EFTA01282501.pdf

Deutsche Bank AC THE BOND MARKET ASSOCIATION International Securities Market Association The Bond Mattel Association Rigistrasse 60. P.O. Box 169. CH-8033 Zurich Ncw York • Washington • London www.isma.org www.bondmarkets.com 2000 VERSION TBMAASMA GLOBAL MASTER REPURCHASE AGREEMENT Dated a of January 7.2015 Between: DEUTSCHE BANK AG r Pony An and SOUTHERN FliANCIAL LLC ("Party B") 1. Applicability ions in which one party, acting through a (a) From time to time the patties hereto may enter into transact acting through a Designated Office, ("Buyer") Designated Office. (- Seller") agrees to sell to the other, ents (- Securiti es") (subject to paragraph 1(c), other than equities and securities and financial instrum purchase price by Buyer to Seller, with a Net Paying Securities) against the payment of the to sell to Seller Securiti es equivalent to such Securities at a date simultaneous agreement by Buyer ase price by Seller to Buyer. certain or on demand against the payment of the repurch ion ("Repurchase Transaction") or a buy and (b) Each such transaction (which may be a repurchase transact shall be referred to herein as a "transaction" and sell back transaction ("Buy/Sell Back Transaction") ent, includin g any supplemental terms or conditions contained in shall be governed by this Agreem Annex I hereto, unless otherwise agreed in %wiling. c If this Agreement may be applied to - I hereto, and the provisions of the (i) Buy/Sell Back Transactions. this shall be specified in Annex Back Annex shall apply to such Buy/Se ll Back Transac tions: Buy/Sell I hereto and the provisions of Annex I. (ii) Net Paying Securities. this shall be specified in Annex Transac tions involvin g Net Paying Securities. paragraph 1(b) shall apply to ent by either party as an agent, this shall be (dl If 'Transactions arc to be effected under this Agreem the Agency Annex shall apply to such Agency specified in Annex I hereto, and the provisions of Transactions. 2. Definitions Confidential SDNY_GM_00038035 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R CRIM. P 6(e) DB-SDNY-0000869 EFTA_00148644 EFTA01282501  (a) "Act of Insolvency" shall occur with respect to any party hereto upon - (i) 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 (iii) its seeking. consenting to or acquiescing in the appointment of any trustee, administrator. reeds er or liquidator or analogous officer of it or any material part of its property; or (iv) the presentation or filing of a petition in respect of it (other than by the eounterparty 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 Pally (or any analogous proceeding) or seeking any reorganisation, arrangement, composition, re• adjustment. administration, liquidation. dissolution or similar relief under any present or future statute. law or regulation. such petition (except in the case of a petition for winding-up or any analogous 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 (v) the appointment of a receiver. administrator, liquidator or trustee or analogous officer of such party or over all or any material part of such party's property: or (vi) the convening of any meeting of its creditors for the purposes of considering a voluntary arrangement as referred to in section 3 of the Insolvency Act 1986 (or any analogous proceeding): "Agency Transaction". the meaning specified in paragraph I of the Agency Annex: - Appropriate Marko-. the meaning specified in paragraph 10: "Base Currency". the currency indicated in Annex I hereto; "Business Day" - (i) in relation to the settlement of any Transaction which is to be settled through Clearsucam or Euroelear. a day on which Clearstream or. as the case may be. Eurockar is open to settle business in the currency in which the Purchase Price and the Repurchase Price an denominate): (ii) in relation to the settlement of any Transaction which is to be settled through a settlement system other than Ctearsuram or [unclear, 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 (iv) 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 entreaty and, if different. in the place where any account designated by the parties for the making or receipt of the payment is situated (or, 'm the east of a payment in euro, a day oft which TARGET operates) "Cash Margin", a cash sum paid to Buyer or Seller in accordance with paragraph 4; -Clearstream". Ckarstrcarn Banking, societe anonyme. (previously Cedelbank) or any successor thereto: "Confirmation", the meaning specified in paragraph 3(b); "Contractual Currency". the meaning specified in paragraph ?fa): "Defaulting Party- , the meaning specified in paragraph 10: Confidential