Deutsche Bank AC

Deutsche Bank AC BOND THE AS MA IATI RKET SOC ON The Bond Market Association New York • Washington • London www.bondmarkets.com International Securities Market Association Rigistrasse 60. P.O. Box 169. CH-8033 Zurich www.isma.org 2000 VERSION TBMAASMA GLOBAL MASTER REPURCHASE AGREEMENT Dated as of.lanuaci 7,2015 Between: DEUTSCHE BANK AG ("a" A") and SOUTIIERN FINANCIAL LLC (ta*. B") I. Applicability (a) From time to time the parties hereto may enter into transactions in which one party, acting through a Designated Office. (-Sake-) agrees to sell to the other. acting through a Designated Office. ("Buyer") securities and financial instruments (-Securities") (subject to paragraph 1(c). other than equities and Net Paying Securities) against the payment of the purchase price by Buyer to Seller, with a simultaneous agreement by Buyer to sell to Seller Securities equivalent to such Securities at a date certain or on demand against the payment of the repurchase price by Seller to Buyer. Each such transaction (which may be a repurchase transaction ("Repurchase Transaction") or a buy and sell back transaction ("Buy/Sell Back Transaction") shall be referred to herein as a "Transaction" and shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex I hereto, unless otherwise agreed in writing. (c) If this Agreement may be applied to - (b) (i) Buy/Sell Back Transactions. this shall be specified in Annex I hereto, and the provisions of the Buy/Sell Back Annex shall apply to such Buy/Sell Back Transactions; (ii) Net Paying Securities, this shall be specified in Annex I hereto and the provisions of Annex I. paragraph I (b) shall apply to Transactions involving Net Paying Securities. (d) If Transactions are to be effected under this Agreement by either pany as an agent, this shall be specified in Annex I hereto, and the provisions of the Agency Annex shall apply to such Agency transactions. 2. Definitions Confidential CONFIDENTIAL - PURSUANT TO FED. R CRIM. P. 6(e) atatatg859 EFTA_000 19729 EFTA00169456 (a) "Act of Insolvency" shall occur with respect to any party hereto upon - its making a general assignment for the benefit of. entering into a reorganisation, arrangement, or composition with creditors: or (ii) its admitting in writing that it is unable to pay its debts as they become due; or 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 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 procceding. in respect of which no such 30 day period shall apply) not having been stayed or dismissed within 30 days of its filing; or 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 pmpeny: or (v)) the convening of any meeting of its creditors for the purposes of considering a voluntary arrangement as referred to in section 3 of the Insolvency Act 1984 (or any analogous proceeding): (b) - Agency Transaction". the meaning specified hi paragraph I of the Agency Annex: (e) "Appropriate Market'. the meaning specified in paragraph 10: (d) "Bast Currency ". the cement" indicated in Annex I hereto: (e) "Business Day- - (iv) (i) in relation to the settlement of any Transaction which is to be settled through Clearsueam or Euroclear. a day on which Clearstream or, as the case may he, Eurnclear is open to settle business in the currency in which the Purchase Price and the Repurchase Price arc denominated: (ii) in relation to the settlement of any Transaction which is to be settled through a settlement system other than Clearstrcam or tiuroclear, a day on which that settlement system is open to settle such Transaction: in relation to any denser) of Securities not falling within (i) or (ii) above, a day on which banks arc 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. n day other than ■ 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 ease of a payment in curo, a day on which TARGET operates): "Cash Margin", a cash sum paid to Buyer or Seller in accordance with paragraph 4; -Clearstream". ekarstream Banking. societe anonyme. (previously Cedelbank) or any successor thereto: "Confirmation", the meaning specified in paragraph 3(b); "Contractual Currency". the meaning specified in paragraph 7(a): "Defaulting Party'. t he meaning specified in paragraph to: Confidential CONFIDENTIAL — PURSUANT TO FED. R CRIM. P. 6(e) WA-93M88 60 EFTA_000 19730 EFTA00169457 (k) - Default Market Value", the meaning specified in paragraph ID: (I) -Default Notice", a written notice served by the non.Defaulting Party on the Defaulting Party under paragraph It) stating that an event shall be treated as an Event of Default for the purposes of this Agreement; (ml "Default Valuation Notice". the meaning specified in paragraph 10: (n) - Default Valuation Time-. the meaning specified in paragraph 10: (o) "Deliverable Securities", the meaning specified in paragraph 10: (p) "Designated Office". with respect to a party, a branch or office of that party which is specified as such in Annex I hereto or such other branch or office as nun be agreed to by the panics: (q) "Distributions", the meaning specified in subparagraph (w) below: "Equivalent Margin Securities", Securities equivalent to Securities previously transferred as Margin Securities: (s) "Equivalent Securities", with respect to a Transaction, Securities equivalent to Purchased Securities under that Transaction. If and to the extent that such Purchased Securities have been redeemed. the expression shall mean a sum of money equivalent to the proceeds of the redemption; (t) Securities are "equivalent to" other Securities for the purposes of this Agreement if they are: (i) of the same issuer: (ii) pact of the same issue: and (iii) of an identical type, nominal value. description and (except where otherwise stated) amount as those other Securities, provided that - (A) Securities will be equivalent to other Securities notwithstanding that those Securities have been redenominated into cum or that the nominal value of those Securities has changed in connection with such redenomination: and (3) where Securities have been converted, subdivided or consolidated or have become the subject of a takeover or the holders of Securities have become entitled to receive or acquire other Securities or other property or the Securities have become subject to any similar event, the expression "equivalent to" shall mean Securities equivalent to (as defined in the provisions of this definition preceding the proviso) the original Securities together with or replaced by a sum of money or Securities or other property equivalent to (as so defined) that receivable by holders of such original Securities resulting from such event; (u) "Eurockar". Morgan Guaranty Trust Company of New York, Brussels office.. as operator of the Eurockar System: (v) "Event of Defauh". the meaning specified in paragraph I0; (w) income", with respect to any Security at any lime, all interest, dividends or other distributions thereon. but excluding distributions which are a payment or repayment of principal in respect of the relevant securities (-Distributions—ft (x) "Income Payment Date, with respect to any Securities, the date on which Income is paid in respect of such Securities or. in the case of registered Securities, the date by reference to which particular registered holden are identified as being entitled to payment of Income: "LIBOR", in relation to any sum in any currency, the one month London Inter Bank Offered Rate in respect of that currency as quoted on page 3750 on the Bridge Telerate Service (or such other page as may %place page 3750 on that service) as of 11:00 London time, on the date on which it is to be determined: (7) "Margin Ratio". with respect to a Transaction. the Market Value of the Purchased Securities at the time when the Transaction was entered into divided by the Purchase Price (and so that, where a Transaction 3 Confidential CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) SLINObgb861 EFTA_00019731 EFTA00169458 relates to Securities of different descriptions and the Purchase Pnce is apportioned by the panics among Purchased Securities of each such description. a separate Margin Ratio shalt apply in respect of Securities of each such description), or such other proportion as the parties may' agree with respect to that Transaction: fan) (bb) (cc) "Margin Securities", in relation to a Margin Transfer. Securities reasonably acceptable to the party calling for such Margin Transfer; "Margin Transfer", any. or any combination of, the payment or repayment of Cash Margin and the transfer of Margin Securities or Equivalent Margin Securities: - Market Value". with respect to any Securities as of any time on any date, the price for such Securities at such time on such date obtained from a generally recognised source agreed to by the parties (and where different prices are obtained for different delivery dates, the price so obtainable for the earliest available such delivery date) (provided that the price of Securities that are suspended shall (for the purposes of paragraph 4) be nil unless the panics otherwise agree and (for all other purposes) shall be the price of those Securities as of close of business on the dealing day in the relevant market last preceding the dale of suspension) plus the aggregate amount of Income which, as of such date, has accrued but not yet been paid in respect of the Securities to the extent not included in such price as of such date, and for these purposes any sum in a currency other than the Contractual Currency for the Transaction in question shall be converted into such Contractual Currency at the Spot Rate prevailing at the relevant time; (dd) "Net Exposure". the meaning specified in paragraph 4(e); (CC) (n) the -Net Margin" provided to a party at any time, the excess (if any) at that time of (i) the sum of the amount of Cash Margin paid to that party (including seemed interest on such Cash Margin which has not been paid to the other party) and the Market Value of Margin Securities transferred to that party under paragraph 4(a) (excluding any Cash Margin which has been repaid to the other party and any Margin Securities in rasped of which Equivalent Margin Securities have been transferred to the other party) over (ii) the sum of the amount of Cash Margin paid to the other party (including accrued interest on such Cash Margin which has not been paid by the other party) and the Market Value of Margin Securities transferred to the other party under paragraph 4(a) (excluding any Cash Margin which has been repaid by the other party and any Margin Securities in respect of which Equivalent Margin