EFTA01388300.pdf

(j) Interest Rate Swap. "Interest Rate Swap" means a transaction pursuant to which one party is required to make periodic payments of a fixed amount (or an amount calculated by applying a fixed rate to a non-amortizing notional amount) and the other party is required to make periodic payments of amounts in the same currency calculated by applying a floating rate to a non-amortizing notional amount. Section 13.2. Procedure for Exercise. Except when rights granted pursuant to an Option Transaction are deemed to be exercised pursuant to the provisions of Section 13.7 (Automatic Exercise) or Section 13.8 (Fallback Exercise), Buyer must give notice (which may be given orally, including by telephone, unless the parties specify otherwise in the related Confirmation) during the Exercise Period to Seller or, if designated in the relevant Confirmation. Seller's Agent, of its exercise of such rights in accordance with the contact details, if any, specified in the related Confirmation, and that notice will be deemed to be irrevocable. If notice of exercise in respect of an American style Option Transaction is given after the Latest Exercise Time on any day in an Exercise Period, then that notice will be deemed given on the next following day, if any, in that Exercise Period. If notice of exercise in respect of a European style Option Transaction or Bermuda style Option Transaction is given after the Latest Exercise Time on any day in an Exercise Period (or, in respect of any Option Transaction, after the Expiration Time), then that notice of exercise will be deemed to be ineffective. If, in respect of any Option Transaction, notice of exercise is given before the Earliest Exercise Time on any day in the Exercise Period, then that notice will be deemed given at the Earliest Exercise Time on that day. In the case of an Option Transaction to which Partial Exercise or Multiple Exercise is applicable, Buyer must specify in the notice the Notional Amount of the Underlying Swap Transaction or Swap Transaction in respect of which the Option Transaction is being exercised on the relevant Exercise Date. In the case of a Swaption that forms part of a Swaption Straddle, Buyer must specify in the notice whether it is exercising the Swaption in respect of the Underh. ing Payer Swap or the Swaption in respect of the Underlying Receiver Swap. Unless the parties specify otherwise in the related Confirmation, Buyer will execute and deliver to Seller or, if designated in the relevant Confirmation. Seller's Agent, a written confirmation confirming the substance of any telephonic notice within one Exercise Business Day of that notice. Failure to provide that written confirmation will not affect the validity of the telephonic notice. Section 133. Partial Exercise. If -Partial Exercise" is specified to be applicable to a European style Option Transaction, Buyer may exercise all or less than all the Notional Amount of the Underlying Swap Transaction or Swap Transaction on the Expiration Date, but may not exercise less than the Minimum Notional Amount, and, if an amount is specified as the -Integral Multiple" in the related Confirmation, the Notional Amount exercised must be equal to. or be an integral multiple of, the amount so specified. Any attempt to exercise (i) less than the Minimum Notional Amount will be ineffective and (ii) a Notional Amount not equal to, or an integral multiple of, the Integral Multiple will be deemed to be an exercise of a Notional Amount equal to the next lower integral multiple of the Integral Multiple (the Notional Amount of the Underlying Swap Transaction or Swap Transaction exceeding that amount being deemed to remain unexereised). Section 13.4. Multiple Exercise. If "Multiple Exercise" is specified to be applicable to an American style Option Transaction or a Bermuda style Option Transaction. Buyer may exercise all or less than all the unexercised Notional Amount of the Underlying Swap Transaction or Swap Transaction on one or more days in the Exercise Period, but (except as set forth below) on any such day may not exercise less than the Minimum Notional Amount or more than the Maximum Notional Amount and, if an amount is specified as the "Integral Multiple" in the related Confirmation, the Notional Amount exercised must be equal to, or be an integral multiple of, the amount so specified. Except as set forth below, any attempt to exercise on any day in the Exercise Period (i) more than the Maximum Notional Amount will be deemed to be an exercise of the Maximum Notional Amount (the Notional Amount of the Underh ing Swap 92 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0091777 CONFIDENTIAL SDNY GM_00237961 EFTA01388300