SDNY_GM_00038036 CONFIDENTIAL CONFIDENTIAL— PURSUANT TO FED R CRIM. P 6(e) DB-SDNY-0000860 EFTA_00148645 EFTA01282502  (k) "Ikfault Market Value", the meaning specified in paragraph 10: (I) - Default Notice", a written notice served by the non-Defaulting Party on the Defaulting Part• under paragraph 10 stating that an event shall be treated as an Event of Default for the purposes of this Agreement; (ml "Default Valuation Notice", the meaning specified in paragraph 10; (n) "Default Valuation Time". the meaning specified in paragraph 10: (o) "Deliverable Securities", the meaning specified in paragraph 10: (p) "Designated Office". with respect to a party, a branch or office of that party which is specified as such in Anne% I hereto or such other branch or office as may be agreed to by the panics; (q) "Distributions- , the meaning specified in subparagraph (w) below: (r) "Equivalent Margin Securities", Securities equivalent to Securities previously transferred as Margin Securities: (s) - Equivalent Securities". with respect to a Transaction, Securities equivalent to Purchased Securities under that Transaction. If and to the extent that such Purchased Securities have been redeemed. the expression shall mean a sum of money equivalent to the proceeds of the redemption; (t) Securities are "equivalent to" other Securities for the purposes of this Agreement if they am: (i) of the saint issuer, (ii) part of the AMC issue; and (iii) of an identical type, nominal value. description and (except where otherwise stated) amount as those other Securities. provided that - (A) Securities will be equivalent to other Securities notwithstanding that those Securities have been redenominated into cum or that the nominal value of those Securities has changed in connection with such redenomination: and (B) where Securities have been convened subdivided or consolidated or have become the subject of a takeover or the holders of Securities have become entitled to receive or acquire other Securities or other property or the Securities have become subject to any similar event. the expression "equivalent to" shall mean Securities equivalent to (as defined in the provisions of this definition preceding the proviso) the original Securities together with or replaced by a sum of money or Securities or other property equivalent to (as so defined) that receivable by holders of such original Securities resulting from such event; (u) "Eurockar". Morgan Guaranty Trust Company of New York, Brussels office. as operator of the Eurockar System: (v) "Event of Default". the meaning specified in paragraph 10; (w) - 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"); of 00 - Income Payment Date", with respect to any Securities, the date on which Income is paid in respect 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; in (y) "LIBOR". in relation to any sum in any currency, the one month London Inter Bank Oil ned Rale as respect of that currency as quoted on page 3750 on the Bridge Telerate Service (or such other page be may replace page 3750 on that service) as of 11:00 a.m., London time. on the date on which it is to determined: (7) "Margin Ratio", with respect to a Transaction. the Market Value of the Purchased Securities at the time when the Transaction was entered into divided by the Purchase Price (and so that. where a Transaction 3 Confidential SDNY_GM_00O38O37 CONFIDENTIAL CONFIDENTIAL- PURSUANT TO FED R CRIM. P 6(e) DB-SDNY-0000861 EFTA_OO148646 EFTA01282503  relates to Securities of different descriptions and the Purchase Price is apportioned by the panics among Purchased Securities ofeach such description, a separate Margin Ratio shall apply in respect of Securities of each such description), or such other proportion as the panics may agree with respect to that Transaction: (aa) "Margin Securities", in relation to a Margin Transfer. Securities reasonably acceptable to the party calling for such Margin Transfer; the (bb) - Margin Transfer", any, or any combination of the payment or repayment of Cash Margin and transfer of Margin Securities or Equivalent Margin Securities: (cc) "Market Value", with respect to any Securities as of any time on any date, the price for such Securities at such time on such date obtained from a generally recognised source agreed to by the panics (and where different prices arc obtained for different delivery dates, the price so obtainable for the earliest available such delivery date) (provided that the price of Securities that are suspended shall (for the purposes of paragraph 4) be nil unless the panics otherwise agree and (fur all other purposes) shall be the price of those Securities as of