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<br />3. Initiation; Confirmation; Termination
<br />(a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the
<br />Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller.
<br />(b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a
<br />written confirmation of each Transaction (8 "Confirmation'). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any),
<br />identify Buyer and Seller and set forth (i) the Purchase Date, (Ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable
<br />on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not
<br />inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between
<br />Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made
<br />promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail.
<br />(c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in
<br />accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date
<br />specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be
<br />effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or
<br />transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of
<br />Buyer.
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<br />4 Vargin Maintenance
<br />(a) If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as
<br />3uyer is less than the aggregate Buyer's Margin Amount for all such Transactions (a UMargin Deficit'?, then Buyer may by notice to Seller require Seller in
<br />wch Transactions, at Seller's option, to transfer to Buyer cash or additional Securities reasonably acceptable to Buyer ("Additional Purchased
<br />Securities"), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will
<br />thereupon equal or exceed such aggregate Buyer's Margin Amount (decreased by the amount of any Margin Deficit as of such date arising from any
<br />Transactions in which such Buyer is acting as Seller).
<br />(b) If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as
<br />Seller exceeds the aggregate Seller's Margin Amount for all such Transactions at such time (a "Margin Excess'), then Seller may by notice to Buyer
<br />require Buyer in such Transactions, at Buyer's option, to transfer cash or Purchased Securities to Seller, so that the aggregate Market Value of the
<br />Purchased Securities, after deduction of any such cash or any Purchased Securities so transferred, will thereupon not exceed such aggregate Seller's
<br />Margin Amount (increased by the amount of any Margin Excess as of such date arising from any Transactions in which such Seller is acting as Buyer).
<br />(c) If any notice is given by Buyer or Seller under subparagraph (a) or (b) of this Paragraph at or before the Margin Notice Deadline on any business
<br />day, the party receiving such notice shall transfer cash or Additional Purchased Securities as provided in such subparagraph no later than the close of
<br />business in the relevant market on such day. If any such notice is given after the Margin Notice Deadline, the party receiving such notice shall transfer
<br />such cash or Securities no later than the close of business in the relevant market on the next business day following such notice.
<br />(d) Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Buyer and Seifer.
<br />(e) Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer or Seller (or both) under
<br />subparagraphs (a) and (b) of this Paragraph may be exercised only where a Margin Deficit or Margin Excess, as the case may be, exceeds a specified
<br />dollar amount or a specified percentage of the Repurchase Prices for such Transactions (which amount or percentage shall be agreed to by Buyer and
<br />Seller prior to entering into any such Transactions).
<br />(f) Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer and Seller under
<br />subparagraphs (a) and (b) of this Paragraph to require the elimination of a Margin Deficit or a Margin Excess, as the case may be, may be exercised
<br />whenever such a Margin Deficit or Margin Excess exists with respect to any single Transaction hereunder (calculated without regard to any other
<br />Transaction outstanding under this Agreement).
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<br />5. Income Payments
<br />Seller shall be entitled to receive an amount equal to all Income paid or distributed on or in respect of the Securities that is not otherwise received by
<br />Seller, to the full extent it would be so entitled if the Securities had not been sold to Buyer. Buyer shall, as the parties may agree with respect to any
<br />Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is paid or
<br />distributed either (i) transfer to or credit to the account of Seller such Income with respect to any Purchased Securities subject to such Transaction or (ii)
<br />with respect to Income paid in cash, apply the Income payment or payments to reduce the amount, if any, to be transferred to Buyer by Seller upon
<br />'ermination of such Transaction. Buyer shalf not be obligated to take any action pursuant to the preceding sentence (A) to the extent that such action
<br />vould result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased
<br />>ecurities sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time
<br />Juch Income is paid or distributed.
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<br />6. Security Interest
<br />Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed
<br />to be loans, Seller shall be deemed to have pledged to Buyer as security for the performance by Seller of its obligations under each such Transaction,
<br />and sha{{ be deemed to have granted to Buyer a security interest in, af{ of the Purchased Securities with respect to af{ Transactions hereunder and all
<br />Income thereon and other proceeds thereof.
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<br />7. Payment and Transfer
<br />Unless otherwise mutuaf{y agreed, all transfers of funds hereunder shall be in immediately available funds. All Securities transferred by one party
<br />hereto to the other party (i) shall be in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank
<br />and such other documentation as the party receiving possession may reasonably request, (Ii) shall be transferred on the book-entry system of a Federal
<br />Reserve Bank, or (Iii) shall be transferred by any other method mutually acceptable to Seller and Buyer.
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<br />Required Disclosure for Transactions in Which the Seller Retains Custody of the Purchased Securities
<br />Seller is not permitted to substitute other securities for those subject to this Agreement and therefore must keep Buyer's securities segregated at all
<br />times, unless in this Agreement buyer grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means that Buyer's
<br />securities will likely be commingled with Seller's own securities during the trading day. Buyer is advised that, during any trading day that Buyer's
<br />securities are commingled with Seller's securities, they [will)" [may)"* be subject to liens granted by Seller to [its clearing bank)" [third parties)"* and may
<br />be used by Seller for deliveries on other securities transactions. Whenever the securities are commingled, Seller's ability to resegregate substitute
<br />securities for Buyer will be subject to Sef{er's ability to satisfy [the clearing of]* [any]** lien or to obtain substitute securities.
<br />
<br />* Language to be used under 17 C.FR. 13403.4(e) if Seifer is a government securities broker or dealer other than a financial institution.
<br />** Language to be used under 17 C.F.R.13403.5(e) if Seller is a financial institution.
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