EFTA01282820.pdf

(Bilateral Form) (ISDA Agreements Subject to New York Law Only)
ISDAx
International Swaps and Denvatives Association, Inc
CREDIT SUPPORT ANNEX
to the Schedule to the
ISDAS
MASTER AGREEMENT
dated as of October 28, 2013
between
DEUTSCHE BANK AG ("Party A") and SOUTHERN TRUST COMPANY, INC. ("Party B")
This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part of its
Schedule and is a Credit Support Document under this Agreement with respect to each party.
Accordingly, the parties agree as follows:-
Paragraph I. Interpretation
(a) Definitions and Inconsistency. Capitalized terms not otherwise defined herein or elsewhere in this
Agreement have the meanings specified pursuant to Paragraph 12, and all references in this Annex to
Paragraphs are to Paragraphs of this Annex. In the event of any inconsistency between this Annex and the
other provisions of this Schedule, this Annex will prevail, and in the event of any inconsistency between
Paragraph 13 and the other provisions of this Annex, Paragraph 13 will prevail.
(b) Secured Party and Pledgor. All references in this Annex to the "Secured Party" will be to either
party when acting in that capacity and all corresponding references to the "Pleclgor" will be to the other party
when acting in that capacity; provided, however-, that if Other Posted Support is held by a party to this
Annex, all references herein to that party as the Secured Party with respect to that Other Posted Support will
be to that party as the beneficiary thereof and will not subject that support or that party as the beneficiary
thereof to provisions of law generally relating to security interests and secured parties.
Paragraph 2. Security Interest
Each party, as the Pledger, hereby pledges to the other party, as the Secured Party, as security for its Obligations, and
grants to the Secured Party a first priority continuing security interest in, lien on and right of Set-off against all Posted
Collateral Transferred to or received by the Secured Party hereunder. Upon the Transfer by the Secured Party to the
Pledger of Posted Collateral, the security interest and lien granted hereunder on that Posted Collateral will be released
immediately and, to the extent possible, without any further action by either party.
Copyright O1994 by International Swaps and Detivativa Association, Inc.
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Paragraph 3. Credit Support Obligations
(a) Delivery Amount Subject to Paragraphs 4 and 5, upon a demand made by the Secured Party on or
promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or exceeds the
Pkdgor's Minimum Transfer Amount, then the Pledgor will Transfer to the Secured Party Eligible Credit Support
having a Value as of the date of Transfer at least equal to the applicable Delivery Amount (rounded pursuant to
Paragraph 13). Unless otherwise specified in Paragraph 13, the "Delivery Amount" applicable to the Pledger for
any Valuation Date will equal the amount by which:
(d) the Credit Support Amount
exceeds
the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party.
(b) Return Amount Subject to Paragraphs 4 and 5, upon a demand made by the Pledger on or promptly
following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the Secured Party's
Minimum Transfer Amount, then the Secured Party will Transfer to the Pledger Posted Credit Support specified
by the Pledger in that demand having a Value as of the date of Transfer as close as practicable to the applicable
Return Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the "Return
Amount" applicable to the Secured Party for any Valuation Date will equal the amount by which:
() the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party
exceeds
(h) the Credit Support Amount.
"Credit Support Amount means, unless otherwise specified in Paragraph 13, for any Valuation Date () the
Secured Party's Exposure for that Valuation Date plus 60 the aggregate of all Independent Amounts applicable
to the Pledger, if any, minus (tii) all Independent Amounts applicable to the Secured Party, if any. minus (iv) the
Pledgees Threshold; provided, however, that the Credit Suppirt Amount will be deemed to be zero whenever
the calculation of Credit Support Amount yields a nuniber less than zero.
Paragraph 4. Conditions Precedent, Transfer Toning, Calculations and Substitutions
(a) Comfitions Precedent Each Transfer obligation of the Pledger under Paragraphs 3 and 5 and of the
Secured Party under Paragraphs 3, 4(dXii), 5 and 6(d) is subject to the conditions precedent that:
() no Event of Default, Potential Event ofD efault or Specified Condition has occurred anids
with respect to the other party, and
(ix) no Early Termination Date for which any unsatisfied payment obligations exist has occurred or been
designated as the result of an Event of Default or Specified Condition with respect to the other party.
(b) Transfer Timing. Subject to Pitragraphs 4(a) and 5 and unless otherwise specified, if a demand for the
Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant
Transfer will be made not later than the close of business on the next Local Business Day; Wade:nand is made
after the Notification Time, then the relevant Transfer will be made not later than the close of business on the
second Local Business Day thereafter.
(c) OSICIlkaiat All calculations of Value andExPosure for purposes of Paragraphs 3 and 6(d) will be made
by the Valuation Agent as of the Valuation Time. The Valuation Agent will notify each party (or the other party,
if the Valuation Agent is a party) of its calculations not later than the Notification Time on the Local Business
Day following the applicable Valuation Date (or in the case of Paragraph 6(d). following the date of calculation).
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(d) Substitutions
(i) Unless otherwise specified in Paragraph 13. upon notice to the Secured Party specifying the items of
Posted Credit Support to be exchanged, the Pkdgor may, on any Local Business Day, Transfer to the
Secured Party substitute Eligible Credit Support (the "Substitute Credit Support"); and
(ii) subject to Paragraph 4(a), the Secured Party will Transfer to the Pledger the items of Posted Credit
Support specified by the Pledger in its notice not later than the Local Business Day following the date
on which the Secured Party receives the Substitute Credit Support, unless otherwise specified in
Paragraph 13 (the "Substitution Date"); provided that the Secured Party will only be obligated to Transfer
Posted Credit Support with a Value as of the date of Transfer of that Posted Credit Support equal to the
Value as of that date of the Substitute Credit Support.
Paragraph 5. Dispute Resolution
If a party (a "Disputing Party") disputes (I) the Valuation Agent's calculation oft Delivery Amount or a Return
AlThrilitt or (II) the Value of any Transfer of Eligible Credit Support or Posted Credit Support, then (1) the
Disputing Party will notify the other pasty and the Valuation Agent (if the Valuation Agent is not the other party)
not later than the close of business on the Local Business Day following (X) the date that the demand is made
under Paragraph 3 in the case of (1) above or (Y) the date of Transfer in the case of (II) above, (2) subject to
Paragraph 4(a), the appropriate party will Transfer the undisputed amount to the other party not later than the
close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3
in the case of (I) above or (Y) the date of Transfhr in the case of (II) above, (3) the parties will consult with each
other in an attempt to resolve the dispute and (4) if they fail to resolve the dispute by the Resolution Time, then:
(i) In the case of a dispute involving a Delivery Amount or Return Amount, unless otherwise specified
in Paragraph 13, the Valuation Agent will recalculate the Exposure and the Value as of the Recalculation
Date by:
(A) utilizing any calculation of Exporure for the Transactions (or Swap Transactions) that the parties
have agreed are not in dispute:
(B) calculating the Exposure for the Transactions (or Swap Transactions) in dispute by seeking four
actual quotations at mid-market from Reference Market-makers for purposes of calculating Market
Quotation, and taking the arithmetic average of those obtained; provided that if four quotation are not
available for a particular Transaction (or Swap Transaction), then fewer than four quotations may be
used for that Transaction (or Swap Transaction); and if no quotations are available for a particular
Transaction (or Swap Transaction), then the Valuation Agent's original calculations will be used for
that Transaction (or Swap Transaction); and
(C) utilizing the procedures specified in Paragraph 13 for calculating the Value, if disputed, of Posted
Credit Support.
(ii) In the case of a dispute involving the Value of any Transfer of Eligible Credit Support or Posted
Credit Support, the Valuation Agent will recalculate the Value as of the date of Transfer pursuant to
Paragraph 13.
Following a recalculation pursuant to this Paragraph, the Valuation Agent will notify each party (or the other
party, if the Valuation Agent is a party) not later than the Notification Time on the Local Business Day following
the Resolution Time. The appropriate party will, upon demand following that notice by the Valuation Agent or
a resolution pursuant to (3) above and subject to Paragraphs 4(a) and 4(b), make the appropriate Transfer.
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Paragraph 6. Holding sad Using Posted Collateral
(a) Care of Posted Collateral. Without limiting the Secured Party's rights under Paragraph 6(c), the Secured
Party will exercise reasonable care to assure the safe custody of all Posted Collateral to the extent required by
applicable law, and in any event the Secured Party will be deemed to have exercised reasonable care if it
exercises si least the same degree of care as it would exercise with respect to its own property. Except as
specified in the preceding sentence, the Secured Party will have no duty with respect to Posted Collateral,
including, without limitation, any duty to collect any Distributions, or enforce or preserve any rights pertaining
thereto.
(b) Efigibity to Hold Posted Collated; Custodians.