close of business on the dealing day in the relevant market last preceding the dale of suspension) plus the aggregate amount of Income which, as of such date. has accrued but not yet been paid in respect of the Securities to the extent nut included in such price as of such date. and for these purposes any sum in a currency other than the Contractual Currency for the Transaction in question shall be converted into such Contractual Currency at the Spot Rate prevailing at the relevant time: (dd) -Net Exposure", the meaning specified in paragraph 4(e); (ee) the - Net Margin" provided to a party at any time, the excess (if any) at that time of (i) the sum of the on such Cash Margin which has amount of Cash Margin paid to that party (including accrued interest not been paid to the other party) and the Market Value of Margin Securities transferred to that party under paragraph 4(a) (excluding any Cash Margin which has been repaid to the other party and any Margin Securities in respect of which Equivalent Margin Securities have been transferred to the other party) over (ii) the sum of the amount of ('ash Margin paid to the other party (including accrued interest on such Cash Margin which has not been paid by the other party) and the Market Value of Margin Securities transferred to the other party under paragraph 400 (excluding any Cash Margin which has been repaid by the other parry and any Margin Securities in respect of which Equivalent Margin Securities hese been transferred by the other party) and for this purpose any amounts not denominated in the Base Currency shall be convened into the Base Currency at the Spot Rate prevailing at the relevant time: (8) "Net Paying Securities-, Securities which am of a kind such that. were they to be the subject of a Transaction to which paragraph 5 applies, any payment made by Buyer under paragraph 5 would be one in respect of which either Buyer would or might be required to make a withholding or deduction for or on account of taxes or duties or Seller might be required to make or account for a payment for or on account or taxes or duties (in each case other than tax on overall net income) by reference to such payment Igg) "Net Value", the meaning specified in paragraph 10: (AA) "New Purchased Securities", the meaning specified in paragraph 8(a): (ii) "Price Differential". with respect to any Transaction as of any date. the aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction (on a 360 day basis or 365 day basis in accordance with the applicable ISMA convention, unless otherwise agreed between the parties for the Transaction), for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the date of calculation or. if earlier. the Repurchase Date: -Pricing Rate", with respect to any Transaction, the per annum percentage rate his calculation of the Price Differential agreed to by Buyer and Seller in relation to that Transaction: 4 Confidential SDNY_GM_00038020 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED R CRIM. P 6(e) DB-SDNY-0000862 EFTA_00148647 EFTA01282504  (kk) "Purchase Date", with respect to any Transaction, the date on which Purchased Securities arc to be sold by Seller to Buyer in relation to that Transaction: or are to be (II) "Purchase Price". on the Purchase Date, the price at which Purchased Securities are sold sold by Seller to Buyer, to (mm) "Purchased Securities", with respect to any Transaction, the Securities sold or to be sold by Seller Buyer under Buyer under that Transaction, and any New Purchased Securities transferred by Seller to paragraph 8 in respect of that Transaction; (nn) "Receivable Securities", the meaning specified in paragraph 10; (00) "Repurchase Date", with respect to any Transaction, the date on which Buyer is to sell Equivalent Securities to Seller in relation to that Transaction: Price (pp) "Repurchase Price", with respect to any Transaction and as of any date, the sum of the Purchase and the Price Differential as of such date: (qq) "Special Default Notice". the meaning specified in paragraph 14: (rr) "Spot Rate", where an amount in one currency is to be convened into a second currency on any date. unless the panics otherwise agree. the spot rate of exchange quoted by Barclays Bank PLC in the London inter-bank market for the sale by it of such second currency against a purchase by it of such first currency: (ss) - TARGET". the Trans-European Automated Real-time Gross Settlement Express Transfer System; (U) "Term", with respect to any Transaction, the interval of time commencing with the Purchase Date and ending with the Repurchase Date: (uu) -Termination", with respect to any Transaction, refers to the requirement