Common use of Margin Maintenance Clause in Contracts

Margin Maintenance. (a) If at any time either party has a Net Exposure in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) A notice under sub paragraph (a) above may be given orally or in writing. (c) For the purposes of this Agreement a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s Transaction Exposures plus any amount payable to the first party under paragraph 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party’s Transaction Exposures plus any amount payable to the other party under paragraph 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time. (d) To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to it, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. (e) Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. (f) A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this Agreement.

Margin Maintenance. (a) If at any time either party has a Net Exposure in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) A notice under sub sub-paragraph (a) above may be given orally or in writing. (c) For the purposes of this Agreement a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s 's Transaction Exposures plus any amount payable to the first party under paragraph 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party’s 's Transaction Exposures plus any amount payable to the other party under paragraph 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time. (d) To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to it, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. (e) Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. (f) A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this Agreement.

Margin Maintenance. (a) If at any time either party has a Net Exposure in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) A notice under sub sub-paragraph (a) above may be given orally or in writing. (c) For the purposes of this Agreement a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s Transaction Exposures plus any amount payable to the first party under paragraph 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party’s Transaction Exposures plus any amount payable to the other party under paragraph 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time. (d) To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to it, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. (e) Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. (f) A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this Agreement.

Margin Maintenance. (a) If at any time either party has a Net Exposure in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) A notice under sub sub-paragraph (a) above may be given orally or in writing. (c) For the purposes of this Agreement a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s 's Transaction Exposures plus any amount payable to the first party under paragraph 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party’s 's Transaction Exposures plus any amount payable to the other party under paragraph 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time. (d) To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to itit or a Cash Equivalent Amount has not been paid, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. (e) Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. (f) A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this Agreement.

Margin Maintenance. (a) If at any time either party has a Net Exposure in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) A notice under sub sub-paragraph (a) above may be given orally or in writing. (c) For the purposes of this Agreement a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s 's Transaction Exposures plus any amount payable to the first party under paragraph 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party’s 's Transaction Exposures plus any amount payable to the other party under paragraph 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time. (d) To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to it, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. (e) Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. (f) A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this Agreement.. November 1995 6

Margin Maintenance. (a) If at any time either party has a Net Exposure in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) A notice under sub sub-paragraph (a) above may be given orally or in writing. (c) For the purposes of this Agreement a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s Transaction Exposures plus any amount payable to the first party under paragraph 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party’s Transaction Exposures plus any amount payable to the other party under paragraph 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time. (d) To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to it, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. (e) Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. (f) A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this Agreement.

Margin Maintenance. (a) 4.1. If at any time either party has a Net Exposure (as defined in clause 4.3. below) in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) 4.2. A notice under sub paragraph (a) clause 4.1. above may be given orally or in writing. (c) 4.3. For the purposes of this Agreement Schedule a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s 's Transaction Exposures plus any amount payable to the first party under paragraph clause 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party’s 's Transaction Exposures plus any amount payable to the other party under paragraph clause 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time. (d) 4.4. To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to itit or cash amount equivalent to Equivalent Margin Securities has not been paid, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. Notwithstanding the above, BCS is entitled, when calling for a Margin Transfer, to require from the Client to satisfy the Margin Transfer by payment of Cash Margin. (e) 4.5. Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. (f) 4.6. A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this AgreementSchedule. Interest rate on Cash Margin in respect of the relevant currency shall be determined for each day cash is held by the transferee (and if it is not a Business Day, for the Business Day immediately preceding such day) as follows, unless agreed between the parties otherwise in writing prior to the payment of the relevant Cash Margin: (a) For USD, the overnight Federal Funds Effective Rate as reported under column EFF on Bloomberg Page ‘FEDL01’. (b) For EUR, the overnight rate as published by the European Central Bank and reported on Bloomberg page ‘EONIA Index’. (c) For GBP, the XXXXX rate appearing opposite SONIO/N as reported on Bloomberg page ‘SONIO Index’. (d) For RUB, the MOSPRIME overnight rate as reported on Bloomberg page ‘MOSKON Index’. (e) For other currencies not mentioned above in this clause, the interest rate as may be determined by BCS at its sole and absolute discretion.