(i) General. Subject to the satisfaction of any conditions specified in Paragraph 13 for holding Posted
Collateral, the Secured Party will be entitled to hold Posted Collateral or to appoint an agent (a
"Custodian") to hold Posted Collateral for the Secured Party. Upon notice by the Secured Party to the
Pledger of the appointment of a Custodian, the Pledgoes obligations to make any Transfer will be
discharged by making the Transfer to that Custodian. The holding of Posted Collateral by a Custodian
will be deemed to be the holding of that Posted Collateral by the Secured Party for which the Custodian
is acting.
(ii) Fallon to Satisfi. Conditions. If the Secured Party or its Custodian fails to satisfy any conditions
for holding Posted Collateral, then upon a demand made by the Pledgor, the Secured Party will, not later
than five Local Business Days after the demand, Transfer or cause its Custodian to Transfer all Posted
Collateral held by it to a Custodian that satisfies those conditions or to the Secured Party if it satisfies
those conditions.
(iii) labile,. The Secured Party will be liable for the acts or omissions of its Custodian to the same
extent that the Secured Party would be liable hereunder for its own acts or omissions.
(c) Use of Posted ColloteraL Unless otherwise specified in Paragraph 13 and without limiting the rights and
obligations of the ponies under Paragraphs 3.4(dXii). 5, 6(d) and 8, if the Secured Party is not a Defaulting Party
or an Affected Party with respect to a Specified Condition and no Early Termination Date has occurred or been
designated as the result of an Event of Default or Specified Condition with reaped to the Secured Party, then the
Secured Patty will, notwithstanding Section 9-207 of the New York Uniform Commercial Code, have the right
to:
() sell, pledge, rehypothwate, assign, invest, use, commingle or otherwise dispose of, or otherwise use
in its business any Posted Collateral it holds, free from any claim or right of any nature whatsoever of
the Pledger, including any equity or right of redemption by the Pledgor; and
(i) register any Posted Collateral in the name of the Secured Party. its Custodian or a nominee for either.
For purposes of the obligation to Transfer Eligible Credit Support or Posted Credit Support pursuant to
Paragraphs 3 and 5 and any rights or remedies authorized under this Agreement, the Secured Party will be
deemed to continue to hold all Posted Collateral and to receive Distributions made thereon. regardless of whether
the Secured Party has exercised any rights with respect to any Posted Collateral pursuant to (i) or (ii) above.
(d) Diroiturions and Interest Amount.
(i) Distributions. Subject to Paragraph 4(a), if the Secured Party receives or is deemed to receive
Distributions on a Local Business Day, it will Transfer to the Pledgor not later than the following Local
Business Day any Distributions it receives or is deemed to receive to the extent that a Delivery Amount
would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date
of calculation will be deemed to be a Valuation Date for this purpose).
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(ii) barren Amount Unless otherwise specified in Paragraph 13 and subject to Paragraph 4(a), in lieu
of any (merest, dividends or other newts paid a deemed to have been paid with respect to Posted
Collateral in the form of Cash (all of which may be retained by the Secured Party), the Secured Party
will Transfer to the Pledger at the times specified in Paragraph 13 the Interest Amount to the extent that
a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation
Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose). The Interest
Amount or portion thereof not Transferred pursuant to this Paragraph will constitute Posted Collateral
in the form of Cash and will be subject to the security interest granted under Paragraph 2.
Paragraph 1. Events of Default
For purposes of Section 5(aXiii)(1) of this Agreement, an Event of Delimit will exist with respect to a party if:
(i) that party fails (or fails to cause its Custodian) to make, when due, any Transfer of Eligible Collateral,
Posted Collateral or the Interest Amount, as applicable, required to be made by it and that failure
continues for two Local Business Days after notice of that failure is given to that party;
(ii) that party fails to comply with any restriction or prohibition specified in this Annex with respect to
any of the rights specified in Paragraph 6(c) and that failure continues for five Local Business Days after
notice of that failure is given to that party; or
(iii) that party fails to comply with or perform any agreement or obligation other than those specified
in Paragraphs 7(i) and 7(ii) and that failure continues for 30 days after notice of that failure is given to
that party.
Paragraph 8. Certain Rights and Remedies
(a) Secured Pony's Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with
respect to the Pledger has occurred and is continuing or (2) an Early Termination Date has occurred or been
designated as the result of an Event of Default or Specified Condition with respect to the Pledge', then, unless
the Pledger has paid in hill all of its Obligations that are then due, the Secured Party may exercise one or more
of the following rights and remedies:
(i) all rights and remedies available to a secured party under applicable law with respect to Posted
Collateral held by the Secured Party;
(n) any other rights and remedies available to the Secured Party under the terms of Other Posted Support,
if any;
(iii) the right to Set-off any amounts payable by the Pledger with respect to any Obligations against any
Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any
obligation of the Secured Party to Transfer that Posted Collateral); and
(iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public
or private sales or other dispositions with such notice, if any, as may be required under applicable law,
free from eny claim or right of any nature whatsoever of the Pledger, including any equity or right of
redemption by the Pledger (with the Secured Party having the right to purchase any or all of the Posted
Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of
the Posted Collateral to any amounts payable by the Pledger with respect to any Obligations in that order
as the Secured Pasty may elect.
Each pry acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value
and is of a type customarily sold on a recognized market, and, accordingly, the Pledger is not entitled to prior
notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under
applicable law and cannot be waived.
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(b) Pledgor's Rights and Rentedia If at any time an Early Tennimtion Date has occurred or been
designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then
(except in the case of an Early Termination Date relating to less than all Transactions (or Swap Transactions)
where the Secured Party has paid in Nil all of its obligations that are then due under Section 6(e) of this
Agreement):
(i) the Pledgor may exercise all rights and remedies available to a pledger under applicable law with
respect to Posted Collateral held by the Secured Party;
(ii) the Pkdgor may exercise any other rights and remedies available to the Pledgor under the terms of
Other Posted Support, if any;
(in) the Secured Party will be obligated immediately to Transfer all Posted Collateral and the Interest
Amount to the Pledger, and
(iv) to the extent that Posted Collateral or the Interest Amount is not so Transferred pursuant to
(iii) above, the Pledger may:
(A) Set-off any amounts payable by the Pledger with respect to any Obligations against any Posted
Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation
of the Secured Party to Transfer that Posted Collateral); and
(B) to the extent that the Pledgor does not Set-off under (iv)(A) above, withhold payment of any
remaining amounts payable by the Pledger with respect to any Obligations, up to the Value of any
remaining Posted Collateral held by the Secured Party, until that Posted Collateral is Transferred to
the Pledgor.
(c) Deficiencies and Excess Proceeds. The Secured Party will Transfer to the Pledger any proceeds and
Posted Credit Support remaining after liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b) after
satisfaction in full of all amounts payable by the Pledge with respect to any Obligations; the Pledger in all events
will remain liable for any amounts remaining unpaid after any liquidation, Set-off and/or application under
Paragraphs 8(a) and 8(b).
(d) Final Returns. When no amounts are or thereafter may become payable by the Pledger with respect to
any Obligations (except for any potential liability under Section 2(d) of this Agreement), the Secured Party will
Transfer to the Pledgor all Posted Credit Support and the Interest Amount, if any.
Paragraph 9. Representations
Each party represents to the other party (which representations will be deemed to be repeated as of each date on
which it, as the Pledger, Transfers Eligible Collateral) that:
(i) it has the power to grant a security interest in and lien on any Eligible Collateral it Transfers as the
Pledger and has taken all necessary actions to authorize the granting of that security interest arid lien;
(ii) it is the sole owner of or otherwise has the right to Transfer all Eligible Collateral it Transfers to the
Secured Pasty hereunder, free and clear of any security interest, lien, encumbrance or other restrictions
other than the security interest and lien granted under Paragraph 2;
(Ili) upon the Transfer of any Eligible Collateral to the Secured Party under the terms of this Annex, the
Secured Party will have a valid and perfected first priority security interest therein (assuming that any
central clearing corporation or any third-party financial intermediary or other entity not within the control
of the Pledger involved in the Transfer of that Eligible Collateral gives the notices and takes the action
required of it under applicable law for perfection of that interest); and
(iv) the performance by it of its obligations under this Annex will not result in the creation of any
security interest, lien or other encumbrance on any Posted Collateral other than the security interest and
lien granted under Paragraph 2.
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Paragraph 10. Expenses
(a) GeneraL Except as otherwise provided in Paragraphs 10(b) and 10(c), each party will pay its own costs
and expenses in connection with performing its obligations under this Annex and neither party will be liable for
any costs and expenses incurred by the other party in connection herewith.
(b) Posted Credit Support The Pledgee will promptly pay when due all taxes, assessments or charges of any
nature that are imposed with respect to Posted Credit Support held by the Secured Party upon becoming aware
of the same, regardless of whether any portion of that Posted Credit Support is subsequently disposed of under
Paragraph 6(c), except for those taxes, assessments and charges that result from the exercise of the Secured
Party's rights under Paragraph 6(e).