Securities hate been transferred by the other party) and for this purpose any amounts not denominated in the Base Currency shall he convened into the Base Currency at the Spot Rate prevailing at the relevant time: "Net Paying Securities", Securities which are of a kind such that, were they to be the subject of a Transaction to which paragraph 5 applies, any payment made by Buyer under paragraph 5 would be one in respect of which either Buyer would or might be required to make a withholding or deduction for or on account of taxes or duties or Seller might be required to make or account for a payment for or on account of taxes or duties (in each case other than tax on overall net income) by reference to such payment (gg) "Net Value", the meaning specified in paragraph 10; (AA) "New Purchased Securities", the meaning specified in paragraph 8(a): (ii) "Price Differential", with respect to any Transaction as of any date. the aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction (on a 360 day basis or 365 day basis in accordance with the applicable ISMA convention, unless othenvise agreed between the parties for the Transaction), for the actual number of days during the period commencing on (and including) the Purchase Date fin such Transaction and ending on (but excluding) the date of calculation or, if earlier, the Repurchase Dale; nil "Pricing Rate", with respect to any Transaction. the per annum percentage rate ha calculation of the Price Differential agreed to by Buyer and Seller in relation to that Transaction: 4 Confidential CONFIDENTIAL — PURSUANT TO FED. R CRIM. P. 6(e) hleAtga3862 EFTA_000 19732 EFTA00169459 (kk) "Purchase Date". with respect to any Transaction. the date on which Purchased Securities are to he sold by Seller to Buyer in relation to that Transaction: III) -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 rupxx.t 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: (00) "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: (9q) (rr) "Special Default Notice". the meaning specified in paragraph 14: "Spot Rate", w here an amount in one currency is to be converted into a second currency on any date, unless the panics 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: (uu) "Term-, with respect to any Transaction, the interval of time commencing with the Purchase Date and ending with the Repurchase Date: - 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 30), 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 Dale (or. if later. the date on which Equivalent Securities are 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 applicabk 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 IS. references in this Agreement to "written" communications and communications "in writing" include communications made through any electronic system agreed between the panics 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. CR/M. P. 6(e) %S -am EFTA_000 19733 EFTA00169460 The Confirmation shall describe the Purchased Securities (including CUSIP or ISIN or other identifying number or numbers. ifany), identify Buyer and Seller and set forth (I) the Purchase Date; (ii) the Purchase Price; (ill) the Repurchase Date, unless the Transaction is to be terminable on demand (in which case the Confirmation shall state that it is terminable on demand); (iv) the Pricing Rate applicable to the Transaction; (v) in respect of each party the details of the bank accounthl to which payments to be made hereunder arc to be credited; (vi) where the Buy/Sell Back Annex applies, whether the Transaction is a Repurchase Transaction or a Buy/Sell Back Transaction: (vii) where the Agency Annex applies, whether the Transaction is an Agency Transaction and, if so, the identity of the party which is acting as agent and the name. code or identifier of the Principal: and (viii) any additional terms or conditions of the Transaction; and may be in the form of Annex II hereto or may be in any other form to which the panics agree. The Confirmation relating to a Transaction shall, together with this Agreement. constitute prima facie evidence of the terms agreed between Buyer and Seller for that Transaction, unless objection is made with respect to the Confirmation promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, the Confirmation shall prevail in respect of that Transaction and those terms only. (c) On the Purchase Date for a Transaction, Seller shall transfer the Purchased Securities to Buyer or its agent against the payment of the Purchase Price by Buyer. (d) Termination of a Transaction will be effected, in the case of on demand Transactions, on the date specified for "Termination in such demand, and, in the case of fixed term Transactions, on the date fixed for Termination. (e) In the case of on demand Transactions, demand for Termination shall be made by Buyer or Seller, by telephone or otherwise. and shall provide for Termination to occur after not less than the minimum period as is customarily required for the settlement or delivery of money or Equivalent Securities of the relevant kind. On the Repurchase Date. Buyer shall transfer to Seller or its agent Equivalent Securities against the payment of the Repurchase Price by Seller (less any amount then payable and unpaid by Buyer to Seller pursuant to paragraph 5). 4. Margin Maintenance (al 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. ftal A notice under subparagraph (a) above may be given orally or in writing. (e) 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 pany'sTransaction 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 part) under paragraph 5 but unpaid less the amount of any Net Margin provided to the other pan): 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. To the extent that a part) 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 pan) shall be entitled to require that such Margin Transfer be satisfied first by (dl 6 Confidential CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) 93%93M1864 EFTA_000 19734 EFTA00169461 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. ff) A payment of Cash Margin stall 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 eunency or otherwise agreed between the panics. and shall be repayable subject to the terms of this Agreement. (g) Where Seller or Buyer becomes obliged under subparagraph (al 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. 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 — 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 (i) (iii) margin provided in tv,yect of that Transaction shall not be taken into account for the purposes of subparagraphs (a) to (g) above. 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 (j) below, the adjustment of Transactions under subparagraph (k) below or a combination of both these methods. 0) Where the parties agree that a Transaction is to be repriced under this subparagraph. such repricing shall be effected as follows • 6) the Repurchase l)ate under the relevant Transaction (the 'Original Transaction") shall be deemed to occur on the date on whist the repricing is to be effected (the "Repricing Date.); (ii) the panics 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; (h) 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 he 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 he paid within the period specified in subparagraph (g) above. (k) 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 ()ate") 7 Confidential CONFIDENTIAL — PURSUANT TO FED. R GRIM. P. 6(e) V.03Sa-bRi865 EFTA 00019735 EFTA00169462 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 panics shall agree on or before the Adjustment Date; and (v) the obligations of the panics 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 (g) above. S. Income Payments Unless otherwise agreed (i) where the Term of a particular Transaction extends over an Income Payment Date in respect of any Securities subject to that Transaction. Buyer shall on the date such Income is paid by the issuer transfer to or credit to the account of Seller an amount equal to (and in the same currency as) the amount paid by the issuer; where Margin Securities are transferred from one party ("the first party") to the other party (-the second party") and an Income Payment Date in respect of such Securities occurs before Equivalent Margin Securities are transferred by the second party to the first party, the second party shall on the date such Income is paid by the issuer transfer to or credit to the account of the first party an amount equal to (and in the same currency as) the amount paid by the issuer: and for the avoidance of doubt references in this paragraph to the amount of any Income paid by the issuer of any Securities shall be to an amount paid without any withholding or deduction for or on account of taxes or duties notwithstanding that a payment of such Income made in certain circumstances may be subject to such a withholding or deduction. 6. Payment and Transfer (a) Unless otherwise agreed. all money paid hereunder shall be in immediately available freely convertible funds of the relevant currency. All Securities to be transferred hereunder (i) shall be in suitable form for transfer and shall be accompanied by duly executed instruments of transfer or assignment in blank (where required for transfer) and such other documentation as the transferee may reasonably request, or (ii) shall be transferred through the book entry system of Euroclear or Clearstream. or (iii) shall be transferred through any other agreed securities clearance system or (iv) shall be transferred by any other method mutually acceptable to Seller and Buyer. (b) Unless otherwise agreed, all money payable by one party to the other in respect of any Transaction shall be paid free and clear of. and without withholding or deduction for, any taxes or duties of whatsoever nature imposed. levied. collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such taxes or duties is required by law. In that event. unless otherwise agreed. the paying party shall pay such additional amounts as will result in the net amounts receivable by the other party (after taking account of such withholding or deduction) being equal to such amounts as would have been received by it had no such taxes or duties been required to be withheld or deducted. Unless otherwise agreed in wilting between the panics. under each Transaction transfer of Purchased Securities by Seller and payment of Purchase Price by Buyer against the transfer of such Purchased Securities shall be made simultaneously and transfer of Equivalent Securities by Buyer and payment of Repurchase Price payable by Seller against the transfer of such Equivalent Securities shall be made simultaneously. (c) g Confidential CONFIDENTIAL — PURSUANT TO FED. R CRIM. P. 6(e) 93SWA8866 EFTA_000 19736 EFTA00169463 (d) (e) Subject to and without prejudice to the provisions of subparagraph 6(c). either party may from time to time in accordance with market practice and in recognition of the practical difficulties in arranging simultaneous delivery of Securities and money waive in relation to any Transaction its rights under this Agreement to receive simultaneous transfer and/or payment provided that transfer and/or payment shall, notwithstanding such waiver. be made on the same day and provided also that no such waiver in respect of one Transaction shall affect or bind it in respect of any other Transaction. The parties shall execute and deliver all necessary documents and take all necessary steps to procure that all right, titk and interest in any Purchased Securities, any Equivalent Securities, any Margin Securities and any Equivalent Margin Securities shall pass to the party to which transfer is being made upon transfer of the same in accordance with this Agreement, free from all liens, claims, charges and encumbrances. 