EFTA01390601.pdf

(ii) shall not describe the Purchased Securities; (iii) shall specify as the Purchase Price the consideration to be input in respect of the delivery, of the Purchased Securities through CREST; (iv) shall specify the pricing rate for that Dl3V Transaction. (e) the Purchased Securities under a DBV Transaction shall he such Securities (which may include Securities which are not gilt-edged securities) as shall be selected and delivered by CREST on the apportionment of securities to the relevant delivery in accordance with the rules and procedures of CREST. (d) The amount by which the Repurchase Price under a DIIV Transaction exceeds the Purchase Price shall be paid by Seller to Buyer on the Repurchase Date on or as soon as practicable after the deli% cry of Equivalent Securities through CREST from a securities account of Buyer to a securities account of Seller. Such payment shall be mode through CREST or outside CREST in sane day funds. (e) If on the Repurchase Date of a DEW Transaction Equivalent Securities are not delivered to Seller by reason of the fact that either party's membership of CREST has been terminated or suspended theg unless before the latest time for delivery of such Equivalent Securities under the rules and procedures of CREST an Event of Default has occurred under paragraph 10 of the Agreement in respect of either party. such non-delivery shall be deemed to constitute - (I) where Buyer's membership of CREST has been terminated or suspended. a failure by Buyer to deliver Equivalent Securities on the Repurchase Date. (ii) where Seller's membership of CREST has been terminated or suspended, a failure by Seller to pay the Repurchase Price on the Repurchase Date. (1) If on the Repurchase Date of a DEW Transaction Equivalent Securities are not delivered to Seller by reason of the fats that there are insufficient Securities of the relevant description standing to the credit of Buyer's account to enable delivery of the Equivalent Securities or there is insufficient cash standing to the credit of Seller's account to enable payment of the Repurchase Price then, unless before the latest time for delivery of such Equivalent Securities under the rules and procedures of CREST an Event of Default has occurred under paragraph 10 of the Agreement in respect of either party. such non-delivery shall be deemed to constitute — (i) where there arc insufficient Securities of the relevant description standing to the credit of Bayer's account to enable delivery of the Equivalent Securities. a failure by Buyer to deliver Equivalent Securities on the Repurchase Date; (ii) where there is insufficient cash standing to the credit of Seller's account to enable payment of the Repurchase Price. a failure by Seller to pay Repurchase Price on the Repurchase Date. (g) If after an Event of Default has occurred under paragraph 10 of the Agreement Equivalent Securities to the Purchased Securities arc delivered to a securities account of Seller against the creation of an assured payment obligation in accordance with the rules and procedures of CREST notwithstanding the termination of the relevant DBV Transaction, such delivery shall give rise to the following obligations, each of which shall be conditional on the simultaneous performance of the other — (i) an obligation on Seller to deliver to Buyer on demand securities equivalent to the securities so delivered; aid (ii) an obligation on Buyer to pay to Seller on demand a sum equal to the assured payment obligation so created. 34 Confidential CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0095144 CONFIDENTIAL SDNY GM 00241328 EFTA01390601