Margin Maintenance. (a) If at any time either party has a Net Exposure in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) A notice under sub sub-paragraph (a) above may be given orally or in writing. (c) For the purposes of this Agreement a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s Transaction Exposures plus any amount payable to the first party under paragraph 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party’s Transaction Exposures plus any amount payable to the other party under paragraph 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time. (d) To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to itit or a Cash Equivalent Amount has not been paid, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. (e) Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. (f) A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this Agreement.

Margin Maintenance. (a) If at any time either party has a Net Exposure in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) A notice under sub sub-paragraph (a) above may be given orally or in writing. (c) For the purposes of this Agreement a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s Transaction Exposures plus any amount payable to the first party under paragraph 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party’s Transaction Exposures plus any amount payable to the other party under paragraph 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time. (d) To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to it, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. (e) Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. (f) A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this Agreement.. October 2000 7

Margin Maintenance. (a) If at any time either party has a Net Exposure in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) A notice under sub sub-paragraph (a) above may be given orally or in writing. (c) For the purposes of this Agreement a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s 's Transaction Exposures plus any amount payable to the first party under paragraph 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party’s 's Transaction Exposures plus any amount payable to the other party under paragraph 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this October 2000 6 purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time. (d) To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to it, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. (e) Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. (f) A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this Agreement. (g) Where Seller or Buyer becomes obliged under sub-paragraph (a) above to make a Margin Transfer, it shall transfer Cash Margin or Margin Securities or Equivalent Margin Securities within the minimum period specified in Annex I hereto or, if no period is there specified, such minimum period as is customarily required for the settlement or delivery of money, Margin Securities or Equivalent Margin Securities of the relevant kind. (h) The parties may agree that, with respect to any Transaction, the provisions of subparagraphs (a) to (g) above shall not apply but instead that margin may be provided separately in respect of that Transaction in which case - (i) that Transaction shall not be taken into account when calculating whether either party has a Net Exposure; (ii) margin shall be provided in respect of that Transaction in such manner as the parties may agree; and (iii) margin provided in respect of that Transaction shall not be taken into account for the purposes of sub-paragraphs (a) to (g) above. (i) The parties may agree that any Net Exposure which may arise shall be eliminated not by Margin Transfers under the preceding provisions of this paragraph but by the repricing of Transactions under sub-paragraph (j) below, the adjustment of Transactions under sub-paragraph (k) below or a combination of both these methods. (j) Where the parties agree that a Transaction is to be repriced under this sub-paragraph, such repricing shall be effected as follows - (i) the Repurchase Date under the relevant Transaction (the "original Transaction") shall be deemed to occur on the date on which the repricing is to be effected (the "Repricing Date"); (ii) the parties shall be deemed to have entered into a new Transaction (the "Repriced Transaction") on the terms set out in (iii) to (vi) below; (iii) the Purchased Securities under the Repriced Transaction shall be Securities equivalent to the Purchased Securities under the Original Transaction; (iv) the Purchase Date under the Repriced Transaction shall be the Repricing Date; (v) the Purchase Price under the Repriced Transaction shall be such amount as shall, when multiplied by the Margin Ratio applicable to the Original Transaction, be equal to the Market Value of such Securities on the Repricing Date; (vi) the Repurchase Date, the Pricing Rate, the Margin Ratio and, subject as aforesaid, the other terms of the Repriced Transaction shall be identical to those of the Original Transaction; October 2000 7 (vii) the obligations of the parties with respect to the delivery of the Purchased Securities and the payment of the Purchase Price under the Repriced Transaction shall be set off against their obligations with respect to the delivery of Equivalent Securities and payment of the Repurchase Price under the Original Transaction and accordingly only a net cash sum shall be paid by one party to the other. Such net cash sum shall be paid within the period specified in sub-paragraph (g) above. (k) The adjustment of a Transaction (the "Original Transaction") under this sub-paragraph shall be effected by the parties agreeing that on the date on which the adjustment is to be made (the "Adjustment Date") the Original Transaction shall be terminated and they shall enter into a new Transaction (the "Replacement Transaction") in accordance with the following provisions - (i) the Original Transaction shall be terminated on the Adjustment Date on such terms as the parties shall agree on or before the Adjustment Date; (ii) the Purchased Securities under the Replacement Transaction shall be such Securities as the parties shall agree on or before the Adjustment Date (being Securities the aggregate Market Value of which at the Adjustment Date is substantially equal to the Repurchase Price under the Original Transaction at the Adjustment Date multiplied by the Margin Ratio applicable to the Original Transaction); (iii) the Purchase Date under the Replacement Transaction shall be the Adjustment Date; (iv) the other terms of the Replacement Transaction shall be such as the parties shall agree on or before the Adjustment Date; and (v) the obligations of the parties with respect to payment and delivery of Securities on the Adjustment Date under the Original Transaction and the Replacement Transaction shall be settled in accordance with paragraph 6 within the minimum period specified in sub-paragraph (g) above.

