EFTA01360262

(c) In paragraph 10(eXi) of the Agreement (relating to Events of Default), the reference to the "Repurchase Prices" shall be construed as a reference to "Repurchase Prices and Sell Back Prices". (d) In the event of any conflict between the terms of this Annex III and any other term of the Agreement, the terms in this Annex shall prevail. 3. Initiation; Confirmation; Termination (a) Each Transaction shrill be identified at the time it is entered into and in the Confirmation relating to it as either a Repurchase Transaction or a Buy/Sell Back Transaction. (b) In the case of a Buy/Sell Back Transaction the Confirmation delivered in accordance with paragraph 3 of the Agreement may consist of a single document in respect of both of the transactions which together fonn the Buy/Sell Back Transaction or separate Confirmations may be delivered in respect of each such transaction. Such Confirmations may be in the form of Annex II to the Agreement except that, subject to subparagraph (c) below, such Confirmations shall not include the item specified in paragraph 10 of Annex II. (c) When entering into a Buy/Sell Back Transaction the panics shall also agree the Sell Back Price and the Pricing Rate to apply in relation to that Transaction on the scheduled Repurchase Date. The parties shall record the Pricing Rate in at least one Confirmation applicable to that Buy/Sell Back Transaction. (d) Buy/Sell Back Transactions shall not be terminable on demand. (e) In the case of a Buy/Sell Back Transaction, the Purchase Price shall be quoted exclusive of Accrued Interest to the Purchase Date on the Purchased Securities and the Sell Back Price shall be quoted exclusive of Accrued Interest. (1) For the purposes of paragraph 3(c) of the Agreement. in the case of a Buy/Sell Back Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the payment of the Purchase Price plus an amount equal to Accrued Interest to the Purchase Price on such Purchased Securities. (g) In the case of a Buy/Sell Back Transaction, paragraph 3(1) of the Agreement shall not apply. Termination of such a Transaction will be effected on the Repurchase Date by transfer to Seller or its agent of Equivalent Securities against the payment by Seller of (i) in a case where the Repurchase Date is the date originally scheduled by the parties pursuant to paragraph 3(bXiii) of the Agreement, the Sell Back Price referred to in paragraph 2(iii)(x) of this Annex plus an amount equal to Accrued Interest to the Repurchase Date: and (ii) in any other case, the Sell Back Price referred to in paragraph 2(iiiXy) of this Annex. 4. Margin maintenance: "repricing" If the parties agree that a Buy/Sell Back Transaction is to be repriced in accordance with paragraph 4(i) of the Agreement. they shall at the time of such repricing agree the Purchase Price. the Sell Back Price and the Pricing Rate applicable to the Repriced Transaction. 5. Income Payments Paragraph 5 of the Agreement (relating to Income payments) shall not apply to Buy/Sell Back Transactions. 33 Confidential CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0048509 CONFIDENTIAL SDNY_GM J30194693 EFTA01360262