TO BE TRANSFERRED FROM BUYER TO SELLER UPON TERMINATION
OF A TRANSACTION, WHICH WILL BE DETERMINED IN EACH CASE (INCLUDING TRANSACTIONS
TERMINABLE UPON DEMAND) AS THE SUM OF THE PURCHASE PRICE AND THE PRICE
DIFFERENTIAL AS OF THE DATE OF SUCH DETERMINATION;
(S)
"SELLER'S MARGIN AMOUNT", WITH RESPECT TO
ANY TRANSACTION AS OF ANY DATE, THE AMOUNT OBTAINED BY APPLICATION OF THE
SELLER'S MARGIN PERCENTAGE TO THE REPURCHASE PRICE FOR SUCH TRANSACTION AS OF
SUCH DATE;
(T)
"SELLER'S MARGIN PERCENTAGE", WITH
RESPECT TO ANY TRANSACTION AS OF ANY DATE, A PERCENTAGE (WHICH MAY BE EQUAL TO
THE BUYER'S MARGIN PERCENTAGE) AGREED TO BUYER AND SELLER OR, IN THE ABSENCE OF
ANY SUCH AGREEMENT, THE PERCENTAGE OBTAINED BY DIVIDING THE MARKET VALUE OF THE
PURCHASED SECURITIES ON THE PURCHASE DATE BY THE PURCHASE PRICE ON THE PURCHASE
DATE FOR SUCH TRANSACTION.
3.
INITIATION; CONFIRMATION; TERMINATION
(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 TRANSACTION, THE PURCHASED SECURITIES SHALL BE
TRANSFERRED TO BUYER OR ITS AGENT AGAINST THE TRANSFER OF THE PURCHASE PRICE TO
AN ACCOUNT OF SELLER.
(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 WRITTEN CONFIRMATION OF EACH TRANSACTION (A
"CONFIRMATION"). THE CONFIRMATION SHALL DESCRIBE THE PURCHASED SECURITIES
(INCLUDING CUSIP NUMBER, IF ANY), 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 ON DEMAND, (IV) THE PRICING RATE OR
REPURCHASE PRICE APPLICABLE TO THE TRANSACTION, AND (V) ANY ADDITIONAL TERMS OR
CONDITIONS OF THE TRANSACTION NOT INCONSISTENT WITH THIS AGREEMENT. THE
CONFIRMATION, TOGETHER WITH THIS AGREEMENT, SHALL CONSTITUTE CONCLUSIVE EVIDENCE
OF THE TERMS AGREED BETWEEN BUYER AND SELLER WITH RESPECT TO THE TRANSACTION TO
WHICH THE CONFIRMATION RELATES, UNLESS WITH RESPECT TO THE CONFIRMATION SPECIFIC
OBJECTION IS MADE PROMPTLY AFTER RECEIPT THEREOF. IN THE EVENT OF ANY CONFLICT
BETWEEN THE TERMS OF SUCH CONFIRMATION AND THIS AGREEMENT, THIS AGREEMENT SHALL
PREVAIL.
(C)
IN THE CASE OF TRANSACTIONS TERMINABLE UPON
DEMAND, SUCH DEMAND SHALL BE MADE BY BUYER OR SELLER, NO LATER THAN SUCH TIME AS
IN CUSTOMARY IN ACCORDANCE WITH MARKET PRACTICE, BY TELEPHONE OR OTHERWISE ON OR
PRIOR TO THE BUSINESS DAY ON
3
WHICH SUCH TERMINATION WILL BE EFFECTIVE. ON THE DATE 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 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 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 BUYER.
4.
MARGIN MAINTENANCE
(A)
IF AT ANY TIME THE AGGREGATE