10 Notwithstanding the use of expressions such as "Repurchase Date"• "Repurchase Price... "margin... "Net Margin", "Margin Ratio" and "substitution-, which are used to reflect terminology used in the market for transactions of the kind provided for in this Agreement, all right, title and interest in and to Securities and money transferred or paid under this Agreement shall pass to the transferee upon transfer or payment, the obligation of the party receiving Purchased Securities or Margin Securities being an obligation to transfer Equivalent Securities or Equivalent Margin Securities. (g) Timc shall be of the essence in this Agreement. (h) Subject to paragraph 10, all amounts in the same currency payable by each party to the other under any Transaction or otherwise under this Agreement on the samc date shall be combined in a single calculation of a net sum payable by one party to the other and the obligation to pay that sum shall be the only obligation of either party in respect of those amounts. (i) Subject to paragraph 10, all Securities of the same issue. denomination, currency and series, transferable by each party to the other under any Transaction or hereunder on the same date shall be combined in a single calculation of a net quantity of Securities transferable by one party to the other and the obligation to transfer the net quantity of Securities shall be the only obligation of either party in respect of the Securities so transferable and receivable. 0) If the parties have specified in Annex I hereto that this paragraph 6(j) shall apply, each obligation of a party under this Agreement (other than an obligation arising under paragraph 10) is subject to the condition precedent that none of those events specified in paragraph 10(a) which are identified in Annex I hereto for the purposes of this paragraph 6(j) (being events which, upon the serving of a Default Notice, would be an Event of Default with respect to the other party) shall have occurred and be continuing with respect to the other party. 7. Contractual Currency (a) (b) All the payments made in respect of the Purchase Price or the Repurchase Price of any Transaction shall be made in the currency of the Purchase Price (the "Contractual Currency-) save as provided in paragraph 10(efiii). Notwithstanding the foregoing. the payee of any money may. at its option, accept tender thereof in any other currency. provided, however, that, to the extent permitted by applicable law. the obligation of the payer to pay such money will be discharged only to the extent of the amount of the Contractual Currency that such payee may. consistent with normal banking procedures. purchase with such other currency (after deduction of any premium and costs of exchange) for delivery within the customary delivery period for spot transactions in respect of the relevant currency. If for any reason the amount in the Contractual Currency received by a party, including amounts received after conversion of any recovery under any judgment or order expressed in a currency other than the Contractual Currency, falls short of the amount in the Contractual Currency due and payable. the party required to make the payment will, as a separate and independent obligation, to the extent permittcd by applicable law, immediately transfer such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. (c) If for any reason the amount in the Contractual Currency received by a party exceeds the amount of the Contractual Currency due and payable, the party receiving the transfer will refund promptly the amount of such excess. 9 Confidential CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) Watina867 EFTA_000 19737 EFTA00169464 Substitution (a) A Transaction may at any time between the Purchase Date and Repurchase Date, if Seller so requests and Buyer so agrees. be varied by the transfer by Buyer to Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by Seller to Buyer of other Securities of such amount and description as shall be agreed ("New Purchased Securities") (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to Seller). (b) Any variation under subparagraph (a) above shall be effected, subject to paragraph 6(d). by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned. (c) A Transaction which is varied under subparagraph (a) above shall thereafter continue in effect as though the Purchased Securities under that 'transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller. Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time of transfer at least equal to that of such Equivalent Margin Securities. if the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system. as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this subparagraph does not give rise to any net payment of cash by either party to the other. (d) 9. Representations Each party represents and warrants to the other that - (a) it is duly authorised to execute and deliver this Agreement. to enter into the Transactions contemplated hereunder and to perform its obligations hereunder and thereunder and has taken all necessary action to authorise such execution, delivery and performance; (b) it will engage in this Agreement and the 'transactions contemplated hereunder (other than Agency Transactions) as principal: (c) the person signing this Agreement on its behalf is, and any person representing it in entering into a Transaction will be, duly authorised to do so on its behalf: (d) it has obtained all authorisations of any governmental or regulatory body required in connection with this Agreement and the Transactions contemplated hereunder and such authorisations are in full force and effect: (e) the execution, delivery and performance of this Agreement and the Transactions contemplated hereunder will not violate any law, ordinance. charter. by-law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected: (f) it has satisfied itself and will continue to satisfy itself as to the tax implications of the Transactions contemplated hereunder. (g) in connection with this Agreement and each Transaction - (i) unless there is a written agreement with the other party to the contrary. it is not relying on any advice (whether written or oral) of the other party. other than the representations expressly set out in this Agreement: 10 Confidential CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) WANSti8868 EFTA_000 19738 EFTA00169465 (ii) it has made and will make its own decisions regarding the entering into of any Transaction based upon its own judgment and upon advice from such professional advisers as it has deemed it necessary to consult: (iii) it understands the terms, conditions and risks of each Transaction and is willing to assume (financially and otherwise) those risks: and (h) at the time of transfer to the other party of any Securities it will have the full and unqualified right to make such transfer and that upon such transfer of Securities the other party will receive all right, title and interest in and to those Securities free of any lien, claim, charge or encumbrance. On the date on which any Transaction is entered into pursuant hereto, and on each day on which Securities. Equivalent Securities. Margin Securities or Equivalent Margin Securities are to be transferred under any Transaction. Buyer and Seller shall each be deemed to repeat all the foregoing representations. For the avoidance of doubt and notwithstanding any arrangements which Seller or Buyer may have with any third party. each party will be liable as a principal for its obligations under this Agreement and each Transaction. 10. Events of NCNB (a) If any of the following events (each an -Event of Default- ) occurs in relation to either party (the - Defaulting Party-. the other party being the -non-Defaulting Party- ) whether acting as Seller or Buyer (x) Buyer fails to pay the Purchase Price upon the applicable Purchase Date or Seller fails to pay the Repurchase Price upon the applicable Repurchase Date. and the non-Defaulting Party serves a Default Notice on the Defaulting Party: or if the parties have specified in Annex I hereto that this subparagraph shall apply. Seller fails to deliver Purchased Securities on the Purchase Date or Buyer fails to deliver Equivalent Securities on the Repurchase Date. and the non-likfaulting Party serves a Default Notice on the Defaulting Party: or Seller or Buyer fails to pay when due any sum payable under subparagraph (g) or (h) below, and the non-Defaulting Party serves a Default Notice on the Defaulting Party: or Seller or Buyer fails to comply with paragraph 4 and the non-Defaulting Party serves a Default Notice on the Defaulting Party; or Seller or Buyer fails to comply with paragraph 5 and the non-Defaulting Party serves a Default Notice on the Defaulting Party: or an Act of Insolvency occurs with respect to Seller or Buyer and (except in the case of an Act of Insolvency which is the presentation of a petition for winding-up or any analogous proceeding or the appointment of a liquidator or analogous officer of the Defaulting Party in which case no such notice shall be required) the non-Defaulting Party serves a Default Notice on the Defaulting Party: or any representations made by Seller or Buyer are incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, and the non-lkfaulting