Text extracted via OCR from the original document. May contain errors from the scanning process.
(kk)
"Purchase Date", with respect to any Transaction, the date on which Purchased Securities are to be sold
by Seller to Buyer in relation to that Transaction:
(II)
"Purchase Price". on the Purchase Date, the price at which Purchased Securities are sold or are to be
sold by Seller to Buyer,
(mm)
"Purchased Securities", with respect to any Transaction, the Securities sold or to be sold by Seller to
Buyer under that Transaction. and any New Purchased Securities transferred by Seller to Buyer under
paragraph 8 in respect of that Transaction;
(nn)
"Receivable Securities", the meaning specified in paragraph 10.
(oo)
"Repurchase Date", with respect to any Transaction. the date on which Buyer is to sell Equivalent
Securities to Seller in relation to that Transaction;
(pp)
"Repurchase Price". with respect to any Transaction and as of any date, the sum of the Purchase Price
and the Price Differential as of such date:
(qq)
"Special Default Notice", the meaning specified in paragraph 14:
(rr)
"Spot Rate", where an amount in one cuncncy is to be converted into a second currency on any date.
unless the parties otherwise agree. the spot rate of exchange quoted by Barclays Bank PLC in the
London inter-bank market for the sale by it of such second currency against a purchase by it of such
first currency:
(ss)
"TARGET', the Trans-European Automated Real-time Gross Settlement Express Transfer System;
(tt)
"Term", with respect to any Transaction, the interval of time commencing with the Purchase Date and
ending with the Repurchase Date:
(uu)
"Termination", with respect to any Transaction, refers to the requirement with respect to such
Transaction for Buyer to sell Equivalent Securities against payment by Seller of the Repurchase Price
in accordance with paragraph 3(f), and reference to a Transaction having a "fixed term" or being
"terminable upon demand" shall be construed accordingly:
(vv)
"Transaction Costs", the meaning specified in paragraph 10:
(ww)
"Transaction Exposure", with respect to any Transaction at any time during the period from the
Purchase Date to the Repurchase Date (or, if later, the date on which Equivalent Securities arc
delivered to Seller or the Transaction is terminated under paragraph 10(g) or 10(h)), the difference
between (i) the Repurchase Price at such time multiplied by the applicable Margin Ratio (or, where the
Transaction relates to Securities of more than one description to which different Margin Ratios apply.
the amount produced by multiplying the Repurchase Price attributable to Equivalent Securities of each
such description by the applicable Margin Ratio and aggregating the resulting amounts, the Repurchase
Price being for this purpose attributed to Equivalent Securities of each such description in the same
proportions as those in which the Purchase Price was apportioned among the Purchased Securities) and
(ii) the Market Value of Equivalent Securities at such time. If (i) is greater than (ii), Buyer has a
Transaction Exposure for that Transaction equal to that excess. If (ii) is greater than (i), Seller has a
Transaction Exposure for that Transaction equal to that excess: and
(xx)
except in paragraphs 14(b)(i) and 18, references in this Agreement to "written" communications and
communications "in writing" include communications made through any electronic system agreed
between the parties which is capable of reproducing such communication in hard copy form.
3.
Initiation; Confirmation; Termination
(a)
A Transaction may be entered into orally or in writing at the initiation of either Buyer or Seller.
(b)
Upon agreeing to enter into a Transaction hereunder Buyer or Seller (or both), as shall have been
agreed, shall promptly deliver to the other party written confirmation of such Transaction (a
"Confirmation").
5
Confidential
CONFIDENTIAL - PURSUANT TO FED. R CRIM. P. 6(e)
DB-SDNY-0115639
CONFIDENTIAL
SDNY_GM_00261823
EFTA01456447