EFTA Document EFTA01441339

EFTA01441339 EFTA01441340 EFTA01441341 EFTA01441342 EFTA01441343 EFTA01441344 EFTA01441345 EFTA01441346 EFTA01441347 EFTA01441348 EFTA01441349 EFTA01441350 EFTA01441351 EFTA01441352 EFTA01441353 EFTA01441354 EFTA01441355 EFTA01441356 EFTA01441357 EFTA01441358 EFTA01441359 EFTA01441360 EFTA01441361 EFTA01441362 EFTA01441363 EFTA01441364 EFTA01441365 EFTA01441366 EFTA01441367 EFTA01441368 EFTA01441369 EFTA01441370 EFTA01441371 EFTA01441372 EFTA01441373 EFTA01441374 EFTA01441375 EFTA01441376 EFTA01441377 EFTA01441378 EFTA01441379 EFTA01441380 EFTA01441381 EFTA01441382 EFTA01441383 Dcatschc BaakAG THE BOND MARKET ftSSOCIAllON •> A International Securities Market Association Rigistrasse 60, P.O. Box 169, CH-8033 Zurich www.isma.org The Bond Market Association New York * Washington * London www.bondmarkets.com 2000 VERSION TBMA/ISMA GLOBAL MASTER REPURCHASE AGREEMENT Dated as ofJasMry 7,2015 Between: DEUTSCHE BANK AG {"Party A") and I SOUTHERN FIISIANCIAL LLC ("Party B") Applicability From time to time (he parties hereto may enter into transactions in which one party, acting through a Designated Office, ("Seller") agrees to sell to the other, acting through a Designated Office, ("Buyer") securities and financial instruments ("Securities") (subject (0 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 (0 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. If this Agreem^t may be applied to- 1 (a) (b) (0) Buy/Sell Back Transactions, (his shall be specified in Annex I hereto, and EFTA01441384 the provisions of the Buy/Sell Back Annex shall apply to such Buy/Sell Back Transactions; (i) Net Paying Securities, this shall be specified in Annex I hereto and the provisions of Annex I, paragraph 1(b) shall apply to Transactions involving Net Paying Securities. (ii) If Transactions are to be effected undo' this Agreement by either party as an agent, this shall be specified in Annex I hereto, and the provisions of (he Agency Annex shall apply to such Agency Transactions. (d) Definitions 2. I Confidential (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 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 properly; 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 die case of a petition for winding-up or any analogous proceeding, 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 ofllcer of such party or over all or any material part of such party's property; or the convening of any meeting of its creditors for the purposes of considering a voluntajy arrangement as referred to in section 3 of the Insolvency Act 1986 (or any analogous proceeding); (b) "Agency Transaction", the meaning specified in paragr^h I ofthe Agency EFTA01441385 Annex; (c) "Appropriale Market", the meaning specified in paragraph 10; (d) "Base Currency", the currency indicated in Annex I hereto; (i) (ii) (iii) (iv) (V) (vt) (e) "Business Day" - in relation to the settlement of any Transaction which is to be settled through Clearstream or Euroclear, a day on which Clearstream or, as the case may be, Euroclear is open to settle business in the currency in which the Purchase Price and the Repurchase Price are denominated; in relation to the settlement of any Transaction which is to be settled through a settlement system other than Clearstream or Euroclear, a day on which that settlement system is open to settle such Transaction; in relation to any delivery of Securities not falling within (i) or (ii) above, a day on which banks are open for business in the place where delivery of the relevant Securities is to be effected; and in relation to any obligation to make a payment not falling within (i) or (ii) above, a day other than a 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 (he place where any account designated by the parties for the making or receipt of the payment is situated (or, in (he case of a payment in euro, a day on which TARGET operates); (i) (ii) (iii) (iv) •'Cash Margin", a cash sum paid to Buyer or Seller in accordance with paragraph 4; <0 "Clearstream". Clearstream Banking, soeiete anonyme. (previously Cedelbank) or any successor (hereto; (B) (h) "Confirmation", the meaning specified in paragraph 3(b); "Contractual Currency", the meaning specified in paragraph 7(a); EFTA01441386 (i) "Defaulting Party", the meaning specified in paragraph 10; (1) 2 Confidential (k) "Default Market Value", the meaning specified in paragraph 10; (I) "Default Notice", a written notice served by the non-DefauIling Party on the Defaulting Parly under paragraph 10 stating that an event shall be treated as an Event of Default for the purposes of this Agreement; (m) "Default Valuation Notice", the meaning specified inpanigr!q>h 10; (n) "Default Valuation Time", the meaning specified in paragraph 10; (o) "Deliverable Securities", the meaning specified in paragraph 10; (p) "Designated Ofilce", 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 may be agreed to by the parties; (q) "Distributions", the meaning specified in subparagraph (w) below; (r) "Equivalent Margin Securities". Securities equivalent to Secorilies previously transferred as Maigin Securities; "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; (s) Securities are "equivalent to" other Securities for the purposes of this Agreement if they are: (i) of the same issuer: (ii) pan of the same issue: and (iii) of an identical type, nominal value, description and (except where otherwise staled) amount as those other Securities, provided that - Securities will be equivalent to other Securities notwithstanding that those Securities have been redenominated into euro or that the nominal value of those Securities has changed in connection with such redenomination; and 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) EFTA01441387 that receivable by holders of such original Securities resulting from such event; (1> (A) (B) "Euroclear". Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System; (u) (v) "Eventof Default", ihcmeaning specified in paragraph 10; "Income", with respect to any Security at any time, 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"); (w) "Income Payment Date", with respect to any Securities, the dale 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 holders 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 Rale in respect of that currency as quoted on page 3750 on the Bridge Telerate Service (or such other page as may replace page 3750 on that service) as of 11 ;00 a.m.. London time, on the date on which it is to be determined; <x) (Y) "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 (z) 3 Confidential relates to Securities of different descriptions and the Purchase Price is apportioned by the parties among Pundiased Securities of each sudi description, a separate Margin Ratio shall apply in respect of Securities of each such description), or such other proportion as the parties may agree with respect to that Transaction; "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 Iransfhr of Margin Securities or Equivalent Margin Securities; (aa) EFTA01441388