Party serves a Default Notice on the Defaulting Party: or Seller or Buyer admits to the other that it is unable to, or intends not to. perform any of its obligations hereunder and/or in respect of any Transaction and the non-Defaulting Party serves a Default Notice on the lkfaulting Party; or Seller or Buyer is suspended or expelled from membership of or participation in any securities exchange or association or other self regulating organisation. or suspended from dealing in securities by any government agency. or any of the assets of either Seller or Buyer or the assets of investors held by. or to the order of. Seller or Buyer are transferred or ordered to be transferred to a trustee by a regulatory authority pursuant to any securities regulating legislation and the non-Defaulting Patty serves a Default Notice on the Defaulting Party: or Seller or Buyer fails to perform any other of its obligations hereunder and does not remedy such failure within 30 days after notice is given by the non-Defaulting Party requiring it to do so. and the non-Defaulting Party serves a Default Notice on the Defaulting Party: 11 Confidential CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) WAIS1111169 EFTA_000 19739 EFTA00169466 then subparagraphs (b) to (1) below shall apply. (b) The Repurchase Date for each Transaction hereunder shall be deemed immediately to occur and. subject to the following provisions, all Cash Margin (including interest accrued) shall be immediately repayable and Equivalent Margin Securities shall be immediately deliverable (and so that, where this subparagraph applies, performance of the respective obligations of the panics with respect to the delivery of Securities. the payment of the Repurchase Prices for any Equivalent Securities and the repayment of any Cash Margin shall be effected only in accordance with the provisions of subparagraph (c) below). (c) (i) The Default Market Values of the Equivalent Securities and any Equivalent Margin Securities to be transferred. the amount of any Cash Margin (including the amount of interest accrued) to be transferred and the Repurchase Prices to be paid by each party shall be established by the non-Defaulting Party for all Transactions as at the Repurchase Date; and (ii) on the basis of the sums so established. an account shall be taken (as at the Repurchase Date) of what is due from each party to the other under this Agreement (on the basis that each party's claim against the other in respect of the transfer to it of Equivalent Securities or Equivalent Margin Securities under this Agreement equals the Default Market Value therefor) and the sums due from one party shall be set off against the sums due from the other and only the balance of the account shall be payable (by the party having the claim valued at the lower amount pursuant to the foregoing) and such balance shall be due and payable on the next following Business Day. For the purposes of this calculation, all sums not denominated in the Base Currency shall be convened into the Base Currency on the relevant date at the Spot Rate prevailing at the relevant time. For the purposes of this Agreement, the "Default Market Value" of any Equivalent Securities or Equivalent Margin Securities shall be determined in accordance with subparagraph (e) below, and for this purpose • (i) the "Appropriate Market" means, in relation to Securities of any description, the market which is the most appropriate market for Securities of that description, as determined by the non- Defaulting Party: (ii) the --Default Valuation Time" means, in relation to an Event of Default, the close of business in the Appropriate Market on the fifth dealing day after the day on which that Event of Default occurs or. where that Event of Default is the occurrence of an Act of Insolvency in i‘sis.‘t of which under paragraph 10(a) no notice is required from the non-Defaulting Party in order for such event to constitute an Event of Default, the close of business on the fifth dealing day after the day on which the non-Defaulting Party first became aware of the occurrence of such Event of Default; (iii) "Deliverable Securities" means Equivalent Securities or Equivalent Margin Securities to be delivered by the Defaulting Party: --hlet Value" means at any time, in relation to any Deliverable Securities or Receivable Securities, the amount which, in the reasonable opinion of the non-Defaulting Party, represents their fair market value, having regard to such pricing sources and methods (which may include, without limitation, available prices for Securities with similar maturities. terms and credit characteristics as the relevant Equivalent Securities or Equivalent Margin Securities) as the non-Defaulting Party considers appropriate. less, in the case of Receivable Securities. or plus, on the case of Deliverable Securities, all Transaction Costs which would be incurred in connection with the purchase or sale of such Securities: -'Receivable Securities" means Equivalent Securities or Equivalent Margin Securities to be delivered to the Defaulting Party; and "Transaction Costs" in relation to any transaction contemplated in paragraph 10(d) or (e) means the reasonable costs, commission, fees and expenses (including any mark-up or mark- down) that would be incurred in connection with the purchase of Deliverable Securities or sale of Receivable Scaities, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to can) out the transaction; (d) (iv) (v) (vi) 12 Confidential CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) illNOW8870 EFTA_000 19740 EFTA00169467 If between the occurrence of the relevant Event of Default and the Default Valuation Time the non-Defaulting Parry• gives to the Defaulting Party a written notice (a - Default Valuation Notice- ) which (A) states that, since the occurrence of the relevant Event of Default, the non-Defaulting Party has sold. in the case of Receivable Securities. or purchased. in the ease of Deliverable Securities. Securities which form part of the same issue and arc of an identical type and description as those Equivalent Securities or Equivalent Margin Securities, and that the non-Defaulting Party elects to treat as the Default Market Value - (ace) in the case of Receivable Securities, the net proceeds of such sale after deducting all reasonable costa fees and expenses incurred in connection therewith (provided that, w)sen: the Sec-with!) sold are not identical in amount to the Equivalent Securities or Equivalent Margin Securities, the non-Defaulting Party may either (x) elect to treat such net proceeds of sale divided by the amount of Securities sold and multiplied by the amount of the Equivalent Securities or Equivalent Margin Securities as the Default Market Value or (y) elect to treat such net proceeds of sale of the Equivalent Securities or Equivalent Margin Securities actually sold as the Default Market Value of that proportion of the Equivalent Securities or Equivalent Margin Securities, and, in the case of ty), the Default Market Value of the balance of the Equivalent Securities or Equivalent Margin Securities shall be determined separately in accordance with the provisions of this paragraph 10(e) and accordingly may be the subject of a separate notice (or notices) under this paragraph 10(e)(i)); or (bb) in the case of Deliverable Securities, the aggregate cost of such purchase. including all reasonable costs, fees and expenses incurred in connection therewith (provided that, when: the Securities purchased are not identical in amount to the Equivalent Securities or Equivalent Margin Securities, the non-Defaulting Party may either (x) elect to treat such aggregate cost divided by the amount of Securities sold and multiplied by the amount of the Equivalent Securities or Equivalent Margin Securities as the Default Market Value or (y) elect to treat the aggregate cost of purchasing the Equivalent Securities or Equivalent Margin Securities actually purchased as the Default Market Value of that proportion of the Equivalent Securities or Equivalent Margin Securities, and, in the ease of (y). the l)efault Market Value of the balance of the Equivalent Securities or Equivalent Margin Securities shall be determined separately in accordance with the provisions of this paragraph 10(e) and accordingly may be the subject of a separate notice (or notices) under this paragraph 10(e)(0); (R) states that the non-Defaulting Party has received, in the case of Deliverable Securities, offer quotations or, in the case of Receivable Securities, bid quotations in respect of Securities of the relevant description from two or more market makers or regular dealers in the Appropriate Market in a commercially reasonable size (as doterrnined by the non- Defaulting Party) and specifies - lair) the price or prices quoted by each of them for, in the case of Deliverable Securities, the sale by the relevant market marker or dealer of such Securities or, in the cast of Receivable Securities. the purchase by the relevant market maker or dealer of such Securities; (bb) the Transaction Costs which would be incurred in connection with such a transaction; and (cc) that the non•Defaulting Patty elects to treat the price so quoted (or, where more than one price is so quoted. the arithmetic mean of the prices so quoted). after deducting, in the case of Receivable Securities, or adding, in the case of Deliverable Securities, such Transaction Costs, as the Default Market Value of the relevant Equivalent Securities or Equivalent Margin Securities; or (C) states - Oa) that either (x) acting in good faith, the non-Defaulting Party has endeavoured but been unable to sell or purchase Securities in accordance with subparagraph (0( A) 13 Confidential CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) iiekttaA871 EFTA_00019741 EFTA00169468 above or to obtain quotations in accordance with subparagraph (i)(14) above (or both) or (y) the non-Defaulting Pany has determined that it would not be commercially reasonable to obtain such quotations. or that it would not be commercially reasonable to use any quotations which it has obtained under subparagraph (i)1B) above; and (bb) that the non-Defaulting Party has determined the Net Value of the relevant Equivalent Securities or Equivalent Margin Securities (which shall be specified) and that the non-Defaulting Party elects to treat such Net Value as the Default Market Value of the relevant Equivalent Securities cw Equivalent Margin Securities. then the Default Market Value of the relevant Equivalent Securities or Equivalent