EFTA01456244.pdf

the repayment of such Cash Margin or the deliver• of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. (e) Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this Agreement. (g) Where Seller or Buyer becomes obliged under subparagraph (a) above to make a Margin Transfer, it shall transfer Cash Margin or Margin Securities or Equivalent Margin Securities within the minimum period specified in Annex I hereto or. if no period is there specified. such minimum period as is customarily required for the settlement or delivery of money. Margin Securities or Equivalent Margin Securities of the relevant kind. (h) The parties may agree that, with respect to any Transaction, the provisions of subparagraphs (a) to (g) above shall not apply but instead that margin may be provided separately in respect of that Transaction in which ease — (i) that Transaction shall not be taken into account when calculating whether either party has a Net Exposure: (ii) margin shall be provided in respect of that Transaction in such manner as the parties may agree: and (iii) margin provided in respect of that Transaction shall not be taken into account for the purposes of subparagraphs (a) to (g) above. (i) The parties may agree that any Net Exposure which may arise shall be eliminated not by Margin Transfers under the preceding provisions of this paragraph but by the repricing of Transactions under subparagraph (j) below, the adjustment of Transactions under subparagraph (k) below or a combination of both these methods. a) Where the parties agree that a Transaction is to be repriced under this subparagraph, such repricing shall be effected as follows - (i) the Repurchase Date under the relevant Transaction (the "Original Transaction") shall be deemed to occur on the date on which the repricing is to be effected (the "Repricing Date"): (ii) the parties shall be deemed to have entered into a new Transaction (the "Repriced Transaction") on the terms set out in (iii) to (vi) below: (iii) the Purchased Securities under the Repriced Transaction shall be Securities equivalent to the Purchased Securities under the Original Transaction: (iv) the Purchase Date under the Repriced Transaction shall be the Repricing Date: (v) the Purchase Price under the Repriced Transaction shall be such amount as shall when multiplied by the Margin Ratio applicable to the Original Transaction be equal to the Market Value of such Securities on the Repricing Date: (vi) the Repurchase Date, the Pricing Rate, the Margin Ratio and, subject as aforesaid, the other terms of the Repriced Transaction shall be identical to those of the Original Transaction: (vii) the obligations of the panics with respect to the delivery• of the Purchased Securities and the payment of the Purchase Price under the Repriced Transaction shall be set off against their obligations with respect to the delivery of Equivalent Securities and payment of the Repurchase Price under the Original Transaction and accordingly only a net cash sum shall be paid by one party to the other. Such net cash sum shall be paid within the period specified in subparagraph (g) above. (k) The adjustment of a Transaction (the "Original Transaction") under this subparagraph shall be effected by the parties agreeing that on the date on which the adjustment is to be made (the "Adjustment Date") 7 Confidential CONFIDENTIAL — PURSUANT TO FED. R CRIM. P. 6(e) DB-SDNY-0115392 CONFIDENTIAL SDNY_GM_00261576 EFTA01456244