EFTA01353555.pdf

(a) "Act of Insolvency" shall occur with respect to any party hereto upon its making a general assignment for the benefit of, entering into a reorganisation, arrangement, or composition with creditors; or 00 its admitting in writing that it is unable to pay its debts as they become due; or its seeking. consenting to or acquiescing in the appointment of any trustee, administrator, receiver or liquidator or analogous officer of it or any material pan of its property; or (iv) the presentation or filing of a petition in respect of it (other than by the counterparty to this Agreement in respect of any obligation under this Agreement) in any court or before any agency alleging or for the bankruptcy. winding-up or insolvency of such party (or any analogous proceeding) or seeking any reorganisation, arrangement, composition, rt• adjustment. administration, liquidation. dissolution or similar relief under any present or future statute, law or regulation. such petition (except in the case of a petition for winding-up or any analogous proceeding. in respect of which no such 30 day period shall apply) not having been stayed or dismissed within 30 days of its filing; or (v) the appointment of a receiver, administrator, liquidator or trustee or analogous officer of such party or over all or any material part of such party's property: or (vi) the convening of any meeting of its creditors for the purposes of considering a voluntary arrangement as referred to in section 3 of the Insolvency Act 1986 (or any analogous proceeding); (b) "Agency Transaction", the meaning specified in paragraph I of the Agency Annex; (c) "Appropriate Market". the meaning specified in paragraph lb; (d) "Base Currency". the currency indicated in Annex I hereto; (e) `Business Day" - in relation to the settlement of any Transaction which is to be settled through Clearstream or Euroclear. a day on which Clearstream or, as the case may be, Euroclear is open to settle business in the currency in which the Purchase Price and the Repurchase Price are denominated: (ii) in relation to the settlement of any Transaction which is to be settled through a settlement system other than Clearstream or Eurockar, a day on which that settlement system is open to settle such Transaction: in relation to any delivery of Securities not falling within (i) or (ii) above. a day on which banks are open for business in the place where delivery of the relevant Securities is to be effected: and (iv) in relation to any obligation to make a payment not falling within (i) or (ii) above, a day other than a Saturday or a Sunday on which banks are open for business in the principal financial centre of the country of which the currency in which the payment is denominated is the official currency and, if different, in the platy where any account designated by the parties for the making or receipt of the payment is situated (or, in the case of a payment in cum, a day on which TARGET operates); (I) "('ash Margin", a cash sum paid to Buyer or Seller in accordance with paragraph 4; (g) "Clearstrcam". Clearstream Banking, societe anonyme, (previously Cedelbank) or any successor thereto: (h) "Conlimaatione. the meaning specified in paragraph 3(b); "Contractual Currency". the meaning specified in paragraph 7(a): (J) - Defaulting Party", the meaning specified in paragraph 10: Confidential CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0037976 CONFIDENTIAL SDNY GM 00184160 EFTA01353555