Margin Securities shall be an amount equal to the Default Market Value specified in accordance with (A). (BXcc) or. as the case may be. (CXbb) above. (ii) If by the Default Valuation Time the non-Defaulting Party has not given a Default Valuation Notice, the Default Market Value of the relevant Equivalent Securities or Equivalent Margin Securities shall be an amount equal to their Net Value at the Default Valuation Time; provided that, if at the Default Valuation Time the non-Defaulting Party reasonably determines that, owing to circumstances affecting the market in the Equivalent Securities or Equivalent Margin Securities in question, it is not possible for the non-Defaulting Party to determine a Net Value of such Equivalent Securities or Equivalent Margin Securities which is commercially reasonable, the Default Market Value of such Equivalent Securities or Equivalent Margin Securities shall be an amount equal to their Net Value as determined by the non-Defaulting Party as soon as reasonably practicable after the Default Valuation 'Time. The Defaulting Party shall be liable to the non-Defaulting Party for the amount of all reasonable legal and other professional expenses incurred by the non-Defaulting Pany in connection with or as a consequence of an Event of Default, together with interest thereon at LIBOR or. in the case of an expense attributable to a particular Transaction, the Pricing Rate for the relevant Transaction if that Pricing Rate is greater than LIBOR. If Seller fails to deliver Purchased Securities to Buyer on the applicable Purchase Date Buyer may • (i) (ii) if it has paid the Purchase Price to Seller, require Seller immediately to repay the sum so paid: if Buyer has a Transaction Exposure to Seller in respect of the relevant Transaction, require Seller from time to time to pay Cash Margin at least equal to such Transaction Exposure; (iii) at any time while such failure continues, terminate the Transaction by giving written notice to Seller. On such termination the obligations of Seller and Buyer with respect to delivery of Purchased Securities and Equivalent Securities shall terminate and Seller shall pay to Buyer an amount equal to the excess of the Repurchase Price at the date of Termination over the Purchase Price. (h) If Buyer fails to deliver Equivalent Securities to Seller on the applicable Repurchase Date Seller may - (i) if it has paid the Repurchase Price to Buyer. require Buyer immediately to repay the sum so paid: (ii) if Seller has a Transaction Exposure to Buyer in respect of the relevant Transaction, require Buyer from time to time to pay Cash Margin al least equal to such Transaction Exposure; (iii) at any time while such failure continues, by written notice to Buyer declare that that Transaction (but only that Transaction) shall be terminated immediately in accordance with subparagraph (c) above (disregarding for this purpose references in that subparagraph to transfer of Cash Margin and delivery of Equivalent Margin Securities and as if references to the Repurchase Dale were to the date on which notice was given under this subparagraph). (i) The provisions of this Agreement constitute a complete statement of the remedies available to each party in respect of any Event of Default, 14 Confidential CONFIDENTIAL - PURSUANT TO FED R CRIM. P. 6(e) %SIMS 72 EFTA_000 19742 EFTA00169469 Subject to paragraph 10(k). neither party may claim any sum by way of consequential loss or damage in the event of a failure by the other parry to perform any of its obligations under this Agreement. (i) Subject to subparagraph (ii) below, if as a result of a Transaction terminating before its agreed Repurchase l)ate under paragraphs I0(b). I0(gRiii) or lO(h)(iii), the non-Defaulting Party. in the case of paragraph 10(b). Buyer, in the case of paragraph 10(g)(iii), or Seller, in the case of paragraph I 0(h)(iii).(in each case the "first party") incurs any loss or expense in entering into replacement transactions, the other party shall be required to pay to the first party the amount determined by the first party in good faith to be equal to the loss or expense incurred in connection with such replacement transactions (including all fees, costs and other expenses) less the amount of any profit or gain made by that party in connection with such replacement transactions: provided that if that calculation results in a negative number. an amount equal to that number shall be payable by the first party to the other pang. (ii) If the first party reasonably decides, instead of entering into such replacement transactions, to replace or unwind any hedging transactions which the first party entered into in connection with the Transaction so terminating, or to enter into any replacement hedging transactions, the other party shall be required to pay to the first party the amount determined by the first party in good faith to be equal to the loss or expense incurred in connection with entering into such replacement or unwinding (including all fees, costs and other expenses) less the amount of any profit or gain made by that party in connection with such replacement or unwinding: provided that if that calculation results in a negative number, an amount equal to that number shall be payable by the first party to the other party. (I) Each party shall immediately notify the other if an Event of Default, or an event which, upon the serving of a Default Notice, would be an Event of Default, occurs in relation to it. IL Tax Event (a) This paragraph shall apply if either party notifies the other that - (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (regardless of whether such action is taken or brought with respect to a party to this Agreement): or (ii) a change in the fiscal or regulatory regime (including, but not limited to, a change in law or in the general interpretation of law but excluding any change in any rate of tax). has or will, in the notifying party's reasonable opinion, have a material adverse effect on that party in the context of a Transaction. (b) If so requested by the other party. the notifying party will furnish the other with an opinion of a suitably qualified adviser that an event referred to in subparagraph (a)(i) or (ii) above has occurred and affects the notifying party. (e) Where this paragraph applies. the party giving the notice referred to in subparagraph (a) may, subject to subparagraph (d) below, terminate the Transaction with effect from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the notice, by nominating that date as the Repurchase Date. (d) If the party receiving the notice referred to in subparagraph (a) so elects, it may override that notice by giving a counter-notice to the other party. If a counter-notice is given, the party which gives the counter- notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in subparagraph (a) so far as relates to the relevant Transaction and the original Repurchase Date will continue to apply. Where a Transaction is terminated as described in this paragraph, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination. but the other party may not claim any sum by way of consequential loss or damage in respect of a termination in accordance with this paragraph. (1) This paragraph is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required): but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply. le) 15 Confidential CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) gaAtitga873 EFTA_000 19743 EFTA00169470 12. Interest To the extent permitted by applicable law. if any sum of money payable hereunder or under any Transaction is not paid when due. interest shall accrue on the unpaid sum as a separate debt at the greater of the Pricing Rate for the Transaction to which such sum relates (where such sum is preferable to a Transaction) and LIBOR on a 360 day basis or 365 day basis in accordance with the applicable ISMA convention. for the actual number of days during the period from and including the date on which payment was due to. but excluding, the date of payment. 13. Single Agreement Each party acknowledges that, and has entered into this Agreement and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that all Transactions hereunder constitute a single business and contractual relationship and am made in consideration of each other. Accordingly, each party agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder. and (ii) that payments, deliveries and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Transactions hereunder. IA. Notices and Other Communications (a) Any notice or other communication to be given under this Agreement - (b) (i) (ii) shall be in the English language, and except where expressly otherwise provided in this Agreement. shall be in writing: may be given in any manner described in subparagraphs (b) and (c) below; (iii) shall be sent to the party to whom it is to be given at the address or number. or in accordance with the electronic messaging details. set out in Annex I hereto. Subject to subparagraph (c) below, any such notice or other communication shall be effective - (i) if in writing and delivered in person or by courier, at the time when it is delivered: (ii) if sent by telex, at the time when the recipient's answerback is received: (iii) if sent by facsimile transmission. at the time when the transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine); if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested). at the time when that mail is delivered or its delivery is attempted; (v) if sent by electronic messaging system. at the time that electronic message is received: except that any notice or communication which is received. or delivery of which is attempted, after close of business on the date of receipt or attempted delivery or on a day which is not a day on which commercial banks are open for business in the place where that notice or other communication is to be given shall be treated as given at the opening of business on the next following day which is such a day. (iv) (e) If: (i) there occurs in relation to either party an event which, upon the service of a Default Notice. would be an Event of Default: and Oft the non-Defaulting Party, having made all practicable efforts to do so. including having attempted to use at least two of the methods specified in subparagraph ORO, (iii) or (v), has been unable to serve a Default Notice by one of the methods specified in those subparagraphs for such of those methods as are normally used by the non-Defaulting Party when communicating with the Defaulting Party). 