EFTA01456301.pdf

8. Substitution (a) A Transaction may at any time between the Purchase Date and Repurchase Date. if Seller so requests and Buyer so agrees. be varied by the transfer by Buyer to Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by Seller to Buyer of other Securities of such amount and description as shall be agreed ("New Purchased Securities") (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to Seller). (b) Any variation under subparagraph (a) above shall be effected. subject to paragraph 6(d). by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) A Transaction which is varied under subparagraph (a) above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller. (d) Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d). by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or arc effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system. as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this subparagraph does not give rise to any net payment of cash by either party to the other. 9. Representations Each party represents and warrants to the other that - (a) it is duly authorised to execute and deliver this Agreement, to enter into the Transactions contemplated hereunder and to perform its obligations hereunder and thereunder and has taken all necessary• action to authorise such execution, delivery and performance: (b) it will engage in this Agreement and the Transactions contemplated hereunder (other than Agency Transactions) as principal; (c) the person signing this Agreement on its behalf is, and any person representing it in entering into a Transaction will be. duly authorised to do so on its behalf; (d) it has obtained all authorisations of any governmental or regulatory body required in connection with this Agreement and the Transactions contemplated hereunder and such authorisations are in full force and effect: (e) the execution. delivery and performance of this Agreement and the Transactions contemplated hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected: (f) it has satisfied itself and will continue to satisfy itself as to the tax implications of the Transactions contemplated hereunder, (g) in connection with this Agreement and each Transaction - (i) unless there is a written agreement with the other party to the contrary, it is not relying on any advice (whether written or oral) of the other party, other than the representations expressly set out in this Agreement: 10 Confidential CONFIDENTIAL - PURSUANT TO FED. R CRIM. P. 6(e) DB-SDNY-0115456 CONFIDENTIAL SDNY_GM_00261640 EFTA01456301