EFTA01388297.pdf

Section 11.3. Swaption Straddle. "Swaption Straddle" means a Swap Transaction that is identified in the related Confirmation or Confirmations as a Swaption Straddle or Straddle and which comprises two Swaptions, one in respect of an Underlying Swap Transaction that is an Underlying Payer Swap and one in respect of an Underlying Swap Transaction that is an Underlying Receiver Swap. ARTICLE 12 CERTAIN DEFINITIONS AND PROVISIONS RELATING TO OPTION TRANSACTIONS Section 12.1. Parties. (a) Seller. "Seller- means: (i) in respect of a Swaption, the party specified as such or as writer in the related Confirmation, which party grants to Buyer, upon the exercise or deemed exercise of the Swaption pursuant to the provisions of Article 13 of these 2006 Definitions, (A) if Cash Settlement is applicable, the right to cause Seller to pay to Buyer the Cash Settlement Amount, if any, on the relevant Cash Settlement Payment Date and (B) if Physical Settlement is applicable, the right to cause the Underlying Swap Transaction to become effective; (ii) in respect of a Swap Transaction to which Optional Early Termination is applicable, (A) the party specified as such or as writer in the related Confirmation or (B) if neither party is specified as such or as writer in the related Confirmation, the Non-exercising Party, which party grants to Buyer or the Exercising Party, as the case may be, the right, upon exercise pursuant to the provisions of Article 13 of these 2006 Definitions, to terminate the Swap Transaction, in whole or in part, in accordance with the provisions of Article 16 of these 2006 Definitions; and (iii) in respect of any other Option Transaction, the party specified as such or as writer in the related Confirmation. (b) Buyer. "Buyer" means: (i) in respect of a Swaption, the party specified as such in the related Confirmation, which party will, on each Premium Payment Date, pay to Seller the Premium, if any, in respect of that Premium Payment Date; (ii) in respect of a Swap Transaction to which Optional Early Termination is applicable, (A) the party specified as such in the related Confirmation or (B) if neither party is specified as such in the related Confirmation, the Exercising Party; and (iii) in respect of any other Option Transaction, the party specified as such in the related Confirmation. (c) Seller's Agent. "Seller's Agent" means the agent. if any, designated by Seller in a Confirmation for purposes of receiving notice of exercise. (d) Exercising Party. "Exercising Party" means the party that gives notice of exercise pursuant to the provisions of Section 13.2 (Procedure for Exercise). 89 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0091774 CONFIDENTIAL SDNY GM_00237958 EFTA01388297