with respect to such Transaction for Buyer to sell Equivalent Securities against payment by Seller of the Repurchase Price in accordance with paragraph 3(1). and reference to a Transaction having a "fixed term" or being -terminable upon demand" shall be construed accordingly: (vv) "Transaction Costs", the meaning specified in paragraph 10; (ww) "Transaction Exposure", with respect to any Transaction at any time during the period from the Purchase Date to the Repurchase Date (or, if later, the date on which Equivalent Securities are delivered to Seller or the Transaction is terminated under paragraph 10(g) or 10(h)), the difference between (i) the Repurchase Price at such time multiplied by the applicable Margin Ratio (or. where the Transaction relates to Securities of more than one description to which different Margin Ratios apply, Securities of each the amount produced by multiplying the Repurchase Price attributable to Equivalent such description by the applicable Margin Ratio and aggregating the resulting amounts, the Repurchase Price being for this purpose attributed to Equivalent Securities of each such description in the same proportions as those in which the Purchase Price was apportioned among the Purchased Securities) and has a (ii) the Market Value of Equivalent Securities at such time. If (i) is greater than (ii). Buyer Transaction Exposure for that 'transaction equal to that excess. If (ii) is greater than (i). Seller has a Transaction Exposure for that Transaction equal to that excess; and (xx) except in paragraphs 14(bpi) and IS. references in this Agreement to "written" communications and communications "in writing" include communications made through any electronic system agreed between the parties which is capable of reproducing such communication in hard copy form. 3. Initiation; Confirmatio.; Termination (a) A 'transaction may be entered into orally or in writing at the initiation of either Buyer or Seller. (b) Upon agreeing to enter into a Transaction hereunder Buyer or Seller (or both). as shall have been agreed. shall promptly deliver to the other party written confirmation of such Transaction (a "Confirmation"). 5 Confidential SDNV_GM_00038039 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R CRIM. P 6(e) DB-SDNY-0000863 EFTA_00138648 EFTA01282505  or other The Confirmation shall describe the Purchased Securities (including CUSIP or ISIN identifying number or numbers, if any). identify Buyer and Seller and set forth - the Purchase Date: (ii) the Purchase Price; (iii) the Repurchase Date, unless the Transaction is to be terminable on demand (in which ease the Confirmation shall stale that it is terminable on demand); (iv) the Pricing Rate applicable to the Transaction. in respect of each party the details of the bank accountlsi to which payments to be made hereunder are to be credited; (vi) !Acre the Buy/Sell Back Annex applies, whether the Transaction is a Repurchase Transaction or a Buy/Sell Back Transaction: (vii) where the Agency Annex applies, whether the Transaction is an Agency Transaction and, if so, the identity of the party which is acting as agent and the name, code or identifier of the Principal: and (viii) any additional terms or conditions of the Transaction; and may be in the form of Annex II hereto or may be in any other form to which the parties agree. The Confirmation relating to a Transaction shall, together with this Agreement, constitute prima facie is evidence of the terms agreed between Buyer and Seller for that Transaction, unless objection made with respect to the Confirmation promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement. the Confirmation shall prevail in respect of that Transaction and those terms only. its (c) On the Purchase Date for a Transaction. Seller shall transfer the Purchased Securities to Buyer or agent against the payment of the Purchase Price by Buyer. (d) Termination of a Transaction will be effected. in the case of on demand Transactions, on the date specified for Termination in such demand, and, in the case of fixed term Transactions, on the date fixed for Termination. or Seller. by (e) In the case of on demand Transactions, demand for Termination shall be made by Buyer telephone or otherwise, and shall provide for Termination to occur after not less than the minimum period as is customarily required for the settlement or delivery of money or Equivalent Securities of the relevant kind. (I) On the Repurchase Date. Buyer shall transfer to Seller or its agent Equivalent Securities against the to payment of the Repurchase Price by Seller (less any amount then payable and unpaid by Buyer Seller pursuant to paragraph 5). 