separate Confirmation and, subject to subparagraph 3.4(d) below, each such Transaction shall be deemed to be entered into on the Repurchase Date of the preceding such Transaction. (d) Notwithstanding the preceding provisions of this subparagraph, a transaction which would or otherwise be deemed to be entered into on any day and would form pan of an Open DBV Repo a Term DBV Repo shall be deemed not to be entered into if before the parties have taken the steps necessary to effect delivery of the Purchased Securities under that Transaction on that day in accordance with the rules and procedures of the CREST - (i) an Event of Default has occurred in relation to either party; or (ii) an earlier Transaction forming pan of that Open DBV Repo or Term DBV Repo has been terminated under paragraph 10(g) or 10(h) of the Agreement. (e) In any case where subparagraph 3.4(d) above applies, no further Transaction forming part of the relevant Open DID/ Repo or Term DBV Repo shall arise. (f) Subject to subparagraph 3.4(h) below, and save in so far as the Confirmation relating to an Open DBV Repo or Term DBV Repo may otherwise provide, that part (if any) of the Repurchase Price in respect of each Transaction in the relevant series (other than the last such Transaction) which exceeds the Purchase Price shall not be payable on the Repurchase Date, but shall instead be deferred until, and shall be payable on. the Repurchase Date of the last Transaction in the series. Such payments shall be made through CREST or outside CREST in same day funds. (g) Any amount payable in respect of a Transaction forming part of an Open DBV Repo or Term 1013V Repo payment of winch has been deferred under subparagraph 3.4(Q above shall, until it is paid or the relevant Transaction is terminated under any provision of paragraph 10 of the Agreement. be treated for the purposes of paragraph 4(c) of the Agreement as if it were an amount payable under paragraph 5 of the Agreement. (1O If any Transaction forming pan of an Open DBV Repo or Term DBV Repo is terminated under any provision of paragraph 10 of the Agreement, any amounts payable in respect of any earlier Transactions forming pan of that Open DBV Repo or Term DEW Repo payment of which has been deferred under subparagraph 3.4(9 above shall become due and payable immediately. 4. Transactions la panty-paid Securities 4.1 This paragraph applies where - (a) the Purchased Securities under a Transaction are Securities on which a call or instalment remains to be paid: and 35 Confidential CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0095145 CONFIDENTIAL SDNY GM 00241329 EFTA01390602