16 ('on fidential CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) USIga1674 EFTA_000 19744 EFTA00169471 The non-Defaulting Party may sign a written notice (a "Special Default Notice") which - (n) specifics the relevant event referred to in paragraph 10(a) which has occurred in relation to the Defaulting Party; (bb) states that the non-Defaulting Party, having made all practicable efforts to do so. including having attempted to use at least two of the methods specified in subparagraph (b$ii), (iii) or (v). has been unable to serve a Default Notice by one of the methods specified in those subparagraphs (or such of those methods as arc normally used by the non-Defaulting Party when communicating with the Defaulting Party); (cc) specifies the date on which. and the time at which, the Special Default Notice is signed by the non-Defaulting Party: and (dd) states that the event specified in accordance with subparagraph (ea) above shall be treated as an Event of Default with effect from the date and time so specified. On the signature of a Special Default Notice the relevant event shall be treated with effect from the date and time so specified as an Event of Default in relation to the Defaulting Party, and accordingly references in paragraph 10 to a Default Notice shall be treated as including a Special 1>efault Notice. A Special Default Notice shall be given to the Defaulting Party as soon as practicable alter it is signed. (d) Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it. IS. Entire Agreement; Severability This Agreement shall supersede any existing agreements between the genies containing general terms and conditions for Transactions. Each provision and agreement herein shall be treated as separate from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. 16. Non-assignability; Termination (a) Subject to subparagraph (b) below, neither party may assign. charge or otherwise deal with (including without limitation any dealing with any interest in or the creation of any interest in) its rights or obligations under this Agreement or under any Transaction without the prior written consent of the other party. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. (b) Subparagraph (a) above shall not preclude a party from assigning. charging or otherwise dealing with all or any part of its interest in any sum payable to it under paragraph 10(c) or (f) above. (c) Either party may terminate this Agreement by giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any Transactions then outstanding. (d) All remedies hereunder shall survive Termination in respect of the relevant Transaction and termination of this Agreement. (e) The participation of any additional member State of the European Union in economic and monetary union after I January 1999 shall not have the effect of altering any term of the Agreement or any Transaction. nor give a party the right unilaterally to alter or terminate the Agreement or any Transaction. 17. Governing Law This Agreement shall be governed by and construed in accordance with the laws of England. Buyer and Seller hereby irrevocably submit for all purposes of or in connection with this Agreement and each Transaction to the jurisdiction of the Courts of England. Party A hereby appoints the person identified in Annex I hereto as its agent to receive on its behalf service of process in such courts. If such agent ceases to be its agent. Party A shall promptly appoint, and notify Party B of the identity of. a new agent in England. Party B hereby appoints the person identified in Annex I hereto as its agent to receive on its behalf service of process in such courts. If such agent ceases to be its agent. Party D shall promptly appoint, and notify Party A of the identity of. a new agent in England. 17 Confidential CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) YAW -1)&1875 EFTA_000 19745 EFTA00169472 Each party shall deliver to the other, within 30 days of the date of this Agreement in the case of the appointment of a person identified in Annex I or of the date of the appointment of the relevant agent in any other case, evidence of the acceptance by the agent appointed by it pursuant to this paragraph of such appointment. Nothing in this paragraph shall limit the right of any party to lake proceedings in the courts of any other country of competent jurisdiction. IS. No Waivers, etc. No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this Agreement and no consent by any party to a departure therefrom shall be effective unkss and until such modification. waiver or consent shall be in writing and duly executed by both of the parties hereto. Without limitation on any of the foregoing, the failure to give a notice pursuant to paragraph 4(a) hereof will not constitute a waiver of any right to do so at a later date. 19. Waiver of immunity Each party hereto hereby waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, attachment (both before and after judgment) and execution to which it might otherwise be entitled in any action or proceeding in the Courts of England or of any other country or jurisdiction, relating in any way to this Agreement or any Transaction, and agrees that it will not raise, claim or cause to be pleaded any such immunity at or in respect of any such action or proceeding. 20. Recording The parties agree that each may electronically record all telephone conversations between than. 21. Third Party Rights No person shall have any right to enforce any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999. Title Date welt By... Title —Pdea.V 4 Date IS Confidential Titk tcste, 41 Gegi+t1 Date \ % 'I \ C . CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DNY-ODD0876 EFTA_000 19746 EFTA00169473 ANNEX I Supplemental Terms or Conditions to the TBMA I ISMA Global Master Repurchase Agreement between DEUTSCHE BANK AG (as Party A) and SOUTHERN FINANCIAL LLC (as Parry B) Paragraph references arc to paragraphs in the Agreement. 1. The follow intelections shall ply: (a) Paragraph I. Buy/Sell Back Transactions may be effected under this Agreement and accordingly the Buy/Scll Back Annex will apply. th) Paragraph 1. Transactions in Equities or Net Paying Securities may be effected under this Agreement and accordingly the provisions of the following subparagraphs (1) to (i i i) shall apply: (i) In paragraph 1(a) the phrase "other than equities and Net Paying Securities" shall be deleted; In the Buy/Sell Back Annex such that the following words shall be added to the end of the definition of the expression IR: "and for the avoidance of doubt the reference to the amount of income capital for these purposes shall be to an amount paid without withholding or deduction for or on account of taxes or duties not withstanding that a payment of such Income made in certain circumstances may be subject to such a withholding or deduction"; and (iii) The Equities Annex shall apply to all Transactions in Equities. Paragraph I. Agency Transactions may not be effected under this Agreement and accordingly the Agency Annex will not apply. Paragraph I. Transactions (including Buy/Sell Back Transactions) in respect of gilt-edged securities (as defined in the Gilts Annex, paragraph I.1(d)) may be effected under this Agreement and accordingly the Gilts Annex will apply. Paragraph I. Transactions in Italian Bonds may be effected under this Agreement and accordingly the Italian Bond Annex will apply. Paragraph 2(d). The Base Currency shall be: (i) for the purposes of paragraph 4 hereof, US Dollars ("USD"). (ii) for the purposes of paragraph 10 hereof, USD. Paragraph 2(p). Party A will act through its head office in Frankfurt or its branch in London. Party B will act through its offices in the United States Virgin Islands. Paragraph 2(cc) The pricing source for calculation of Market Value shall be the relevant page of Bloomberg or as agreed between the two parties and stated in the relevant Confirmation. With itapeel to Transactions over gilt-edged securities, the pricing source shall be the latest available GUAM prices published by the Bank of England. Paragraph 2(n). Spot Rate to be as set forth in paragraph 2(n.). Paragraph 3(b). Both Seller and Buyer to deliver Confirmation. 19 Confidential CONFIDENTIAL - PURSUANT TO FED R CRIM. P. 6(e) 193S41934g3877 EFTA_000 19747 EFTA00169474 (k) Paragraph 4(f). Interest shall accrue on the Cash Margin on a daily basis at a rate to be agreed between the parties, failing which the interest rate applicable to Cash Margin shall be equal to the U.S. Federal Funds rate at the end of the relevant dealing day as shown on the relevant page of Bloomberg and may be payable two Business Days after the last Business Day of each calendar month. (I) Paragraph 4(g). Delivery period for margin calls shall be unless otherwise agreed: (i) for gilt-edged securities. close of business (I.ondon time) on the same Business Day if the call is made before 12 noon London time, otherwise close of business (London time) on the next Business Day: (ii) for US Dollars and US Treasuries, close of business (New York time) on the same Business Day if the call is made before 10:00 am New York time, otherwise close of business (New York time) on the next Business Day: (iii) for any other currency and Margin Securities. standard settlement time in the market for such currency or securities. Int) Paragraph 6(j). Paragraph Si) shall apply and the events specified in paragraph 10(a) identified for the purposes of paragraph 6(j) shall be those set out in subparagraphs (i), (iii), (iv), (v), (vi) and (viii) of paragraph 10(a) of the Agreement. In) Paragraph 10(a)00. Paragraph 10(a$ii) shall not apply. (0) Paragraph 14. For the purposes of paragraph 14 of this Agreement— (i) All notices to Party A under paragraph 10 of the Agreement shall be sent to: Deutsche Bank AG. Head Office Taunusanlage 12 60262 Frankfurt Germany. Attention: Legal Department Fax: + 49 69 910 39255 With a cope to: Deutsche Bank AG London Winchester House I Great Winchester Street London EC2N 2DB Attention: Legal Department Fax: + 44 20 7545 4437/1999 (ii) All notices to Party A (other than those provided for in paragraph (i) above) shall be sent directly to the office through which Party A is acting for the relevant Transaction, using the address and contact particulars specified in the Confirmation for the purposes of confirming that Transaction. If no such particulars arc so specified. such notices shall be sent to the address of the relevant office set out below: Where Part) A is acting through its Frankfurt Head Office: Deutsche Bank AG. (lead Office Taunusanlage 12 60262 Frankfurt Germany. Attention: I lead of Global Finance Telephone: - 49 69 910 30200 20 Confidential CONFIDENTIAL - PURSUANT TO FED. R. CR/M. P. 6(e) Il§MtMe78 EFTA_000 19748 EFTA00169475 Fax: + 49 69 910 36422 Where Party A Is acting through Its London Branch: Deutsche Bank AG London Winchester House I Great Winchester Street London EC2N 2DB Attention: Head of Money Markets Repo Telephone: + 44 20 7547 1767 Fax: + 44 20 7545 4455 (iii) Address for notices and other communications for Party B: SOUTHERN FINANCIAL LLC 6100 Red Hook Quarter. B3 St. Thomas, USVI 00802 Virgin Islands (United States) Attention: Jeffrey Epstein Fax: 340-775-2528 Paragraph 17 (i) Party A appoints Deutsche Bank AG London, Winchester House. I Great Winchester Street, London. EC2N 2DB. United Kingdom (Attention: General Counsel. Legal Department) as its agent for service of process. (ii) Party B appoints TMF Corporate Services Limited. 