(c) Liquidation/Application ofP osted Credit Support All reasonable costs and expenses incurred by or on
behalf of the Secured Party or the Pledger in connection with the liquidation and/or application of any Posted
Credit Support under Paragraph 8 will be payable, on demand and pursuant to the Expenses Section of this
Agreement, by the Defaulting Party or, if there is no Defaulting Party, equally by the parties.
Paragraph 11. Miscellaneous
(a) Default Interest A Secured Party that fails to make, when due, any Transfer of Posted Collateral or the
Interest Amount will be obligated to pay the Pledger (to the extent permitted under applicable law) an amount
equal to interest at the Default Rate multiplied by the Value of the items of property that were required to be
Transferred, from (and including) the date that Posted Collateral or Interest Amount was required to be
Transferred to (but excluding) the date of Transfer of that Posted Collateral or Interest Amount. This interest will
be calculated on the basis of daily compounding and the actual number of days elapsed.
(b) Further Assurances. Promptly following a demand made by a party, the other party will execute, deliver,
file and record any financing statement, specific assignment or other document and take any other action that may
be necessary or desirable and reasonably requested by that party to create, preserve, perfect or validate any
security interest or lien granted under Paragraph 2, to enable that party to exercise or enforce its rights wider this
Annex with respect to Posted Credit Support or an Interest Amount or to effect or document a release of a
security interest on Posted Collateral or an Interest Amount.
(c) Further Protection. The Pledger will promptly give notice to the Secured Party of, and defend against,
any suit, action, proceeding or lien that involves Posted Credit Support Transferred by the Pledger or that could
adversely affect the security interest and lien granted by it under Paragraph 2, unless that suit, action, proceeding
or lien results from the exercise of the Secured Party's rights under Paragraph 6(c).
(d) Good Faith and Commercialty Reasonable Manner. Performance of all obligations under this Annex,
including, but mot limited to, all calculations, valuations and determinations made by either party, will be made
in good faith and in a commercially reasonable manna.
(e) Demands and NOlICTS. All demands and notices made by a party under this Annex will be made as
specified in the Notices Section of this Agreement, except as otherwise provided in Paragraph 13.
(I) Specification of Certain Mourn. Anything referred to in this Annex as being specified in Paragraph
13 also may be specified in one or more Confirmations or other documents and this Annex will be construed
accordingly.
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Paragraph 12. Definitions
As used in this Annex:—
"Cash" means the lawful currency of the United States of America.
"Credit Support Amount" has the meaning specified in Paragraph 3.
"Custodian" has the meaning specified in Paragraphs 6(bX) and 13.
"Delivery Amount" has the meaning specified in Paragraph 3(a).
"Disputing Party" has the meaning specified in Paragraph 5.
"Distributions" means with respect to Posted Collateral other than Cash, all principal, interest and other payments
and distributions of cash or other property with respect thereto, regardless of whether the Secured Party has
disposed of that Posted Collateral under Paragraph 6(c). Distributions will not include any item of property
acquired by the Secured Party upon any divosition or liquidation of Posted Collateral or, with respect to any
Pasted Collateral in the form of Cash, any distributions on that collateral, unless otherwise specified herein.
"Eligible Collateral" means, with respect to a party, the items, if any, specified as such for that party in
Paragraph 13.
"Eligible Credit Support" means Eligible Collateral and Other Eligible Support.
"Exposure" means for any Valuation Date or other date for which Exposure is calculated and subject to
Paragraph 5 in the case of a dispute, the amount, if any, that would be payable to a party that is the Secured
Party by the alba party (expressed as a positive number) or by a pony that is the Secured Pasty to the other party
(expressed as a negative number) pursuant to Section 6(eXiiX2)(A) of this Agreement as if all Transactions (or
Swap Transactions) were being terminated as of the relevant Valuation Time; provided that Market Quotation
will be determined by the Valuation Agent using its estimates at mid-market of the amounts that would be paid
for Replacement Transactions (as that term is defined in the definition of "Market Quotation").
"Independent Amount" means, with respect to a party, the amount specified as such for that party in Paragraph
13; if no amount is specified, zero.
"Interest Amount" means, with respect to an Interest Period, the aggregate sum of the amounts of interest
calculated for each day in that Interest Period on the principal amount of Posted Collateral in the form of Cash
held by the Secured Party on that day, determined by the Secured Party for each such day as follows:
(x) the amount of that Cash on that day; multiplied by
(y) the Interest Rate in effect for that day; divided by
(a) 360.
"Interest Period' means the period from (and including) the last Local Business Day on which an Interest
Amount was Transferred (or, if no Interest Amount has yet been Transferred, the Local Business Day on which
Posted Collateral in the form of Cash was Transferred to or received by the Secured Party) to (but excluding)
the Local Business Day on which the current Interest Amount is to be Transferred.
"Interest Rate" means the rate specified in Paragraph 13.
"Local Buenas Day", unless otherwise specified in Paragraph 13, has the meaning specified in the Definitions
Section of this Agreement, except that racrences to a payment in clause (b) thereof will be deemed to include
a Transfer under this Annex.
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"Minimum Transfer Amount' means, with respect to a party, the amount specified as such for that party in
Paragraph 13; if no amount is specified, zero.
"Notification Time has the meaning specified in Paragraph 13.
"Obligation:" means, with respect to a party, all present and future obligations of that party under this Agreement
and any additional obligations specified for that party in Paragraph 13.
"Other Eligible Support" means, with respect to a party, the items, if any, specified as such for that party in
Paragraph 13.
"Other Posted Support" means all Other Eligible Support Transferred to the Secured Party that remains in effect
for the benefit of that Secured Party.
"Pledger" means either party, when that party (i) receives a demand for or is required to Transfer Eligible Credit
Support under Paragraph 3(a) or (i) has Transferred Eligible Credit Support under Paragraph 3(a).
"Posted Collateral" means all Eligible Collateral, other poverty, Distributions, and all proceeds thereof that have
been Transferred to or received by the Secured Party under this Annex and not Transferred to the Pledgor
pursuant to Paragraph 3(b), 4(d)(ii) or 6(dRi) or released by the Secured Party under Paragraph 8. Any Interest
Amount or portion thereof not Transferred pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in the
form of Cash.
"Posted Credit Support" means Posted Collateral and Other Posted Support.
"Recalculation Date" means the Valuation Date tint gives rise to the dispute under Paragraph 5; provided,
however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution of the dispute, then
the "Recalculation Date" means the most recent Valuation Date under Paragraph 3.
"Re:Madam lime" has the meaning specified in Paragraph 13.
"Return AMOUR(' has the meaning specified in Paragraph 3(b).
"Secured Party" means either party, when that party () makes a demand for or is entitled to receive Eligible
Credit Support under Paragraph 3(a) or 66 holds or is deemed to hold Posted Credit Support.
"Specified Condition" means, with respect to a party. any even specified as such for that patty in Paragraph 13.
"Substute Credit Support" has the meaning specified in Paragraph 11(dRi).
"Substitudon Date" has the meaning specified in Paragraph 4(dXii).
"Threshold" means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no
amount is specified, zero.
"Transfer" means, with respect to any Eligible Credit Support, Posted Credit Support or Interest Amount, and
in accordance with the instructions of the Secured Party, Pledgor or Custodian, as applicable:
(i) in the case of Cash, payment or delivery by wire transfer into one or more bank accounts specified
by the recipient;
(ii) in the case of certificated securities that cannot be paid or delivered by book-entry, payment or
delivery in appropriate physical form to the recipient or its account accompanied by any duly executed
instruments of transfer, assignments in blank, transfer tax stamps and any other documents necessary to
constitute a legally valid transfer to the recipient;
(iii) in the case of securities that can be paid or delivered by book-entry, the giving of written instructions
to the relevant depository institution or other entity specified by the recipient, together with a written
copy thereof to the recipient, sufficient if complied with to result in a legally effective transfer of the
relevant interest to the recipient; and
(iv) in the case of Other Eligible Support or Other Posted Support, as specified in Paragraph 13.
9 ISDAS 1994
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"Valuation Agent"h as the meaning specified in Paragraph 13.
`Valuation Date" means each date specified in or otherwise determined pursuant to Paragraph 13.
"Valuation Percentage means, for any item of Eligible Collateral, the percentage specified in Paragraph 13.
"Validation Tina" has the meaning specified in Paragraph 13.
"Value" means for any Valuation Date or other date for which Value is calculated and subject to Paragraph 5
in the cue of a dispute, with respect to:
() PLgrble Collateral or Posted Collateral that is:
(A) Cash, the amount thereof; and
(B) a security, the bid price obtained by the Valuation Agent multiplied by the applicable Valuation
Percentage, if any;
(i) Posted Collateral that consists of items that are not specified as Eligible Collateral, zero; and
(iii) Other Eligible Support and Other Posted Support, as specified in Paragraph 13.