Margin Maintenance. (a) 4.1. If at any time either party has a Net Exposure (as defined in subparagraph 4.3. below) in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) 4.2. A notice under sub paragraph (a) subparagraph 4.1. above may be given orally or in writing. (c) 4.3. For the purposes of this Agreement Section a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s 's Transaction Exposures plus any amount payable to the first party under paragraph 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party’s 's Transaction Exposures plus any amount payable to the other party under paragraph 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time. (d) 4.4. To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to itit or cash amount equivalent to Equivalent Margin Securities has not been paid, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. Notwithstanding the above, BCS is entitled, when calling for a Margin Transfer, to require from the Client to satisfy the Margin Transfer by payment of Cash Margin. (e) 4.5. Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. (f) 4.6. A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this AgreementSection. Interest rate on Cash Margin in respect of the relevant currency shall be as follows, unless agreed between the parties otherwise in writing prior to the payment of the relevant Cash Margin: (a) For USD, the interest rate will be the rate per annum equal to the overnight Federal Funds Effective Rate for each day cash is held by the transferee as reported, against close of business date, under column EFF on Bloomberg Page ‘FEDL01’. (b) For EUR, the interest rate will be the rate per annum equal to the overnight rate as published by the European Central Bank and reported on Bloomberg page ‘EONIA Index’, for each day cash is held by the transferee. (c) For GBP, the XXXXX rate appearing opposite SONIO/N as reported on Bloomberg page ‘SONIO Index’, on such day if it is a London banking day, otherwise on the London banking day immediately preceding such day. (d) For RUB and other currencies not mentioned above in this subparagraph, the interest rate as may be determined by BCS at its sole discretion from time to time. 4.7. Where the Seller or the Buyer becomes obliged under subparagraph 4.1. above to make a Margin Transfer, it shall transfer Cash Margin or Margin Securities or Equivalent Margin Securities within the following time periods, unless otherwise agreed: (a) by the end of the same Business Day if notice is given prior to noon, i.e. 12 PM (Moscow time); or (b) by the end of the next Business Day, if notice is given after noon, i.e. 12 PM (Moscow time); 4.8. Where a party (the ‘Transferor’) becomes obliged to transfer Equivalent Margin Securities and, having made all reasonable efforts to do so, is, for any reason relating to the Securities or the clearing system through which the Securities are to be transferred, unable to transfer Equivalent Margin Securities then the Transferor shall immediately but not later than within the time period specified in subparagraph 4.7. above, pay to the other party Cash Margin at least equal to the Market Value of such Equivalent Margin Securities. 4.9. The parties may agree that any Net Exposure which may arise shall be eliminated not by Margin Transfers under the preceding provisions of this paragraph but by the repricing of Transactions under subparagraph 4.10. below, the adjustment of Transactions under subparagraph 4.11. below or a combination of both these methods. 4.10. Where the parties agree that a Transaction is to be repriced under this subparagraph, such repricing shall be effected as follows: i. the Repurchase Date under the relevant Transaction (the ‘Original Transaction’) shall be deemed to occur on the date on which the repricing is to be effected (the ‘Repricing Date’); ii. the parties shall be deemed to have entered into a new Transaction (the ‘Repriced Transaction’) on the terms set out in (iii) to (vi) below; iii. the Purchased Securities under the Repriced Transaction shall be Securities equivalent to the Purchased Securities under the Original Transaction; iv. the Purchase Date under the Repriced Transaction shall be the Repricing Date; v. the Purchase Price under the Repriced Transaction shall be such amount as shall, when multiplied by the Margin Ratio applicable to the Original Transaction, be equal to the Market Value of such Securities on the Repricing Date; vi. the Repurchase Date, the Pricing Rate, the Margin Ratio and, subject as aforesaid, the other terms of the Repriced Transaction shall be identical to those of the Original Transaction; vii. the obligations of the parties with respect to the delivery of the Purchased Securities and the payment of the Purchase Price under the Repriced Transaction shall be set off against their obligations with respect to the delivery of Equivalent Securities and payment of the Repurchase Price under the Original Transaction and accordingly only a net cash sum shall be paid by one party to the other. Such net cash sum shall be paid within the minimum period specified in subparagraph 4.7. above. 4.11. The adjustment of a Transaction (the ‘Original Transaction’) under this subparagraph shall be effected by the parties agreeing that on the date on which the adjustment is to be made (the ‘Adjustment Date’) the Original Transaction shall be terminated and they shall enter into a new Transaction (the ‘Replacement Transaction’) in accordance with the following provisions: i. the Original Transaction shall be terminated on the Adjustment Date on such terms as the parties shall agree on or before the Adjustment Date; ii. the Purchased Securities under the Replacement Transaction shall be such Securities as the parties shall agree on or before the Adjustment Date (being Securities the aggregate Market Value of which at the Adjustment Date is substantially equal to the Repurchase Price under the Original Transaction at the Adjustment Date multiplied by the Margin Ratio applicable to the Original Transaction); iii. the Purchase Date under the Replacement Transaction shall be the Adjustment Date; iv. the other terms of the Replacement Transaction shall be such as the parties shall agree on or before the Adjustment Date; and v. the obligations of the parties with respect to payment and delivery of Securities on the Adjustment Date under the Original Transaction and the Replacement Transaction shall be settled in accordance with paragraph 6 within the minimum period specified in subparagraph 4.7. above. 4.12. If at any time the Net Exposure of BCS in respect of the Client is in excess of Maximal Net Exposure, Clause 16.2. of the Section A of the Terms shall apply.