6 St Andrew Street. 5th Floor, London. EC4A 3AE, United Kingdom as its agent for service of process. 2. gilions. (a) I following additional Definitions shall be added after subparagraph 2(xx): (yy)"Affiliate means, in relation to any person. any entity controlled, directly or indirectly. by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose. -control" of any entity or person means ownership of a majority of the voting power of the entity or person. (a) "Financial Market Transaction" means (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between Party B and any other person or entity, including. without limitation. Party A or any or its respective affiliates, including without limitation any rate swap transaction, basis swap. forward rate transaction, commodity swap. commodity option. equity or equity index swap, equity or equity index option. bond option. interest rate option, foreign exchange transaction, commodity transaction, credit derivative transaction, repurchase or reverse repurchase transaction, securities lending transaction. futures transaction, prime brokerage or margin lending transaction, cap transaction. floor transaction, collar transaction. currency swap transaction. cross-currency rate swap transaction. currency option or any other similar transaction (including any option with respect to any of those transaction). (b) any combination of these transactions and (c) any other transaction identified as a Financial Market Transaction in this Agreement or the relevant Confirmation. (aaa) "Operatiw Documents" means (a) as applicable, the most recent prospectus. private placement or offering memorandum. the trust indenture. corporate charter, limited partnership agreement. memorandum and articles of association by-laws or other constituent documents of Party B: and (b) the investment policies. proccdures, restrictions, or guidelines relating to Party B. and (c) the then-current disclosure document of Party B. (bbbl"Specilled Agreement" means any master agreement (including, but not limited to. any ISDA Master Agreement (as published by the International Swaps & Derivatives Association. Inc.. the -ISDA Agreement"). any prime brokerage agreement and any master securities 21 Confidential CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) WatiMs79 EFTA_000 19749 EFTA00169476 lending agreement or other master agreement for financial transactions) between Party A (including any of its affiliates) and Party B whether executed now or at any time in the future which governs the terms of transactions entered into between the parties pursuant to any such master agreement regardless of whether any one or more of any such transactions was or were entered into before or alter the execution of any such master agreement: (ccc)*Cotle". the United States of America Internal Revenue Code of 1986. as amended: and (dcld)"FATCA". Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(6) of the Code. or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code". (b) Subparagraph 2(s) "Equivalent Securities" shall be deleted in its entirety and replaced by the following: "(s)"Equivalent Securities". with respect to a Transaction. Securities equivalent to Purchased Securities under that Transaction. If and to the extent that such Purchased Securities have been redeemed, the expression shall mean a sum of money equivalent to the proceeds of the redemption, without taking into account any deduction or withholding imposed or collected in connection with FATCA that would not have been imposed but for Buyer's non-compliance with FATCA." 3. The fallowlmt supplemental terms and conditions shall apply: (a) Save for the amendments made hereby, the parties agree that the text of the body of the Agreement is intended to conform with the Global Master Repurchase Agreement (November 2000 version) promulgated by the Securities Industry and Financial Markets Association (formerly. The Bond Market Association) and the International Capital Market Association (formerly. the International Securities Markel Association) (or any other respective successor organisation) and shall be construed accordingly. In the event that any of the events listed in subparagraphs (i), (iii), (iv) or (v) of paragraph 10(a) occurs, the parties agree that no such event shall be an Event of Default unless continuing un-rectified by close of business on the Business Day following notice of that event being served by the non-Defaulting Party on the Defaulting Party, provided however. that this subparagraph shall only apply if the occurrence of the said events) is. as demonstrated to the reasonable satisfaction of the non•l)efaulting Party, caused by an error or omission of an administrative or operational nature and further that funds were available to the Defaulting Party to enable it to make the relevant payments when due. (e) Each individual paragraph of this Annex I shall be read as separate and distinct from the other paragraphs, and in the event that any paragraph or any provision thereof is deemed void or unenforceable, the other paragraphs and provisions of the affected paragraph shall remain in full force and effect. (d) Neither party may require a Margin Transfer to it under the Agreement if its Net Exposure in respect of the other pang is less than liSD 100,000 (or the equivalent in other currencies at the Spot Rate). (e) Paragraph 2(aa) of the Agreement shall be deleted in its entirety and replaced with the following: "Margin Securities", in relation to a Margin Transfer. Securities reasonably acceptable to the party calling for such Margin Transfer: and, in cases where the party calling for such Margin Transfer is Party A. then - reasonably acceptable" shall, unless otherwise agreed, mean U.S. Treasury instruments or U.S. dollar cash: (0 In the event that a party delivers Margin Securities or Equivalent Margin Securities in respect of a Margin Transfer, such delivery shall be in an amount that is of itself equal to an integral multiple of the minimum round lot size. (b) 22 Confidential CONFIDENTIAL - PURSUANT TO FED. R. CR/M. P. 6(e) liegatat9880 EFTA_000 19750 EFTA00169477 (5) (h) The panics agree that this Agreement shall apply to all transactions having the characteristics of a sale and repurchase agreement (including but not limited to those subject to any prior Global Master Repurchase Agreement, but excluding those subject to a Master Repurchase Agreement), and which arc outstanding as at the date of this Agreement so that such transactions shall be treated as if they had been entered into under this Agreement and the terms of such transactions are amended accordingly with effect from the date of this Agreement. Notwithstanding the provisions of paragraph 2(cc) (as amended by pan 1(h) above), if there is no generally recognized source agreed to by the panics for determining the price of any Securities, the price for such Securities shall be determined by Party A (using the bid price for such Securities) in its sole discretion. 0) ADI)ITIONAL EVENT OF DEFAULT. The following subparagraph shall be added to paragraph 10(a) after the end of subparagraph (x) and before "then" in the last line of paragraph I0(a) and paragraph 10(a) shall be renumbered accordingly: "(xi) Party B fails to deliver or furnish to Party A any of the documents or information required pursuant to this Agreement and Party A serves a Default Notice on Party B.." For the purposes of the Event of Default listed in subparagraph 10(a)(xi). Paragraph I 0(a)(x) does not apply. 0) JEARLY TIRSIINATION. If: (a) as a result of sovereign action or inaction (directly or indirectly). Buyer or Seller becomes unable to perform any absolute or contingent obligation to make a payment or transfer or to receive a payment or transfer in respect of any Transaction hereunder or to comply with any other material provision of this Agreement relating to such Transaction (each such occurrence a "Termination Event"). or (b) there occurs an event which would constitute a default, event of default or other similar condition or event (however descnbed, including, without limitation, an Additional Termination Event as defined in the ISDA Agreement) in respect of Party B under any Specified Agreement or Financial Market Transaction such as to cause an early termination of or close out of or acceleration of any obligation under that Specified Agreement or Financial Market Transaction in accordance with its terms, regardless of whether a transaction under the Specified Agreement or Financial Market Transaction is in effect on the date of such occurrence, and Party A serves written notice on Party B, then Party A may, at its option, declare an early termination of or close-out of or acceleration of Party B's obligations to have occurred hereunder and, upon the exercise of such option. take all steps and exercise all rights granted to the nondefaulting party in Paragraph 10(b) to Paragraph 10(f) of the Agreement (with all references to the "defaulting party" changed to "Party B". all references to the "nondefaulting party" changed to "Party A", and all references to an "Event of Default" changed to "Termination Event"). (k) REPRESENTATIONS. Party B represents to Party A (which representation will be deemed to be repeated by Party B on each date on which a Transaction is entered into) that: (il with respect to this Agreement and each Transaction, it will be in full compliance with, all Operative Documents and all applicable laws, rules, regulations. interpretations, guidelines, procedures and policies of applicable. governmental and regulatory authorities affecting