10 ISDA® 1994
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EFTA01282829

Party A: Deutsche Bank AG
Party B: Southern Trust Company, Inc.
Paragraph 13. Elections and Variables
(a) Security Interest for "Obligations". The term "Obligations" as used in this Annex includes the
following additional obligations.
With respect to Party B, "Obligations" means any and all present and future obligations of Party B
under or in connection with this Agreement, or any other contract, or any other transaction between
Party B and Party A.
(b) Credit Support Obligations
(i) Delivery Amount, Return Amount and Credit Support Amount.
(A) "Delivery Amount" has the meaning specified in Paragraph 3(a), except that each
reference therein to "Valuation Date" is hereby amended to be "Valuation Time".
(B) "Return Amount" has the meaning specified in Paragraph 3(b), except that each
reference therein to "Valuation Date" is hereby amended to be "Valuation Time".
(C) "Credit Support Amount" has the meaning specified in Paragraph 3, except that, if an
Independent Amount or Independent Amounts are specified for a party, the Credit
Support Amount for such party will never be less than the aggregate of all Independent
Amounts applicable to that party.
(ii) Eligible Collateral. The following items will qualify as "Eligible Collateral" for the party
specified:
Party A Party B Valuation
Percentage
(A) Cash Inapplicable [X] 100%
(B) negotiable debt obligations issued by the U.S. Inapplicable [X] 98%
Treasury Department having a remaining maturity
of less than one year ("Treasury Bills")
(C) negotiable debt obligations issued by the U.S. Inapplicable [X] 95%
Treasury Department having a remaining maturity
of 1-10 years ("Treasury Notes")
(D) negotiable debt obligations issued by the U.S. Inapplicable [X] 90%
Treasury Department having a remaining maturity
of more than 10 years ("Treasury Bonds")
(E) Any account or deposit of Party B with Party A or inapplicable [X] As determined
an affiliate of Party A which is identified on Exhibit by Party A in
A annexed hereto or otherwise designated as its sole
Eligible Collateral for purposes of this Annex in a discretion and
writing executed and delivered, in counterpart or further reduced
otherwise, by Party A and Party B (each such by the full
account or deposit, together with all of the amount of any
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securities, funds and other property therein and all other
of the security entitlements related thereto, an obligations
"Eligible Account"). In the case of an account or secured by
deposit with an affiliate of Party A, such account or such Eligible
deposit shall qualify as an Eligible Account only if Account as
such affiliate signs this Annex at the end hereof. determined by
Party A in its
sole discretion.
(F) Such other collateral as Party A and Party B may Inapplicable As may be
agree. agreed.
(iii) Other Eligible Support The following items will qualify as "Other Eligible Support" for
the party specified:
(A) Inapplicable Inapplicable 1
(B) Inapplicable Inapplicable I
(iv) Thresholds.
(A) "Independent Amount" means with respect to Party A: Inapplicable
"Independent Amount" means with respect to Party B: an amount in USD
equal to the sum of (I) for Derivatives Transactions, the aggregate of the
amounts specified in the Confirmations for such Transactions or as otherwise
agreed by the parties, and (2) for Foreign Exchange Transactions, an amount
equal to the sum of (a) the product of Tier I Net Open Position multiplied by
Tier I Independent Amount Ratio, (b) the product of Tier II Net Open Position
multiplied by Tier II Independent Amount Ratio, (c) the product of Tier 111 Net
Open Position multiplied by Tier III Independent Amount Ratio, (d) the product
of Tier IV Net Open Position multiplied by Tier IV Independent Amount Ratio
and (e) the Forward Risk Adjustment Amount.
(B) "Threshold" means with respect to Party A: Inapplicable.
"Threshold" means with respect to Party B: Zero.
(C) "Minimum Transfer Amount" means with respect to Party A: $100,000 provided,
however, that the Minimum Transfer Amount for such party shall be zero upon the
occurrence and during the continuance of an Event of Default, Potential Event of
Default, Termination Event, Additional Termination Event or Specified Condition
with respect to such party.
"Minimum Transfer Amount" means with respect to Party B: $100,000 provided,
however, that the Minimum Transfer Amount for such party shall be zero upon the
occurrence and during the continuance of an Event of Default, Potential Event of
Default, Termination Event, Additional Termination Event or Specified Condition
with respect to such party.
(D) Rounding. The Delivery Amount and the Return Amount will be rounded up and
down respectively to the nearest integral multiple of $10,000.
12
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(c) Valuation and Timing.
(i) "Valuation Agent" means: Party A.
(ii) "Valuation Date" means: Any Local Business Day.
(iii) "Valuation Time" means:
[ i the close of business in the city of the Valuation Agent on the Valuation Date or date
of calculation, as applicable;
[X) the close of business on the Local Business Day before the Valuation Date or date of
calculation, as applicable;
provided that the calculations of Value and Exposure will be made as of approximately the
same time on the same date.
(iv) "Notification Time" means 1:00 pm, New York time, on a Local Business Day.
(d) Conditions Precedent and Secured Party's Rights and Remedies. Each Termination Event
specified below with respect to a party will be a "Specified Condition" for that party (the specified
party being the Affected Party if a Termination Event or Additional Termination Event occurs with
respect to that party):
Party B
Force Majeure [X)
Illegality [Xl
Tax Event I 1
Tax Event Upon Merger [
Credit Event Upon Merger [X)
The Additional Termination Events [X1
specified in Part 1 (other than an
Elective Termination) of the Schedule
to this Agreement or any event which,
with the giving of notice or the lapse of
time or both, would constitute an
Additional Termination Event.
(e) Substitution.
"Substitution Date" has the meaning specified in Paragraph 4(dXii).
(ii) Consent. If specified here as applicable, then the Pledgor must obtain the Secured Party's
consent for any substitution pursuant to Paragraph 4(d): Inapplicable
13
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(f) Dispute Resolution.
(I) With respect to FX Transactions, Paragraph 5 of this Annex is deleted in its entirety and thus
is inapplicable.
(II) With respect to Transactions other than FX Transactions, the following provision would
apply:
(I) "Resolution Time" means 1:00 p.m., New York time, on the Local Business Day
following the date on which the notice is given that gives rise to a dispute under
Paragraph 5.
(ii) Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Posted Credit
Support will be calculated as follows: as set forth for other purposes in Paragraph
12.
(iii) Alternative. The provisions of Paragraph 5 will apply, except to the following
extent: (A) pending the resolution of a dispute, Transfer of the undisputed Value of
Eligible Credit Support or Posted Credit Support involved in the relevant demand
will be due as provided in Paragraph 5 if the demand is given by the Notification
Time, but will be due on the second Local Business Day after the demand if the
demand is given after the Notification Time; and (13) the Disputing Party need not
comply with the provisions of Paragraph 5(11)(2) if the amount to be Transferred
does not exceed the Disputing Party's Minimum Transfer Amount.
(g) Holding and Using Posted CollateraL
(i) Eligibility to Hold Posted Collateral; Custodians. Party A and its Custodian will be entitled to
hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions
applicable to it are satisfied:
(A) Party A is not a Defaulting Party.
(B) Posted Collateral may be held only in the following jurisdictions: Posted Collateral
consisting of certificated securities must be held in New York.
Initially, the Custodian for Party A is: Deutsche Bank AG New York Branch.
(ii) Use ofP osted Collateral. The provisions of Paragraph 6(c) will apply to Party A and not to
Party B.
(iii) Collateral Account All Eligible Collateral received by Party A from Party B (other than
Contract Rights and Eligible Accounts) shall be credited to one or more accounts (each, a
"Collateral Account") at Party A, or its Custodian, each of which may include property of
other parties but will bear a title indicating that the property in such Collateral Account is
held as security.
Party A shall cause statements concerning the Posted Collateral held in each Collateral
Account to be delivered to Party B on request. Nothing in this Paragraph I 3(gXiii) shall be
constructed as limiting the right of Party A to use or otherwise dispose of Posted Collateral
pursuant to Paragraph 6(c).
14
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Party A shall have no responsibility for ascertaining or informing Party B with respect to,
and shall not be required to take any action concerning, any maturities, calls, conversions,
exchanges, offers, tenders, redemptions or similar matters relating to any of the Posted
Collateral, regardless of whether Party A has or is deemed to have knowledge of any thereof.
(iv) Eligible Accounts. Party B may close, or withdraw funds or property from, an Eligible
Account provided as Eligible Collateral only if (i) such close or withdrawal is part of a
substitution effected in accordance with Paragraph 4(d) of this Annex or (ii) after giving
effect to such close or withdrawal, the value of the remaining Posted Collateral for purposes
of this Annex will be equal to or greater than that required hereunder.
Party B hereby irrevocably authorizes Party A and its affiliates to disregard any instruction
from Party B relating to an Eligible Account established with such entity which violates the
provisions of this Paragraph 13(gXiv).