4. \I argin Maintenance to (a) If at any time either party has a Net Exposure in respect of the other party it may by notice the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure. (b) A notice under subparagraph (a) above may be given orally or in wilting. (c) For the purposes of this Agreement a party has a Net Exposure in respect of the other party if the aggregate of all the first party's 'transaction Exposures plus any amount payable to the first party under paragraph 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party's Transaction Exposures plus any amount payable to the other party and the under paragraph 5 but unpaid less the amount of any Net Margin provided to the other party: amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be convened into the Base Currency at the Spot Rate prevailing at the relevant time. (d) To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to it. that party shall be entitled to require that such Margin Transfer be satisfied first by 6 Confidential SDNY_GM_00038040 CONFIDENTIAL CONFIDENTIAL- PURSUANT TO FED. R CRIM. P 6(e) DB-SDNY-0000864 EETA_00148649 EFTA01282506  of Equivalent Margin Securities but, subject to this. the repayment of such Cash Margin or the delivery of a Margin Transfe r shall be at the option of the party making such Margin Transfer. the composition Currency or such other currency as the parties may (c) Any Cash Margin transferred shall be in the Base agree. a debt owing from the party receiving such payment to the 10 A payment of Cash Margin shall give rise to party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be y or otherwise agreed between the parties. specified in Annex 1 hereto in respect of the relevant currenc to the terms of this Agreem ent and shall be repayable subject graph (a) above to make a Margin Transfer, it Ig) Where Seller or Buyer becomes obliged under subpara Securiti es or Equival ent Margin Securities within the minimum shall transfer (:ash Margin or Margin is there specified, such minimum period as is period specified in Annex I hereto or. if no period settleme nt or delivery of money, Margin Securities or Equivalent Margin customarily required for the Securities of the relevant kind. tion, the provisions of subparagraphs (a) to (g) (h) The parties may agree that with respect to any Transac may be pmvided separately in respect of that Transaction above shall not apply but instead that margin in which case ing whether either party has a Net that Transaction shall not he taken into account when calculat Exposure: tion in such manner as the panics may agree: (ii) margin shall be provided in respect of that Transac and be taken into account for the purposes (iii) margin provided in respect of that Transaction shall not of subparagraphs (a) to (g) above. which may arise shall be eliminated not by Margin (i) The parties may agree that any Net Exposure ph but by the repricing of Transactions under Transfers under the preceding provisions of this paragra the adjustm ent of Transac tions under subparagraph (k) below or a combination subparagraph (j) below, of both these methods. riced under this subparagraph. such repricing (j) Where the panics agree that a Transaction is to be rep shall be effected as follows - (the "Original Transaction") shall be (i) the Repurchase Date under the relevant Transaction to be effected (the "Repricing Date"); deemed to occur on the date on which the repricing is into a new Transaction (the "Repriced Transaction") (ii) the parties shall be deemed to have entered on the terms set out in (iii) to (vi) below; be Securities equivalent to the the Purchased Securities under the Repriced Transaction shall Purchased Securiti es under the Origina l Transac tion; d Transaction shall be the Repricing Date: (iv) the Purchase Date under the Reprice tion shall be such amount as shall, when (r) the Purchase Price under the Repriced Transac by the Margin Ratio applica ble to the Origina l Transaction, be equal to the Market multiplied Value of such Securities on the Reprici ng Date: and, subject as aforesaid, the other (vi) the Repurchase Date. the Pricing Rate. the Margin Ratio shall he identica l to those of the Original Transaction: terms of the Repriced Transaction to the delivery of the Purchased Securities and the (vii) the obligations of the parties with respect tion shall be set off against their payment or the Purchase Price under the Repriced Transac respect to the delis ay of Equival ent Securiti es and payment of the Repurchase obligations with gly only a net cash sum shall he paid by one Price under the Original Transaction and accordin other. Such