Margin Maintenance. (a) If at any time either party has a Net Exposure in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) A notice under sub sub-paragraph (a) above may be given orally or in writing. (c) For the purposes of this Agreement a party has a Net Exposure in respect of the other party if the aggregate of all the first partyparty ’s Transaction Exposures plus any amount payable to the first party under paragraph 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other partyparty ’s Transaction Exposures plus any amount payable to the other party under paragraph 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time. (d) To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to it, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. (e) Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. (f) A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this Agreement.

Margin Maintenance. (a) 4.1. If at any time either party has a Net Exposure (as defined in clause 4.3. below) in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) 4.2. A notice under sub paragraph (a) clause 4.1. above may be given orally or in writing. (c) 4.3. For the purposes of this Agreement Section a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s 's Transaction Exposures plus any amount payable to the first party under paragraph clause 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party’s 's Transaction Exposures plus any amount payable to the other party under paragraph clause 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time. (d) 4.4. To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to itit or cash amount equivalent to Equivalent Margin Securities has not been paid, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. Notwithstanding the above, BCS is entitled, when calling for a Margin Transfer, to require from the Client to satisfy the Margin Transfer by payment of Cash Margin. (e) 4.5. Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. (f) 4.6. A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this AgreementSection. Interest rate on Cash Margin in respect of the relevant currency shall be determined for each day cash is held by the transferee (and if it is not a Business Day, for the Business Day immediately preceding such day) as follows, unless agreed between the parties otherwise in writing prior to the payment of the relevant Cash Margin: (a) For USD, the overnight Federal Funds Effective Rate as reported under column EFF on Bloomberg Page ‘FEDL01’. (b) For EUR, the overnight rate as published by the European Central Bank and reported on Bloomberg page ‘EONIA Index’. (c) For GBP, the XXXXX rate appearing opposite XXXXX/N as reported on Bloomberg page ‘SONIO Index’. (d) For RUB, the MOSPRIME overnight rate as reported on Bloomberg page ‘MOSKON Index’. (e) For other currencies not mentioned above in this clause, the interest rate as may be determined by BCS at its sole and absolute discretion.