Party B hereby irrevocably authorizes Party A to originate entitlement orders (within the
meaning of Article 8 of the New York Uniform Commercial Code) with respect to each
Eligible Account maintained with an affiliate of Party A, and each such affiliate agrees that
(x) it will comply with such entitlement orders originated by Party A without further consent
by Party B and (y) it is acting as agent for Party A with respect to such Eligible Account.
(h) Distributions and Interest Amount
(i) Interest Rate. The "Interest Rate" will be with respect to Eligible Collateral in the form of
Cash, for any day. the rate opposite the caption "Federal Funds (Effective)" for such day as
published for such day in Federal Reserve Publication 11.15(519) or any successor
publication as published by the Board of Governors of the Federal Reserve System.
(ii) Transfer ofI nterest Amount The Transfer of the Interest Amount will be made on the first
Local Business Day of each calendar month.
(iii) Alternative to Interest Amount The provisions of Paragraph 6(dXii) will apply.
(i) Other Eligible Support and Other Posted Support
(i) "Value" with respect to Other Eligible Support and Other Posted Support means:
Inapplicable
(ii) "Transfer" with respect to Other Eligible Support and Other Posted Support means:
Inapplicable
(j) Demands and Notices. All demands, specifications and notices under this Annex will be made
pursuant to the Notices Section of this Agreement, unless otherwise specified here:
Party A: Deutsche Bank AG
60 Wall Street
New York, NY 10005
Attention: Collateral Management
Telephone No.: 212-250.6200
Fax No.: 212-797-5922
15
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Party B: Same as provided in Notices section of the Agreement
(k) Addresses for Transfers
Party A: To be notified from time to time
Party B: To be notified from time to time
Other Provisions.
(i) The following definitions are hereby inserted into Paragraph 12 in the appropriate
alphabetical order:
(A) 'Aggregate Ceiling Limit' means USD 10,000,000.
(B) "Aggregate Net Open Position" means, at any time, the sum of (i) the Tier ! Net Open
Position, (ii) the Tier 11 Net Open Position (iii) the Tier III Net Open Position and (iv)
the Tier IV Net Open Position.
(C) "Base Currency" means U.S. Dollars.
(D) "Derivatives Transaction" means any Transaction other than a Foreign Exchange
Transaction.
(E) "Tier III Ceiling Limit' means USD 5,000,000.
(F) "Tier III Close-Out Ratio" means a number expressed as a percentage representing
the quotient of (A) the portion of the Net Collateral Value attributable to all FX
Transactions and Currency Option Transactions involving Tier Ill Currencies but not
involving Tier IV Currencies, divided by (B) the Tier Ill Net Open Position, such
number being determined and notified by Party A to Party B from time to time, and
initially being eight percent (8%).
(G) "Tier III Independent Amount Ratio" means a number expressed as a percentage
representing the minimum proportion of (1) the Net Collateral Value attributable to
all FX Transactions and Currency Option Transactions involving Tier III Currencies
but not involving Ticr IV Currencies to (2) the Tier III Net Open Position, which
Party B must maintain in respect of outstanding FX Transactions and Currency
Option Transactions involving Tier III Currencies but not involving Tier IV
Currencies, such number being determined and notified by Party A to Party B from
time to time, and initially being fifteen percent (15%).
(II) "Tier III Net Open Position" means, at any given time, the amount obtained by
calculating the Net Open Position as it applies to all FX Transactions and Currency
Option Transactions involving Tier III Currencies but not involving Tier IV
Currencies.
(I) "Tier II Ceiling Limit' means USD 10,000,000.
"Tier II Close-Out Ratio" means a number expressed as a percentage representing
the quotient of (A) the portion of the Net Collateral Value attributable to all FX
Transactions and Currency Option Transactions involving Tier II Currencies but not
involving Tier Ill Currencies or Tier IV Currencies, divided by (B) the Tier II Net
16
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Open Position, such number being determined and notified by Party A to Party B
from time to time, and initially being five percent (5%).
(K) "Tier II Independent Amount Ratio" means a number expressed as a percentage
representing the minimum proportion of (1) the Net Collateral Value attributable to
all FX Transactions and Currency Option Transactions involving Tier II Currencies
but not involving Tier III Currencies or Tier IV Currencies to (2) the Tier II Net
Open Position, which Party B must maintain in respect of outstanding FX
Transactions and Currency Option Transactions involving Tier II Currencies but not
involving Tier III Currencies or Tier IV Currencies, such number being determined
and notified by Party A to Party B from time to time, and initially being ten percent
(10%).
(L) "Tier H Net Open Position" means, at any given time, the amount obtained by
calculating the Net Open Position as it applies to all FX Transactions and Currency
Option Transactions involving Tier Il Currencies but not involving Tier III Currencies
or Tier IV Currencies.
(M) "Foreign Exchange Transactions" means any Transaction that is a FX Transaction
or Currency Option Transaction as defined in the FX Definitions (as defined below).
(N) "Forward Risk Adjustment Amount" means an amount in the Base Currency
determined by Party A in a commercially reasonable manner to account for the risk
attributable to movements in the yield curves of the underlying currencies of the FX
Transactions.
(O) "Tier I V Ceiling Limit" means USD 5,000,000.
(P) "Tier IV Close-Out Ratio" means a number expressed as a percentage representing
the quotient of (A) the portion of the Net Collateral Value attributable to all FX
Transactions and Currency Option Transactions involving Tier IV Currencies,
divided by (B) the Tier IV Net Open Position, such number being determined and
notified by Party A to Party B from time to time, and initially being fifteen percent
(15%).
(Q) "Tier IV Independent Amount Ratio" means a number expressed as a percentage
representing the minimum proportion of (I) the Net Collateral Value attributable to
all FX Transactions and Currency Option Transactions involving Tier IV Currencies
to (2) the Tier IV Net Open Position, which Party B must maintain in respect of
outstanding FX Transactions and Currency Option Transactions involving Tier IV
Currencies, such number being determined and notified by Party A to Party B from
time to time, and initially being twenty- five percent (25%).
(R) "Tier IV Net Open Position" means, at any given time, the amount obtained by
calculating the Net Open Position as it applies to all FX Transactions and Currency
Option Transactions involving Tier IV Currencies.
(S) "Net Collateral Value" means an amount expressed in the Base Currency equal to
the difference of (1) the Value of Posted Credit Support, minus (2) the Secured
Party's Exposure, such amount being determined and notified by Party A to Party B
from time to time, provided that if such difference shall be an amount less than zero,
the Net Collateral Value shall be zero.
17
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(T) "Net Open Position" means an amount expressed in the Base Currency deriving
from the likely changes in the replacement value of all outstanding FX Transactions
and Currency Option Transactions determined by Party A using its normal
methodology in place from time to time.
(U) "Tier I Ceiling Limit' means USI) 10,000,000.
(V) "Tier I Close-Out Ratio" means a number expressed as a percentage representing the
quotient of (A) the portion of the Net Collateral Value attributable to all FX
Transactions and Currency Option Transactions not involving Tier II, Tier III and
Tier IV Currencies, divided by (B) the Tier I Net Open Position, such number being
determined and notified by Party A to Party B from time to time, and initially being
three percent (3%).
(W) "Tier I Independent Amount Ratio" means a number expressed as a percentage
representing the minimum proportion of (I) the Net Collateral Value attributable to
all FX Transactions and Currency Option Transactions not involving Tier II, Tier Ill
and Tier IV Currencies to (2) the Tier I Net Open Position, which Party B must
maintain in respect of outstanding FX Transactions and Currency Option
Transactions not involving Tier II, Tier III and Tier IV Currencies, such number
being determined and notified by Party A to Party B from time to time, and initially
being seven percent (7%).
(X) "Tier I Net Open Position" means, at any given time, the amount obtained by
calculating the Net Open Position as it applies to all EX Transactions and Currency
Option Transactions not involving Tier II, Tier III and Tier IV currencies.
(Y) "Tier I Currencies" means AUD, CAD, CHF. DKK, EUR, GBP, JPY, NOK, NZD,
SEK, SGD, USD.
(Z) "Tier II Currencies" means AED, CLP, CNY, CZK, HKD, INR, MXN, QAR, RUB,
SAR, THB, TWD.
(AA) "Tier III Currencies" means BRL, HUF, IDR, ILS, KRW, MYR, PHP, PLN, RON,
TRY, ZAR.
(BB) "Tier IV Currencies" means ARS, COP, EGP, KZT, IJAH.
(ii) Definitions. Any terms used in this Credit Support Annex which are not otherwise defined
herein and which are defined in the 1998 FX and Currency Option Definitions (the "FX
Definitions") (published by the International Swaps and Derivatives Association, Inc., the
Emerging Markets Traders Association, and the Foreign Exchange Committee) shall have the
meaning set forth in the FX Definitions (without regard to any amendments thereto
subsequent to the date hereof). Nothing in this Annex shall affect the parties' agreement that
this Agreement and all Credit Support Annexes hereto (including this Annex) and all
Transactions and related Confirmations hereunder are entered into in reliance on the fact that
this Agreement, all Credit Support Annexes and all Transactions and Confirmations form a
single agreement between the parties, the Posted Credit Support under all Credit Support
Annexes constitutes a pledge with respect to and shall secure all Transactions and all
Obligations, and the parties would not otherwise enter into any Transactions.
