EFTA01456279.pdf

property equivalent to that received in respect of such Securities resulting from such event. (b) In the event of any conflict between the terms of this Annex and the Agreement the terms of this Annex shall prevail. 3. Income Payments (a) Subject as othenvise provided in this Annex or as otherwise agreed between the parties, where the Income paid or distributed by the issuer of Purchased Securities or Margin Securities is not in the form of money but is in the form of other property. the obligation of a party under paragraph 5 of the Agreement to pay to the other party an amount equal to the amount paid by the issuer shall be construed as an obligation to transfer property equivalent to that distributed by the issuer. (b) The existing paragraph 5 of the Agreement shall be replaced by the following - "5. Income Payments (a) Unless otherwise agreed - (i) where the Term of a particular Transaction extends over an Income Payment Date in respect of any Securities subject to that Transaction which are not equities. Buyer shall on the date such Income is paid by the issuer transfer to or credit to the account of Seller an amount equal to (and in the same currency as) the amount paid by the issuer. (ii) where Margin Securities which arc not equities are transferred from one party ("the first party") to the other party ("the second party") and an Income Payment Date in respect of such Securities occurs before Equivalent Margin Securities are transferred by the second party to the first party. the second party shall on the date such Income is paid by the issuer transfer to or credit to the account of the first pant• an amount equal to (and in the same currency as) the amount paid by the issuer. and for the avoidance of doubt references in this subparagraph to the amount of Income paid by the issuer of any Securities shall be to an amount paid without any withholding or deduction for or on account of taxes or duties notwithstanding that a payment of such Income made in certain circtunstances may be subject to a withholding or deduction. (b) (i) Unless otherwise agreed, where the Purchased Securities the subject of a Transaction consist of or include equities in respect of which an Income Payment Date would, but for this provision, occur during the Tenn of such Transaction. Seller shall seek to effect a substitution of such equities in accordance with paragraph 8(a) before the Notice Date referred to in subparagraph (bXiii), but if such a substitution has not been effected by that date then Termination of such Transaction shall, provided that Seller has notified Buyer of such Termination in accordance with subparagraph (b)(iii). occur on. and. accordingly. the Repurchase Date of such Transaction shall fail on, the Business Day immediately preceding such Income Payment Date. (ii) Unless otherwise agreed and except to the extent that Equivalent Margin Securities in respect of the relevant Margin Securities have already been transferred, where one party (the "transferor") has transferred Margin Securities which are equities to the other (the "transferee") then, on the Business Day preceding the next Income Payment Date in respect of such Margin Securities, the transferee shall transfer to the transferor Equivalent Margin Securities in respect of such Margin Securities in exchange for new Margin Securities as if such transfers were made pursuant to a request under paragraph 8(d) to which the transferee had agreed; provided that (an) the transferor has given notice to the transferee in accordance with subparagraph (bXiii) of the application of this subparagraph (bXii) and (bb) the transferor has provided reasonable details to the transferee of the Margin Securities in question the relevant Income Payment Date and the new Margin Securities to be exchanged for such Equivalent Margin Securities and the transferee has indicated to the transferor that such new Margin Securities are acceptable to it. 45 Confidential CONFIDENTIAL — PURSUANT TO FED. R CRIM. P. 6(e) DB-SDNY-0115430 CONFIDENTIAL SDNY_GM_00261614 EFTA01456279