Party B, and this Agreement and each Transaction is, and will be. authorised and permissible transactions and investments thereunder. and 00 all governmental and other consents that arc required to have been obtained by Party B with respect to this Agreement have been obtained and are in full force and effect and all conditions of such consents have been complied with. (I) CONFIRMATIONS. Notwithstanding paragraph 3(b) or Annex IL the parties agree that. for operational reasons, the form of the Confirmations automatically issued by Party A and which do not require the signature of the panics may vary from the form set out in Annex II and each reference in any such Confirmation to: 23 Confidential CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) WatiM881 EFTA_000 19751 EFTA00169478 (i) the "Master Agreement" shall be read as references to the Agreement: (ii) the "Master Agreement Date" shall be read as references to the date of the Agreement; (iii) the "Trade Date" shall be deemed to be references to the "Contract Date" of the relevant Transactions: (iv) the "Date of Repurchase" shall be deemed to be the "Repurchase Date" of the relevant Transactions: (v) the "Repo Rate in to p.a." shall be deemed to be the Pricing Kate of the relevant Transactions. expressed as a per annum percentage: (vi) the "Currency" in the Confirmations shall be deemed to be the "Contractual Currency" of the relevant Transactions: and (vii) the "Buying Rate". "Haircut" and "Repurchase Ratc" shall be deemed to be indicative only and not operative provisions or terms of the relevant Transactions. (m) (n) Paragraph 10(agvi) shall be amended to add the words "or which is described in Paragraph 2(agv)" after the words "Defaulting Party" and before the words "in which case no such notice shall be required". Paragraph 13 shall be amended to add at the end thereof after the word "hereunder" and before the "." the following: ", and the obligations to make any such payments. deliveries and other transfers may be applied against each other and netted. and (iii) that each party shall be entitled to set off claims and apply property held by them in respect of any Transaction against obligations owing to them in respect of any other Transactions hereunder." (o) NO RELIANCE Each Party hereby represents and warrants to the other that in connection with the negotiation of, the entering into, and the performance under the Agreement and each Transaction: (i) Non-Reliance. It is acting for its own account. and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction: it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered to be investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction. (ii) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms and conditions and risks of that Transaction. It is also capable of assuming. and assumes. the risks of that Transaction. (iii) Status of Parties. The other party is not acting as a fiduciary for or adviser to it in respect of that Transaction. (p) SET-OFF Without prejudice to the provisions of paragraph 10 of this Agreement, upon the occurrence of an Event of Default or Termination Event under this Agreement the party that is the non- Defaulting Party ("X") may. without prior notice to the Defaulting Party ("P"), set off any sum or obligation (whether or not arising under this Agreement. whether matured or unmatured. whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Y to X or any Affiliate of X (the "X Set Off Amount") against any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured. whether or not contingent and irrespective of the currency. 24 Confidential CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) WatAttg882 EFTA_000 19752 EFTA00169479 place of payment or booking office of the sum or obligation) owed by X or any Affiliate of X to Y (the sY Set Off Amount"). X will give notice to the other party of any set off effected under this subparagraph of Annex I. (i) For this purpose, either the X Set Off Amount or the Y Set Off Amount (or the relevant portion of such set off amounts) may be convened by X into the currency in which the other set off amount is denominated at the rate of exchange at which X would be able, acting in a reasonable manner and in good faith. to purchase the relevant amount of such currency. (ii) If a sum or obligation is unascenained. X may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant patty accounting to the other when the obligation is ascertained. Nothing in this subparagraph will be effective to create a charge or other security interest. This subparagraph will be without prejudice and in addition to any right of set-off, combination of accounts, lien or other rights to which any party is at any time otherwise entitled (whether by operation of law. contract or otherwise). 4. DELIVERY OF DOCUMENTS. The Parties agree that each will deliver to the other party the documents required pursuant to Pan 3 of the Schedule to the ISDA Master Agreement between Party A and Party R. as may be amended ("ISDA"). The documents shall be provided within the delivery deadlines set forth therein and shall be provided notwithstanding any termination of the ISDA. S The follow int supplemental terms shall apply where Party B is domiciled in the United State*: (a) Paragraph 2(aXv) and (vi) shall be renumbered 2(a)(vi) and (vii) respectively and a new 2(aXv) shall be added as follows: "(v)(A) the commencement by any party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganisation. liquidation, moratorium, dissolution, delinquency or similar law, or such party seeking the appointment or the election of a receiver, conservator. trustee, custodian or similar official for such party or any substantial part of its property, or the convening of a meeting of creditors for purposes of commencing any such case or proceeding or seeking such appointment or election, or (B) the commencement of any such case or proceeding against any such party seeking such an appointment or election, or the filing against a party of an application for a protective decree under the provisions of the Securities Investors Protection Act of 1970. which (I) is consented to or not timely contested by such party. (2) results in an entry of an order for relief, such appointment or election, the issuance of a protective decree or the entry of an order having similar effect, or (3) is not dismissed within 15 days:" (b) A new Paragraph 9(i) shall be added as follows: :lit The source of any of the funds or assets involved in any Transaction are not deemed to include the assets of any "plan" (as such term is defined in Section 4975 of the Internal Revenue Code of 1986 (United States), as amended (the "Code")) subject to Section 4975 of the Code or any "employee benefit plan" (as such term is defined in Section 3(3) of the United States' Employee Retirement Income Security Act of 1974. as amended ("ER/SA"))subject to Title I of ERISA. or otherwise out of "plan assets" within the meaning of United States Department of Labor regulation 82510.3-101, 29CFR 82510-3401." (c) The following new paragraphs shall be added the Agreement: "22. INTENT (a) The panics recognise that each Transaction is a "repurchase agreement" as that tern is defined in Section 101 of Title II of the United States Code as amended (the "US Code") (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable). and a "securities contract" as that tern is defined in Section 741 of the US Code. 25 Confidential CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) EFTA_000 19753 EFTA00169480 (b) It is understood that either party's right to liquidate Securities delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Paragraph 10 hereof, is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of the US Code. The parties agree and acknowledge that if a party hereto is an "insured depository institution", as such term is defined in the Federal Deposit Insurance Act, as amended CFD/A"), then each Transaction hereunder is a "qualified financial contract", as such lean is defined in the EDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (d) It is understood that this Agreement constitutes a "netting contract" as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FD1C1A") and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a "covered contractual payment entitlement" or "covered contractual payment obligation". respectively, as defined in and subject to FDICIA (except insofar as one or both of the panics is not a "financial institution" as such term is defined in FDICIA). 23. ACKNOWLEDEMENTS The panics acknowledge that they have been advised that: (a) in the case of Transactions in which one of the panics is a broker or dealer registered with the Securities and Exchange Commission ("SEC') under Section 15 of the Securities Exchange Act of 1934 ("1934 Act). the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 ("S/PA") do not protect the other party with respect to Transactions hereunder; in the case of Transactions in which one of the parties is a government securities broker or government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder: and in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable" (b) 6. The following additional supplemental terns and conditions shall apply to Transactions with respect to which Party A has dealt with a representative of Party B in the United States or Party B has dealt with an officer of Deutsche Bank Securities Inc. (•DBSf'). an affiliate of Party A ("Applicable Transactions"): (a) As a brokendealer registered with the SEC, DBSI, as agent. will be responsible for (a) effecting Applicable Transactions under the Agreement, (b) issuing all required confirmations and statements to Party A and Party B in connection with Applicable Transactions, and (c) maintaining books and records relating to Applicable Transactions as required by SEC regulations. Notwithstanding the foregoing. transfers of funds and securities in connection with Applicable Transactions shall be directly between Party A and Party B (or their respective agents or custodians) and DBSI. as agent, will not he responsible for receiving. delivering and safeguarding funds and securities in connection with Applicable Transactions under this Agreement. (b) DBSI is acting in connection with Applicable Transactions solely in its capacity as agent pursuant to instrimions from Patty A and Party B. DBSI shall have no responsibility or liability to Party A or Party B arising from a failure by Party A or Party B to pay or perform any obligation under the Agreement