EFTA01353612.pdf

(b) the due date for the payment of any such call or instalment occurs before the Termination of the Transaction. 4.2 Seller shall pay to Buyer. for value on Of before the due date of the call or instalment, an amount equal to the call or instalment payable on that date in respect of Securities equivalent to the Purchased Securities. 4.3 No adjustment to the Repurchase Price shall be made in consequence of the call or instalment or of the payment made by Seller under paragraph 4.2 above. 4.4 On and from the due date for the payment of the call or instalment the expression "Equivalent Securities" shall with respect to that Transaction be taken to mean Securities of the same issuer, forming part of the same issue and being of an identical type. nominal value, description and amount as the Purchased Securities but after payment of the call or instalment in question. 5. Exercise of rights of conversion 5.1 This paragraph applies where the Purchased Securities under a Transaction are Securities in respect of which a right of conversion (whether arising under the terms of issue of the Securities or under a conversion offer made after such issue) becomes exercisable before the Termination of the Transaction. 5.2 Seller may, not later than a reasonable period before the latest time for the exercise of the right of conversion, give to Buyer written notice to the effect that, on Termination of the Transaction, it wishes to receive Securities in such form as will arise if the right of conversion is exercised or, in the case of a right of conversion which may be exercised in more than one manner, is exercised in such manner as is specified in the notice. 5.3 With effect from the latest time for the exercise of the right of conversion the expression "Equivalent Securities" shall be taken to mean - (a) if a notice has been given under paragraph 5.2 above not later than the time specified in that subparagraph, such amount of such Securities of such description as fall to be held by a holder of Securities of the same issuer, forming part of the same issue and being of an identical type, nominal value, description and amount as the Purchased Securities if he has exercised the right of conversion in the manner specified in the notice; (b) in any other case, such amount of Securities of such description as fall to be held by a holder of Securities of the same issuer, forming pan of the same issue and being of an identical type, nominal value, description and amount as the Purchased Securities if he has not exercised the right of conversion. 6. Termination of on demand Transactions 6.1 Paragraph 3(e) of the Agreement shall not apply, but shall be replaced by the following - "(e) In the case of on demand Transactions, demand for Termination shall be made by Buyer or Seller, by telephone or otherwise, and shall provide for Termination to occur as soon as reasonably practicable after such demand or on such date (being at least one Business Day after that on which the demand is made) as may be specified in the demand: provided that, unless otherwise agreed between the parties, a demand which is made before 10 a.m. on a Business Day may provide for Tennination to occur not later than the close of business on that day." 7. Dividend entitlements: effect on margin provisions 7.1 This paragraph applies where - (a) the ex-dividend date for the payment of any dividend on any Purchased Securities occurs before the Termination of the relevant Transaction; or CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0038056 CONFIDENTIAL SDNY_GM_00184240 EFTA01353612