Margin Maintenance. (a) 4.1. If at any time either party has a Net Exposure (as defined in subparagraph 4.3. below) in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) 4.2. A notice under sub paragraph (a) subparagraph 4.1. above may be given orally or in writing. (c) 4.3. For the purposes of this Agreement Section a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s 's Transaction Exposures plus any amount payable to the first party under paragraph 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party’s 's Transaction Exposures plus any amount payable to the other party under paragraph 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time. (d) 4.4. To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to itit or cash amount equivalent to Equivalent Margin Securities has not been paid, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. (e) 4.5. Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. (f) 4.6. A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this AgreementSection. Interest rate on Cash Margin in respect of the relevant currency and the payment intervals shall be as follows, unless agreed between the parties otherwise in writing prior to the payment of the relevant Cash Margin: (a) For USD, the interest rate will be the rate per annum equal to the overnight Federal Funds Effective Rate for each day cash is held by the transferee as reported, against close of business date, under column EFF on Bloomberg Page “FEDL01”. (b) For EUR, the Interest Rate will be the rate per annum equal to the overnight rate as published by the European Central Bank and reported on Bloomberg page “EONIA Index”, for each day cash is held by the transferee. (c) For GBP, the XXXXX rate appearing opposite XXXXX/N as reported on Bloomberg page “SONIO Index”, on such day if it is a London banking day, otherwise on the London banking day immediately proceeding such day. 4.7. Where the Seller or the Buyer becomes obliged under subparagraph 4.1. above to make a Margin Transfer, it shall transfer Cash Margin or Margin Securities or Equivalent Margin Securities within the following delivery periods, unless otherwise agreed: (a) in respect of Cash Margin, by the end of the same Business Day if notice is given prior to noon, i.e. 12 PM (Moscow time); or (b) by the end of the next Business Day, if notice is given after noon, i.e. 12 PM (Moscow time). 4.8. Where a party (the ‘Transferor’) becomes obliged to transfer Equivalent Margin Securities and, having made all reasonable efforts to do so, is, for any reason relating to the Securities or the clearing system through which the Securities are to be transferred, unable to transfer Equivalent Margin Securities then the Transferor shall immediately pay to the other party Cash Margin at least equal to the Market Value of such Equivalent Margin Securities. 4.9. The parties may agree that, with respect to any Transaction, the provisions of subparagraphs 4.1. to 4.8. above shall not apply but instead that margin may be provided separately in respect of that Transaction in which case - i. that Transaction shall not be taken into account when calculating whether either party has a Net Exposure; ii. margin shall be provided in respect of that Transaction in such manner as the parties may agree; and iii. margin provided in respect of that Transaction shall not be taken into account for the purposes of subparagraphs 4.1. to 4.8. above. 4.10. If the parties agree that a Buy/Sell Back Transaction is to be repriced in accordance with subparagraph 4.9. above, 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. 4.11. The parties may agree that any Net Exposure which may arise shall be eliminated not by Margin Transfers under the preceding provisions of this paragraph but by the repricing of Transactions under subparagraph 4.12. below, the adjustment of Transactions under subparagraph 4.13. below or a combination of both these methods. 4.12. Where the parties agree that a Transaction is to be repriced under this subparagraph, such repricing shall be effected as follows: i. the Repurchase Date under the relevant Transaction (the ‘Original Transaction’) shall be deemed to occur on the date on which the repricing is to be effected (the ‘Repricing Date’); ii. the parties shall be deemed to have entered into a new Transaction (the ‘Repriced Transaction’) on the terms set out in (iii) to (vi) below; iii. the Purchased Securities under the Repriced Transaction shall be Securities equivalent to the Purchased Securities under the Original Transaction; iv. the Purchase Date under the Repriced Transaction shall be the Repricing Date; v. the Purchase Price under the Repriced Transaction shall be such amount as shall, when multiplied by the Margin Ratio applicable to the Original Transaction, be equal to the Market Value of such Securities on the Repricing Date; vi. the Repurchase Date, the Pricing Rate, the Margin Ratio and, subject as aforesaid, the other terms of the Repriced Transaction shall be identical to those of the Original Transaction; vii. the obligations of the parties with respect to the delivery of the Purchased Securities and the payment of the Purchase Price under the Repriced Transaction shall be set off against their obligations with respect to the delivery of Equivalent Securities and payment of the Repurchase Price under the Original Transaction and accordingly only a net cash sum shall be paid by one party to the other. Such net cash sum shall be paid within the minimum period specified in subparagraph 4.7. above. 4.13. The adjustment of a Transaction (the ‘Original Transaction’) under this subparagraph shall be effected by the parties agreeing that on the date on which the adjustment is to be made (the ‘Adjustment Date’) the Original Transaction shall be terminated and they shall enter into a new Transaction (the ‘Replacement Transaction’) in accordance with the following provisions: i. the Original Transaction shall be terminated on the Adjustment Date on such terms as the parties shall agree on or before the Adjustment Date; ii. the Purchased Securities under the Replacement Transaction shall be such Securities as the parties shall agree on or before the Adjustment Date (being Securities the aggregate Market Value of which at the Adjustment Date is substantially equal to the Repurchase Price under the Original Transaction at the Adjustment Date multiplied by the Margin Ratio applicable to the Original Transaction); iii. the Purchase Date under the Replacement Transaction shall be the Adjustment Date; iv. the other terms of the Replacement Transaction shall be such as the parties shall agree on or before the Adjustment Date; and v. the obligations of the parties with respect to payment and delivery of Securities on the Adjustment Date under the Original Transaction and the Replacement Transaction shall be settled in accordance with paragraph 6 within the minimum period specified in subparagraph 4.7. above. 4.14. If the Haircut Level with respect to the obligations of the Client under any Transaction becomes lower than the minimal Haircut Level, as specified in the relevant Confirmation, paragraph 16.2. of the Section A: General Terms shall apply.