IS
SDNY_GM_00038402
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(iii) Additional Termination Events.
Each of the following shall constitute an Additional Termination Event with respect to Party
B:
(A) the quotient of (I) the portion of Net Collateral Value attributable to all FX
'I'ransactions and Currency Option Transactions not involving Tier II, Tier III and
Tier IV Currencies, divided by (II) Tier I Net Open Position is equal to or less than
Tier I Close-Out Ratio;
(B) the quotient of (I) the portion of the Net Collateral Value attributable to all FX
Transactions and Currency Option Transactions involving Tier II Currencies, divided
by (11) the Tier II Net Open Position is equal to or less than the Tier II Close-Out
Ratio;
(C) the quotient of (I) the portion of Net Collateral Value attributable to all FX
Transactions and Currency Option Transactions involving Tier III Currencies,
divided by (11) the Tier Ill Net Open Position is equal to or less than the Tier Ill
Close-Out Ratio;
(D) the quotient of (I) the portion of Net Collateral Value attributable to all FX
Transactions and Currency Option Transactions involving Tier IV Currencies,
divided by (II) the Tier IV Net Open Position is equal to or less than the Tier IV
Close-Out Ratio;
(F) the Aggregate Net Open Position is equal to or greater than the Aggregate Ceiling
Limit;
(F) Tier I Net Open Position is equal to or greater than Tier I Ceiling Limit;
(G) the Tier II Net Open Position is equal to or greater than the Tier II Ceiling Limit;
(H) the Tier 111 Net Open Position is equal to or greater than the Tier III Ceiling Limit;
(I) the Tier IV Net Open Position is equal to or greater than the Tier IV Ceiling Limit;
in each case irrespective of whether or not Eligible Credit Support has been
requested by Party A, or is being delivered to Party A, pursuant to the terms of this
Annex. For purposes of determining whether such an Additional Termination Event
has occurred, at the discretion of Party A, Exposure and Net Collateral Value may be
calculated at any time on any calendar day and, if such day is not a Valuation Date,
the Value of Posted Credit Support may at the discretion of Party A be calculated
based on the Value on the preceding Valuation Date. For purposes of each such
Additional Termination Event, Party B shall be the sole Affected Party.
Notwithstanding any provision of this Agreement that may be to the contrary, if an
Additional Termination Event specified in this Credit Support Annex shall occur with
respect to Party B, Party A shall be entitled to designate an Early Termination Date with
respect to all Transactions with immediate effect. Without limiting such right, Party A
agrees to use reasonable efforts to deliver to Party B notice of such designation in
accordance with Section 12 of this Agreement.
19
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(iv) "Exposure. The definition of "Exposure" in Paragraph 12 is hereby amended by replacing
"Valuation Date" in the first line thereof with "Valuation Time".
(v) Limit on Secured Parry's Liability. The Secured Party will not be liable for any losses or
damages that the Pledgor may suffer as a result of any failure by the Secured Party to
perform, or any delay by it in performing, any of its obligations under this Annex if the
failure or delay results from circumstances beyond the reasonable control of the Secured
Party or its Custodian, such as interruption or loss of computer or communication services,
labor disturbance, natural disaster or local or national emergency.
(vi) Further Assurances. If the Pledgor fails (a) to execute and deliver to the Secured Party such
financing statements, assignments, or other documents or (b) to do such other things relating
to the Posted Collateral as the Secured Party may reasonably request in order to protect and
maintain its security interest in the Posted Collateral and to protect, preserve, and realize
upon the Posted Collateral, then the Secured Party is hereby authorized by the Pledgor (but
not required) to complete and execute such financing statements, assignments, and other
documents as the Secured Party deems appropriate for such purposes. The Pledgor hereby
appoints the Secured Party, during the term of this Agreement, as the Pledgor's agent and
attorney-in-fact to complete and execute such financing statements, assignments and other
documents and to perform all other acts which the Secured Party may deem appropriate to
protect and maintain its security interest in the Posted Collateral and to protect, preserve, and
realize upon the Posted Collateral. The power-of-attorney granted herein to the Secured
Party is coupled with an interest and is irrevocable during the term of this Agreement.
(vii) Transfer.
Eligible Collateral contained in Eligible Accounts shall be deemed (i) "Transferred" to Party
A for purposes of this Annex at all times while such Eligible Accounts are designated as
Cash Collateral Accounts in accordance with this Agreement, (ii) "Transferred" to Party B
for purposes of this Annex when the security interest in such Eligible Collateral in favor of
Party A is released, and (iii) held by Party A for purposes of this Annex at all times on and
after the Transfer of such Eligible Collateral to Party A and before the Transfer of such
Eligible Collateral to Party B.
(viii) The terms of Paragraph 13 of the Annex shall be amended by inserting the following as a
new paragraph (m) as follows:
"(m) Withholding Tax on Interest Amount with respect to Posted Collateral comprised
of Cash:
The provisions of Section 2(d) of this Agreement shall not apply with respect to payment of
the Interest Amount under this Annex, and any withholding tax on the Interest Amount shall
not constitute an Indemnifiable Tax under this Agreement. Paragraph 6(dXii) of this Annex
is hereby amended by inserting "less any applicable withholding tax" after "the Interest
Amount" in line 4 thereof.
The parties hereby acknowledge and agree that, when interpreting any provision or
representation in this Agreement (other than this Annex) relating to tax matters, references to
"payment under this Agreement" or any other words with a similar purport made in this
Agreement (excluding this Annex) shall be deemed to exclude payment of the Interest
Amount under this Annex."
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(ix) Agreement as to Single Secured Party and Pledgor. Party A and Party B agree that,
notwithstanding anything to the contrary in the recital to this Anne; Paragraph 1(b) or
Paragraph 2 or the definitions in Paragraph 12, (a) the term "Secured Party" as used in this
Annex means only Party A, (b) the term "Pledgor" as used in this Annex means only Party B,
(c) only Party B makes the pledge and grant in Paragraph 2, the acknowledgment in the final
sentence of Paragraph 8(a) and the representations in Paragraph 9, (d) only Party B will be
required to make Transfers of Eligible Credit Support hereunder and (e) Paragraph 7 shall
apply to Party B only and shall not apply to Party A.
(x) Changes to Net Open Position. Party A and Party B agree that Party A shall have the right
to change the methodology used to calculate the Net Open Position at any time. Party A
agrees to provide a description of such methodology to Party B upon request.
DEUTSCHE BANK AG SOUTHE
By: By:
Name: MOM@ Name: e
Cynthia
Title: Title: re-e_s r
'rector
U
By:
Name: KATHLEEN YOHE
Title:
DIRECTOR
This undersigned entity, which is an affiliate of Party A, is executing this Annex to evidence its
agreement to Paragraph 13(g)(iv) hereof.
DEU1'72 NK SECURI I S INC9. vMr osal-
By:
Name:
Paul E. Salvas
Title: Thomas Hoddinott
Vice President
Director
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EXHIBIT A
For the purposes of the Credit Support Annex to which this Exhibit is attached and made a part, each of the
following shall be an Eligible Account:-
DEUTSCHE BANK SECURITIES INC.
Primary account number N4G02 5 0 98
Secondary account number N4G02 510 6, N4G02 5114
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SECURITIES ACCOUNT CONTROL AGREEMENT
This agreement, dated October 28, 2013 (this "Agreement") sets forth the agreement
between DEUTSCHE BANK SECURITIES INC. (the "Intermediary"), SOUTHERN TRUST
COMPANY, INC. (the "Debtor") and DEUTSCHE BANK AG or any of its affiliates referred to
in Section 9 (the "Secured Party"). All references herein to the "UCC" shall mean the Uniform
Commercial Code as in effect in the State of New York.
Section 1. Establishment of Securities Account. The Intermediary hereby confirms
that:
1.1 Account Number and Name. The Intermediary has established account
number(s) N4G025098 (hereinafter referred to as the "primary account") and N4G025106,
N4G025114 (hereinafter referred to as the "secondary account") and the account(s) is/are
maintained in the name of the Debtor (hereinafter, collectively the "Securities Account").
1.2 Status as a Securities Account. The Securities Account is a "securities
account" as such term is defined in Section 8-501(a) of the UCC.
Section 2. Maintenance of Securities Account.
2.1 Clearance and Settlement. Debtor and Secured Party understand and
agree that any clearing and settlement firm used by Intermediary in administering the Securities
Account is not authorized to accept, and Debtor and Secured Party agree not to attempt to give,
instructions to such firm. The Securities Account shall include any sub-accounts as may be
established for its proper administration and maintenance.