net cash sum shall be paid within the period specified in subparagraph pan)• to the (g) above. al tion") under this subparagraph shall be effected The adjustment of a Transaction (the "Origin Transac g that on the date on which the adjustm ent is to be made (the "Adjustment Date") by the parties agreein 7 Confidential SDNY_GM_00038041 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R CRIM. P 6(e) DB-SDNY-0000865 EFTA_00148650 EFTA01282507  the Original Transaction shall be terminated and they shall enter into a new Transaction (thc "Replacement Transaction") in accordance with the following provisions • the (i ) the Original Transaction shall be terminated on the Adjustment Date on such terms as panics shall agree on or before the Adjustment Date: (ii) the Purchased Securities under the Replacement Transaction shall be such Securities as the panics shall agree on or before the Adjustment Date (being Securities the aggregate Market Value of which at the Adjustment Date is substantially equal to the Repurchase Price under the Original Transaction at the Adjustment Date multiplied by the Margin Ratio applicable to the Original Transaction): (iii) the Purchase Date under the Replacement Transaction shall be the Adjustment Date: (iv) the other terms of the Replacement Transaction shall be such as the parties shall agree on or before the Adjustment Date: and (v) the obligations of the parties with respect to payment and delivery of Securities on the Adjustment Date under the Original Transaction and the Replacement Transaction shall be settled in accordance with paragraph 6 within the minimum period specified in subparagraph (g) above. S. Income Payments Unless otherwise agreed • (i) where the MT, of a particular Transaction extends over an Income Payment Date in respect of any Securities subject to that Transaction. Buyer shall on the date such Income is paid by the issuer transfer to or credit to the account of Seller an amount equal to (and in the same currency as) the amount paid by the issuer: (ii) where Margin Securities are transferred from one party ("the first party") to the other party ("the second party- ) and an Income Payment Date in respect of such Securities occurs before Equivalent Margin Securities are transferred by the second party to the first party, the second party shall on the date such Income is paid by the issuer transfer to or credit to the account of the first party an amount equal to (and in the same currency as) the amount paid by the issuer: and for the avoidance of doubt references in this paragraph to the amount of any Income paid by the issuer of any Securities shall be to an amount paid without any withholding or deduction for or on account of taxes or duties notwithstanding that a payment of such Income made in certain circumstances may be subject to such a withholding or deduction. 6. Payment and Transfer (a) Unless otherwise agreed, all money paid hereunder shall be in immediately available freely convertible for funds of the relevant currency. All Securities to be transferred hereunder (i) shall be in suitable form transfer and shall be accompanied by duly executed instruments of transfer or assignment in blank (where required for transfer) and such other documentation as the transferee may reasonably request. or (ii) shall be transferred through the book entry system of Euroclear or Clearstream. or (iii) shall be transferred through any other agreed securities clearance system or (iv) shall be transferred by any other method mutually acceptable to Selkr and Buyer. (b) Unless otherwise agreed. all money payable by one party to the other in respect of any 'transaction or duties of shall be paid free and clear of, and without withholding or deduction for, any taxes whatsoever nature imposed. levied. collected, withheld or assessed by any authority having power to tax. unless the withholding or deduction of such taxes or duties is required by law. In that event, unless otherwise agreed, the paying party shall pay such additional amounts as will result in the net amounts to receivable by the other party (after taking account of such withholding or deduction) being equal be such amounts as would have been received by it had no such taxes or duties been required to withheld or deducted. (c) Unless otherwise agreed in writing between the panics, under each Transaction transfer of Purchased Securities by Seller and payment of Purchase Price by Buyer against the transfer of such Purchased of Securities shall be made simultaneously and transfer of Equivalent Securities by Buyer and payment Repurchase Price payable by Seller against the transfer of such Equivalent