Text extracted via OCR from the original document. May contain errors from the scanning process.
(a)
"Act of Insolvency" shall occur with respect to any party hereto upon —
(i)
its making a general assignment for the benefit of. entering into a reorganisation. arrangement.
or composition with creditors: or
its admitting in writing that it is unable to pay its debts as they become due: or
(iii)
its seeking. consenting to or acquiescing in the appointment of any trustee, administrator.
receiver or liquidator or analogous officer of it or any material part 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, re-
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 voluntan•
arrangement as referred to in section 3 of the Insolvency Act 1986 (or any analogous
proceeding):
(b)
"Agency Transaction-, the meaning specified in paragraph 1 of the Agency Annex;
(c)
"Appropriate Market". the meaning specified in paragraph 10:
(d)
"Base Currency", the currency indicated in Annex I hereto:
(e)
"Business Day" -
(i)
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 place 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 euro, a day on
which TARGET operates);
(f)
"Cash Margin", a cash sum paid to Buyer or Seller in accordance with paragraph 4;
(8)
"Clearstream", Clearstream Banking. socicte anonym°, (previously Cedelbank) or any successor
thereto:
(b)
"Confirmation", the meaning specified in paragraph 3(b):
(1)
"Contractual Currency", the meaning specified in paragraph 7(a):
(j)
"Defaulting Party". the meaning specified in paragraph 10;
2
Confidential
CONFIDENTIAL - PURSUANT TO FED. R CRIM. P. 6(e)
DB-SDNY-0115636
CONFIDENTIAL
SDNY_GM_00261620
EFTA01456445