2.2 Primary and Secondary Accounts.
2.2.1 Prior to or contemporaneous with the execution of this Agreement,
Secured Party shall identify to Intermediary by delivery of a collateral lien instruction or similar
form of Secured Party direction or order (hereinafter referred to as the "Instruction Order") the
financial assets in the primary account that it wants transferred to the secondary account. Subject
to the provisions of this Agreement, the primary account will be used for trading and margin
activities and the secondary account will be used solely to hold financial assets as collateral for
the Secured Party provided that, in the sole discretion of Secured Party, Secured Party may
approve the trading of financial assets held in the secondary account and may move such assets
to the primary account for the settlement of trades by delivery of an Instruction Order. Delivery
of an Instruction Order shall have the same effect as, and shall be upon the same conditions set
forth for a delivery of, an Entitlement Order as defined and provided in Section 2.3.
2.2.2 The Debtor understands and agrees that each of Intermediary and
Secured Party has a lien on the entire Securities Account. Except as provided in Section 2.2.3,
Intermediary has a first lien on the primary account. Secured Party has a first lien on the
secondary account. In addition to the rights of Secured Party under Section 2.2.1, Secured Party
may also deliver an Instruction Order to transfer financial assets from the primary account to the
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secondary account in order to increase its collateral in the secondary account; however,
Intermediary shall only be obligated to honor such Instruction Order if the conditions set forth in
Section 2.6 are satisfied. The Debtor agrees that no additional liens shall be permitted without
the prior written consent of the Secured Party.
2.2.3 If in its sole discretion Secured Party approves the transfer of
assets from the secondary account to the primary account for the settlement of trades,
Intermediary's lien on the financial assets, or any replacement proceeds, while they are held in
the primary account shall be subordinate to that of Secured Party pending return to the secondary
account.
2.3 Entitlement Orders Given by the Secured Party. If at any time the
Intermediary shall receive an entitlement order (as such term is defined in the UCC) in
substantially the form set forth as Exhibit A from the Secured Party directing transfer or
redemption of any financial asset credited to the Securities Account or any free credit balances
with respect to such Securities Account (hereinafter an "Entitlement Order"), the Intermediary
shall comply with such Entitlement Order without further consent by the Debtor or any other
person.
2.4 Debtor's Rights to Instruct the Intermediary Prior to Delivery of a Notice
of Sole Control.
2.4.1 Primary Account. Until such time as the Intermediary receives a
Notice of Sole Control (as defined in Section 2.5) pursuant to Section 2.5 below, the
Intermediary shall honor all instructions and orders from the Debtor with respect to the financial
assets held in the primary account including but not limited to (i) instructions and orders from the
Debtor with respect to the exercise of voting rights, (ii) orders from the Debtor to redeem or
transfer the financial assets, (iii) orders from the Debtor with respect to the selection of
investments.
2.4.2 Secondary Account. The Intermediary will not honor any
instructions from the Debtor with respect to (i) orders from the Debtor to redeem or transfer
financial assets in the secondary account or (ii) orders from the Debtor to trade financial assets in
the secondary account. However, Intermediary will honor instructions from the Debtor with
respect to the exercise of voting rights until Intermediary has received a written notice from
Secured Party that Debtor shall no longer be entitled to exercise such voting rights.
2.4.3 Entitlement Order. In the event that the Intermediary receives an
Entitlement Order from the Secured Party that is inconsistent with any order and/or instructions
received from the Debtor, the Intermediary shall honor the Entitlement Order of the Secured
Party.
2.5 Notice of Sole Control. Without limiting the provisions of Section 2.4.2,
if at any time the Intermediary shall receive from the Secured Party a Notice of Sole Control in
substantially the form set forth in Exhibit B hereto, the Intermediary agrees that after receipt of
such notice, it will take all orders and instructions (including but not limited to instructions
and/or orders with respect to voting, selection of investments, redemption and transfer) with
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respect to the Securities Account (or, if applicable, the specific security entitlements so identified
in such notice) solely from the Secured Party and thereafter shall not honor any orders or
instructions of the Debtor with respect to the Securities Account (or, if applicable, the specific
security entitlements so identified in such notice). In the event that a Notice of Sole Control
identifies only particular security entitlements, and not all security entitlements, with respect to
the Securities Account, the Secured Party may thereafter send one or more additional Notices of
Sole Control identifying additional securities entitlements.
2.6 Condition to Compliance. Notwithstanding the foregoing provisions of
Sections 2.2.2, 2.3, 2.4 and 2.5, Intermediary is not required to comply with an Instruction Order
given under Section 2.2.2 or with an Entitlement Order or Notice of Sole Control given with
respect to the primary account if honoring either the order or notice would cause the value or
composition of the financial assets in the primary account to be out of compliance with the
Intermediary's customary collateral maintenance requirements. In determining whether such
non compliance has occurred, Intermediary shall consider its exposure from Debtor's obligations
for principal and interest on margin loans, margin-related debits, unpaid debits and options
requirements. The foregoing is solely for the benefit of Intermediary and not that of Debtor.
2.7 Intermediary's Duties With Respect to Agreements between the Debtor
and the Secured Party. The Intermediary shall have no duty or obligation whatsoever of any
kind or character to detennine whether or not an event of default exists under any agreement
between the Debtor and the Secured Party. The Intermediary shall honor Entitlement Orders
and/or a Notice of Sole Control irrespective of any knowledge of the Intermediary whether or not
an event of default shall exist or the Secured Party shall have any agreement with the Debtor
limiting or conditioning its right to give such Entitlement Orders or Notice of Sole Control. The
Intermediary shall have no duty to investigate the circumstances under which the Secured Party
is entitled to give any Entitlement Orders or Notice of Sole Control.
2.8 "Financial Assets" lection. The Intermediary hereby agrees that each
item of property, including cash, credited to the Securities Account on or after the date of the
Agreement shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the
UCC.
2.9 Statements. The Intermediary will send copies of all monthly statements
concerning the Securities Account and/or any financial assets credited thereto simultaneously to
both the Debtor and the Secured Party. Such statements shall be sent to the Debtor and the
Secured Party at the address for each set forth in this Agreement.
2.10 Tax Reporting. All items of income, gain, expense and loss recognized in
the Securities Account shall be reported to the Internal Revenue Service and all state and local
taxing authorities under the name and taxpayer identification number of the Debtor.
Section 3. Intermediary's Liens and Ftizhts of Set-Off. In addition to the relative
priority of the security interests of the Intermediary and Secured Party in the primary and
secondary accounts, the Intermediary shall also have a security interest prior to that of Secured
Party in the secondary account as and to the extent necessary to secure Intermediary for the
payment of any usual and customary commissions or fees owing to the Intermediary with respect
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to the Securities Account. The Intermediary shall have rights of set-off with respect to the
Securities Account, however, the Intermediary shall not exercise any such right of set-off unless
and until the Intermediary notifies the Secured Party.
Section 4. Choice of Law.
4.1 Choice of Law. Both this Agreement and the Securities Account shall be
governed by, and construed in accordance with, the laws of the State of New York, without
regard to its conflict of laws principles. Regardless of any provision in any other agreement, for
purposes of the UCC, New York shall be deemed to be the Intermediary's jurisdiction and the
Securities Account (as well as the security entitlements with respect to any financial assets
credited thereto) shall be governed by the laws of the State of New York.
4.2 Submission to Jurisdiction; Jury Waiver. EACH OF DEBTOR,
INTERMEDIARY AND SECURED PARTY HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A
JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT. In any action or proceeding arising out of or relating to this
Agreement, the parties hereto hereby irrevocably submit to the exclusive jurisdiction of the
courts of the State of New York and the federal courts in New York City, and agree that effective
service of process may be made by hand delivery or courier delivery as provided in Section 10
below on Notices. The Secured Party may serve process in any other manner permitted by
applicable law. Debtor hereby irrevocably waives any objection Debtor may now or hereafter
have to the laying of venue in the aforesaid courts, and any claim that any of the aforesaid courts
is an inconvenient forum. To the extent that Debtor or Debtor's property may have or hereafter
acquire immunity, on the grounds of sovereignty or otherwise, from any judicial process in
connection with this Agreement, Debtor hereby irrevocably waives, to the fullest extent
permitted by applicable law, any such immunity and agrees not to claim same. Debtor agrees
that a final judgment in any such action or proceeding shall be conclusive, and may be enforced
in any other jurisdiction by suit on the judgment or in any other permitted manner. Debtor further
agrees that any action or proceeding by Debtor against Secured Party or the Intermediary in
respect to any matters arising out of, or in any way relating to, this Agreement or the obligations
of Debtor hereunder shall be brought only in the State and County of New York.
Section 5. Conflict with Other Agreements.
5.1 In the event of any conflict between this Agreement (or any portion
thereof) and any other agreement now existing or hereafter entered into, the terms of this
Agreement shall prevail,
5.2 No amendment or modification of this Agreement or waiver of any right
hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the
parties hereto.