Margin Maintenance. (a) If at any time either party has a Net Exposure in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) A notice under sub sub-paragraph (a) above may be given orally or in writing. (c) For the purposes of this Agreement a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s Transaction Exposures plus any amount payable to the first party under paragraph 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party’s Transaction Exposures plus any amount payable to the other party under paragraph 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time. (d) To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to it, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. (e) Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. (f) A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this Agreement. October 2000 7 (g) Where Seller or Buyer becomes obliged under sub-paragraph (a) above to make a Margin Transfer, it shall transfer Cash Margin or Margin Securities or Equivalent Margin Securities within the minimum period specified in Annex I hereto or, if no period is there specified, such minimum period as is customarily required for the settlement or delivery of money, Margin Securities or Equivalent Margin Securities of the relevant kind. (h) The parties may agree that, with respect to any Transaction, the provisions of subparagraphs (a) to (g) above shall not apply but instead that margin may be provided separately in respect of that Transaction in which case - (i) that Transaction shall not be taken into account when calculating whether either party has a Net Exposure; (ii) margin shall be provided in respect of that Transaction in such manner as the parties may agree; and (iii) margin provided in respect of that Transaction shall not be taken into account for the purposes of sub-paragraphs (a) to (g) above. (i) The parties may agree that any Net Exposure which may arise shall be eliminated not by Margin Transfers under the preceding provisions of this paragraph but by the repricing of Transactions under sub-paragraph (j) below, the adjustment of Transactions under sub-paragraph (k) below or a combination of both these methods. (j) Where the parties agree that a Transaction is to be repriced under this sub-paragraph, such repricing shall be effected as follows - (i) the Repurchase Date under the relevant Transaction (the “original Transaction”) shall be deemed to occur on the date on which the repricing is to be effected (the “Repricing Date”); (ii) the parties shall be deemed to have entered into a new Transaction (the “Repriced Transaction”) on the terms set out in (iii) to (vi) below; (iii) the Purchased Securities under the Repriced Transaction shall be Securities equivalent to the Purchased Securities under the Original Transaction; (iv) the Purchase Date under the Repriced Transaction shall be the Repricing Date; (v) the Purchase Price under the Repriced Transaction shall be such amount as shall, when multiplied by the Margin Ratio applicable to the Original Transaction, be equal to the Market Value of such Securities on the Repricing Date; (vi) the Repurchase Date, the Pricing Rate, the Margin Ratio and, subject as aforesaid, the other terms of the Repriced Transaction shall be identical to those of the Original Transaction; (vii) the obligations of the parties with respect to the delivery of the Purchased Securities and the payment of the Purchase Price under the Repriced Transaction shall be set off against their obligations with respect to the delivery of Equivalent Securities and payment of the Repurchase Price under the Original Transaction and accordingly only a net cash sum shall be paid by one party to the other. Such net cash sum shall be paid within the period specified in sub-paragraph (g) above. October 2000 8 (k) The adjustment of a Transaction (the “Original Transaction”) under this sub-paragraph shall be effected by the parties agreeing that on the date on which the adjustment is to be made (the “Adjustment Date”) the Original Transaction shall be terminated and they shall enter into a new Transaction (the “Replacement Transaction”) in accordance with the following provisions - (i) the Original Transaction shall be terminated on the Adjustment Date on such terms as the parties shall agree on or before the Adjustment Date; (ii) the Purchased Securities under the Replacement Transaction shall be such Securities as the parties shall agree on or before the Adjustment Date (being Securities the aggregate Market Value of which at the Adjustment Date is substantially equal to the Repurchase Price under the Original Transaction at the Adjustment Date multiplied by the Margin Ratio applicable to the Original Transaction); (iii) the Purchase Date under the Replacement Transaction shall be the Adjustment Date; (iv) the other terms of the Replacement Transaction shall be such as the parties shall agree on or before the Adjustment Date; and (v) the obligations of the parties with respect to payment and delivery of Securities on the Adjustment Date under the Original Transaction and the Replacement Transaction shall be settled in accordance with paragraph 6 within the minimum period specified in sub-paragraph (g) above.

Margin Maintenance. (a) 4.1. If at any time either party has a Net Exposure (as defined in clause 4.3. below) in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) 4.2. A notice under sub paragraph (a) clause 4.1. above may be given orally or in writing. (c) 4.3. For the purposes of this Agreement Section a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s 's Transaction Exposures plus any amount payable to the first party under paragraph clause 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party’s 's Transaction Exposures plus any amount payable to the other party under paragraph clause 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time. (d) 4.4. To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to itit or cash amount equivalent to Equivalent Margin Securities has not been paid, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. Notwithstanding the above, BCS is entitled, when calling for a Margin Transfer, to require from the Client to satisfy the Margin Transfer by payment of Cash Margin. (e) 4.5. Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. (f) 4.6. A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this AgreementSection. Interest rate on Cash Margin in respect of the relevant currency shall be determined for each day cash is held by the transferee (and if it is not a Business Day, for the Business Day immediately preceding such day) as follows, unless agreed between the parties otherwise in writing prior to the payment of the relevant Cash Margin: (a) For USD, the overnight Federal Funds Effective Rate as reported under column EFF on Bloomberg Page ‘FEDL01’. (b) For EUR, the overnight rate as published by the European Central Bank and reported on Bloomberg page ‘EONIA Index’. (c) For GBP, the XXXXX rate appearing opposite SONIO/N as reported on Bloomberg page ‘SONIO Index’. (d) For RUB, the MOSPRIME overnight rate as reported on Bloomberg page ‘MOSKON Index’. (e) For other currencies not mentioned above in this clause, the interest rate as may be determined by BCS at its sole and absolute discretion.

Margin Maintenance. (a) If at any time either party has a Net Exposure in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure.; (b) A notice under sub sub-paragraph (a) above may be given orally or in writing.; (c) For the purposes purpose of this Agreement a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s Transaction Exposures plus any amount payable to the first party under paragraph 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party’s Transaction Exposures plus any amount payable to the other party under paragraph 5 but unpaid less the amount of any the Net Margin provided to the other party; party and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time.; (d) To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to it, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer.; (e) Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree.Currency; (f) A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest profit or return at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this Agreement.;

Margin Maintenance. (a) If at any time either party has a Net Exposure in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) A notice under sub sub-paragraph (a) above may be given orally or in writing. (c) For the purposes of this Agreement a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s 's Transaction Exposures plus any amount payable to the first party under paragraph 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party’s 's Transaction Exposures plus any amount payable to the other party under paragraph 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time. (d) To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to it, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. (e) Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. (f) A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I 2 hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this Agreement.

Margin Maintenance. (a) 4.1. If at any time either party has a Net Exposure in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) 4.2. A notice under sub sub-paragraph (a) 4.1 above may be given orally or in writing. (c) 4.3. For the purposes of this Agreement a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s 's Transaction Exposures plus any amount payable to the first party under paragraph 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party’s 's Transaction Exposures plus any amount payable to the other party under paragraph 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time. (d) 4.4. To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to it, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. (e) 4.5. Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. (f) 4.6. A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this Agreement.