5.3 The Intermediary has not entered into, and until the termination of this
Agreement will not enter into, any agreement with any other person relating to the Securities
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Account and/or any financial assets credited thereto pursuant to which it has agreed to comply
with entitlement orders (as defined in Section 8-102(aX8) of the UCC) of such other person.
5.4 The Intermediary has not entered into, and until the termination of this
Agreement will not enter into, any agreement with the Debtor or the Secured Party purporting to
limit or condition the obligation of the Intermediary to comply with Entitlement Orders as set
forth in Section 2.3 hereof.
Section 6. Representations. Warranties and Covenants of The Intermedian.
The intermediary hereby makes the following representations, warranties and covenants:
6.1 Enforceable Agreement. This Agreement is the valid and legally binding
obligation of the Intermediary and the Intermediary shall not change the name or account number
of the Securities Account without the prior written consent of the Secured Party;
6.2 Adverse Claims. Except for the claims and interest of the Secured Party,
the Intermediary and the Debtor in the Securities Account, the Intermediary does not know of
any claim to, or interest in, the Securities Account or in any financial asset credited thereto. If
any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment,
judgment, warrant of attachment, execution or similar process) against the Securities Account or
in any financial asset credited thereto, the Intermediary will promptly notify the Secured Party
and Debtor thereof.
Section 7. Indemnification of Securities Intermediary. Debtor and Secured Party
hereby agree that (a) the Intermediary is released from any and all liabilities to the Debtor and
the Secured Party arising from the terms of this Agreement and the compliance of the
Intermediary with the terms hereof, except to the extent that such liabilities arise from the
Intermediary's gross negligence or willful misconduct (provided that Intermediary shall in no
event be liable for any incidental, consequential or punitive damages), and (b) the Debtor, its
sucrnsors and assigns shall at all times indemnify and save harmless the Intermediary and its
affiliates and agents from and against any and all claims, actions and suits of others arising out of
the terms of this Agreement or the compliance of the Intermediary with the terms hereof, except
to the extent that such arises from the gross negligence and willful misconduct of the
Intermediary, its affiliates or its agents, and from and against any and all liabilities, losses,
damages, costs, charges, counsel fees and other expenses of every nature and character arising by
reason of the same (including any fees or charges with respect to the Securities Account), until
the termination of this Agreement.
Section 8. Assignments Prohibited. Each party hereto agrees that it shall not assign
its rights hereunder and any purported or attempted assignment of rights hereunder shall be null
and void and of no effect except the Secured Party may assign its interests hereunder to any
affiliate of Secured Party. If Secured Party assigns its interests to an affiliate, it must give Debtor
and Intermediary ten business day's advance notice in writing.
Section 9. Successors. Subject to the provisions of Section 8 with respect to
voluntary assignment of its rights, the terms of this Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective corporate successors or heirs and
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personal representatives who obtain such tights solely by operation of law. The rights, benefits
and protections of Secured Party under this Agreement shall also inure to the benefit of any
affiliate of Secured Party (other than Intermediary) which has been granted a security interest in
the Securities Account pursuant to separate documentation executed for the benefit of both the
Secured Party and such affiliate.
Section 10. Notices. Any notice, request or other communication required or
permitted to be given under this Agreement shall be in writing and deemed to have been properly
given when delivered in person or when sent by facsimile and electronic confirmation of error
free receipt is received or two business days after being delivered to a reputable overnight
delivery service for next day delivery, addressed to the party at the address set forth below.
Debtor:
Name: SOUTHERN TRUST COMPANY, INC.
Address: 6100 Red Hook Quarter B3
St Thnmac TIS Viroin Islands 00802
Telephone:
Facsimile:
Attention:
Secured Party:
Name: DEUTSCHE BANK AG
Address: 345 PARK AVE,26th Fir. NY, NY 10154
Telephone: 212-454-3254
Facsimile: 646-502-4292
Attention: Gedeon Pinedo
Intermediary:
Name: DEUTSCHE BANK SECURITIES, INC.
Address: 345 PARK AVE, I 41h Flr., NY, NY 10154
Telephone:
Facsimile:
Attention: Nicholas Haigh, Managing Director
Any party may change its address for notices in the manner set forth above.
Section 11. Termination.
11.1 Termination of this Agreement. The obligations of the Intermediary to the
Secured Party pursuant to this Agreement shall continue in effect until the Secured Party has
notified the Intermediary of such termination in writing in substantially the form of Exhibit C
hereto. The termination of this Agreement shall not terminate the Securities Account or alter the
obligations of the Intermediary to the Debtor pursuant to any other agreement with respect to the
Securities Account.
11.2 Termination of Account. The Intermediary may, upon 30 days written
notice to Debtor and Secured Party, resign as Intermediary hereunder and transfer all financial
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assets to another institution. The Secured Party shall have the right to identify the institution and
the account to which financial assets shall be transferred by sending an Entitlement Order to the
Intermediary at any time prior to the expiration of the thirtieth (30th) day after written notice
from the Intermediary is sent to the Secured Party. If the Intermediary has not prior to the
expiration of the 30 day received an Entitlement Order from the Secured Party directing
transfer, the Intermediary may honor an Entitlement Order from the Debtor. If neither the
Secured Party nor the Debtor has delivered a suitable Entitlement Order with respect to the
transfer of the financial assets credited to the Securities Account, the Intermediary may, at its
option, deposit the assets with a court of competent jurisdiction or establish a successor account
at another institution. Any such successor account established by the Intermediary at another
institution shall be maintained in the same name as the Securities Account; but other than the
name in which the account is maintained, the Intermediary shall have no obligation to establish
an account with the same or even similar terms as the Securities Account.
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Section 12. Counterparts. This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any party hereto may
execute this Agreement by signing and delivering one or more counterparts.
SOUTHE
Debtor
By:
Name: (-7-
Title:
re -5i
By:
Name:
Title:
Name:
Title: Director Cynthia
Cuomo
Directoi
By: KATHLEEN YOI IC
Nahte:
Title: DIRECTOR
DEUTSCHE NK SECURITIES INC.
By:
Name: Paul E.
Title: Vice Presiden!
By:
IC
Name:
Title: Thomas HHooddddiinnootttt
Director
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Exhibit A
[Letterhead of Secured Party]
[Date]
[NAME AND ADDRESS OF THE INTERMEDIARY]
Re: Entitlement Order for Securities
Account No. (the "Securities Account")
Ladies and Gentlemen:
As referenced in the Agreement, dated 20_ (the "Agreement"), among
(the "Debtor"), you and the undersigned (a copy of which is attached),
pursuant to Section 2 of the Agreement, we hereby give you the following entitlement order with
respect to account number
0 Order to Redeem
You are hereby ordered to redeem the following financial assets:
Any proceeds received on redemption should be credited to the
Securities Account.
0 Order to Transfer
You are hereby ordered to transfer the following financial assets from the
Securities Account:
Such financial assets should be transferred by you to for
credit to Account No. maintained in the name
Very truly yours,
[NAME OF SECURED PARTY]
By:
Name:
Title:
cc:
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Exhibit B
[Letterhead of Secured Party]
[Date]
[NAME AND ADDRESS OF THE INTERMEDIARY]
Re: Notice of Sole Control
for Securities Account No.
Ladies and Gentlemen:
As referenced in the Agreement, dated 20_ (the "Agreement"), among
(the "Debtor"), you and the undersigned (a copy of which is attached) we
hereby give you notice of our sole control over the following securities entitlements with respect
to securities account number (the "Securities Account"):
q All security entitlements with respect to all financial assets now or hereafter
credited to the Securities Account.
Select
q The security entitlements with respect to the following financial assets credited to
the Securities Account:
You are hereby instructed not to accept any direction, instructions or entitlement orders with
respect to the security entitlements described above from any person other than the undersigned,
unless otherwise ordered by a court of competent jurisdiction.
You are instructed to deliver a copy of this notice by facsimile transmission to the
Debtor.
Very truly yours,
[NAME OF SECURED PARTY]
By:
Name:
Tide:
cc:
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Exhibit C
[Letterhead of Secured Party]
[Date]
[NAME AND ADDRESS OF THE INTERMEDIARY]
Re: Termination of Agreement
You are hereby notified that the Agreement, dated , 20_ (the
"Agreement"), among you, (the "Debtor") and the undersigned (a copy of which is
attached) is terminated and you have no further obligations to the undersigned pursuant to such
Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to
accept all future directions with respect to Securities Account number from the
Debtor. This notice terminates any obligations you may have to the undersigned with respect to
such account; however, nothing contained in this notice shall alter any obligations which you
may otherwise owe to the Debtor pursuant to any other agreement.
You are instructed to deliver a copy of this notice by facsimile transmission to [insert
name of Debtor].
Very truly yours,
[NAME OF SECURED PARTY]
By:
Name:
cc:
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