Margin Maintenance. (a) If at any time either party has a Net Exposure in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) A notice under sub sub-paragraph (a) above may be given orally or in writing. (c) For the purposes of this Agreement a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s Transaction Exposures plus any amount payable to the first party under paragraph 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all aLl the other party’s Transaction Exposures plus any amount payable to the other party under paragraph 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time. (d) To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to it, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. (e) Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. (f) A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this Agreement.

Margin Maintenance. (a) If at any time either party has a Net Exposure in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) A notice under sub sub-paragraph (a) above may be given orally or in writing. (c) For the purposes of this Agreement a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s Transaction Exposures plus any amount payable to the first party under paragraph 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party’s Transaction Exposures plus any amount payable to the other party under paragraph 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time. (d) To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to it, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer. (e) Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree. (f) A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this Agreement. (g) Where Seller or Buyer becomes obliged under sub-paragraph (a) above to make a Margin Transfer, it shall transfer Cash Margin or Margin Securities or Equivalent Margin Securities within the minimum period specified in Annex I or, if no period is there specified, such minimum period as is customarily required for the settlement or delivery of money, Margin Securities or Equivalent Margin Securities of the relevant kind. (h) The parties may agree that, with respect to any Transaction, the provisions of sub-paragraphs (a) to (g) above shall not apply but instead that margin may be provided separately in respect of that Transaction in which case - (i) that Transaction shall not be taken into account when calculating whether either party has a Net Exposure; (ii) margin shall be provided in respect of that Transaction in such manner as the parties may agree; and (iii) margin provided in respect of that Transaction shall not be taken into account for the purposes of sub-paragraphs (a) to (g) above. (i) The parties may agree that any Net Exposure which may arise shall be eliminated not by Margin Transfers under the preceding provisions of this paragraph but by the repricing of Transactions under sub-paragraph (j) below, the adjustment of Transactions under sub-paragraph (k) below or a combination of both these methods. (j) Where the parties agree that a Transaction is to be repriced under this sub-paragraph, such repricing shall be effected as follows - (i) the Repurchase Date under the relevant Transaction (the “Original Transaction”) shall be deemed to occur on the date on which the repricing is to be effected (the “Repricing Date”); (ii) the parties shall be deemed to have entered into a new Transaction (the “Repriced Transaction”) on the terms set out in (iii) to (vi) below; (iii) the Purchased Securities under the Repriced Transaction shall be Securities equivalent to the Purchased Securities under the Original Transaction; (iv) the Purchase Date under the Repriced Transaction shall be the Repricing Date; (v) the Purchase Price under the Repriced Transaction shall be such amount as shall, when multiplied by the Margin Ratio applicable to the Original Transaction, be equal to the Market Value of such Securities on the Repricing Date; (vi) the Repurchase Date, the Pricing Rate, the Margin Ratio and, subject as aforesaid, the other terms of the Repriced Transaction shall be identical to those of the Original Transaction; (vii) the obligations of the parties with respect to the delivery of the Purchased Securities and the payment of the Purchase Price under the Repriced Transaction shall be set off against their obligations with respect to the delivery of Equivalent Securities and payment of the Repurchase Price under the Original Transaction and accordingly only a net cash sum shall be paid by one party to the other. Such net cash sum shall be paid within the period specified in sub-paragraph (g) above. (k) The adjustment of a Transaction (the “Original Transaction”) under this sub-paragraph shall be effected by the parties agreeing that on the date on which the adjustment is to be made (the “Adjustment Date”) the Original Transaction shall be terminated and they shall enter into a new Transaction (the “Replacement Transaction”) in accordance with the following provisions- (i) the Original Transaction shall be terminated on the Adjustment Date on such terms as the parties shall agree on or before the Adjustment Date; (ii) the Purchased Securities under the Replacement Transaction shall be such Securities as the parties shall agree on or before the Adjustment Date (being Securities the aggregate Market Value of which at the Adjustment Date is substantially equal to the Repurchase Price under the Original Transaction at the Adjustment Date multiplied by the Margin Ratio applicable to the Original Transaction); (iii) the Purchase Date under the Replacement Transaction shall be the Adjustment Date; (iv) the other terms of the Replacement Transaction shall be such as the parties shall agree on or before the Adjustment Date; and (v) the obligations of the parties with respect to payment and delivery of Securities on the Adjustment Date under the Original Transaction and the Replacement Transaction shall be settled in accordance with paragraph 6 within the minimum period specified in sub-paragraph (g) above.