EFTA00169456.pdf

Deutsche Bank AC THE BOND MARKET AS SOC IATI ON International Securities Market Association The Bond Market Association Rigistrasse 60. P.O. Box 169. CH-8033 Zurich New York • Washington • London www.isma.org www.bondmarkets.com 2000 VERSION TBMAASMA GLOBAL MASTER REPURCHASE AGREEMENT Dated as of.lanuaci 7,2015 Between: DEUTSCHE BANK AG ("a" A") and SOUTIIERN FINANCIAL LLC (ta*. B") I. Applicability ions in which one party, acting through a (a) From time to time the parties hereto may enter into transact acting through a Designated Office. ("Buyer") Designated Office. (-Sake-) agrees to sell to the other. ents (- Securiti es") (subject to paragraph 1(c). other than equities and securities and financial instrum the purchas e price by Buyer to Seller, with a Net Paying Securities) against the payment of nt by Buyer to sell to Seller Securiti es equivale nt to such Securities at a date simultaneous agreeme the repurch ase price by Seller to Buyer. certain or on demand against the payment of 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") this Agreem ent, includin g any supplem ental terms or conditions contained in shall be governed by Annex I hereto, unless otherwise agreed in writing. (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 Transac tions; Buy/Sell Back Annex shall apply to such Buy/Sell Back and the provisions of Annex I. (ii) Net Paying Securities, this shall be specified in Annex I hereto apply to Transac tions involvin g Net Paying Securiti es. paragraph I (b) shall by either pany as an agent, this shall be (d) If Transactions are to be effected under this Agreement ns of the Agency Annex shall apply to such Agency specified in Annex I hereto, and the provisio transactions. 2. Definitions Confidential CONFIDENTIAL - PURSUANT TO FED. R CRIM. P. 6(e) atatatg859 EFTA_00019729 EFTA00169456  (a) "Act of Insolvency" shall occur with respect to any party hereto upon - its making a general assignment for the benefit of. entering into a reorganisation, arrangement, or composition with creditors: or (ii) its admitting in writing that it is unable to pay its debts as they become due; or its seeking. consenting to or acquiescing in the appointment of any trustee, administrator, receiver or liquidator or analogous officer of it or any material part of its property; or (iv) the presentation or filing of a petition in respect of it (other than by the counterparty to this Agreement in respect of any obligation under this Agreement) in any court or before any agency alleging or for the bankruptcy. winding•up or insolvency of such party (or any analogous proceeding) or seeking any reorganisation, arrangement, composition. re. adjustment. administration, liquidation. dissolution or similar relief under any present or future statute, law or regulation, such petition (except in the case of a petition for winding-up or any analogous procceding. in respect of which no such 30 day period shall apply) not having been stayed or dismissed within 30 days of its filing; or such the appointment of a receiver. administrator, liquidator or trustee or analogous officer of party or over all or any material part of such party's pmpeny: or (v)) the convening of any meeting of its creditors for the purposes of considering a voluntary arrangement as referred to in section 3 of the Insolvency Act 1984 (or any analogous proceeding): (b) - Agency Transaction". the meaning specified hi paragraph I of the Agency Annex: (e) "Appropriate Market'. the meaning specified in paragraph 10: (d) "Bast Currency ". the cement" indicated in Annex I hereto: (e) "Business Day - - (i) in relation to the settlement of any Transaction which is to be settled through Clearsueam or Euroclear. a day on which Clearstream or, as the case may he, Eurnclear is open to settle business in the currency in which the Purchase Price and the Repurchase Price arc denominated: (ii) in relation to the settlement of any Transaction which is to be settled through a settlement system other than Clearstrcam or tiuroclear, a day on which that settlement system is open to settle such Transaction: in relation to any denser) of Securities not falling within (i) or (ii) above, a day on which banks arc open for business in the place where delivery of the relevant Securities is to be effected: and (iv) in relation to any obligation to make a payment not falling within (i) or (ii) above. n day other than ■ Saturday or a Sunday on which banks are open for business in the principal financial centre of the country of which the currency in which the payment is denominated is the official currency and, if different, in the place where any account designated by the parties for the making or receipt of the payment is situated (or, in the ease of a payment in curo, a day on which TARGET operates): "Cash Margin", a cash sum paid to Buyer or Seller in accordance with paragraph 4; successor - Clearstream". ekarstream Banking. societe anonyme. (previously Cedelbank) or any thereto: "Confirmation", the meaning specified in paragraph 3(b); "Contractual Currency". the meaning specified in paragraph 7(a): "Defaulting Party'. t he meaning specified in paragraph to: Confidential CONFIDENTIAL — PURSUANT TO FED. R CRIM. P. 6(e) WA-93M8860 EFTA_00019730 EFTA00169457  (k) - Default Market Value", the meaning specified in paragraph ID: (I) -Default Notice", a written notice served by the non.Defaulting Party on the Defaulting Party under paragraph It) stating that an event shall be treated as an Event of Default for the purposes of this Agreement; (ml "Default Valuation Notice". the meaning specified in paragraph 10: (n) - Default Valuation Time-. the meaning specified in paragraph 10: (o) "Deliverable Securities", the meaning specified in paragraph 10: (p) "Designated Office". with respect to a party, a branch or office of that party which is specified as such in Annex I hereto or such other branch or office as nun be agreed to by the panics: (q) "Distributions", the meaning specified in subparagraph (w) below: "Equivalent Margin Securities", Securities equivalent to Securities previously transferred as Margin Securities: (s) "Equivalent Securities", with respect to a Transaction, Securities equivalent to Purchased Securities the under that Transaction. If and to the extent that such Purchased Securities have been redeemed. expression shall mean a sum of money equivalent to the proceeds of the redemption; (t) Securities are "equivalent to" other Securities for the purposes of this Agreement if they are: (i) of the same issuer: (ii) pact of the same issue: and (iii) of an identical type, nominal value. description and (except where otherwise stated) amount as those other Securities, provided that - (A) Securities will be equivalent to other Securities notwithstanding that those Securities have been redenominated into cum or that the nominal value of those Securities has changed in connection with such redenomination: and (3) where Securities have been converted, subdivided or consolidated or have become the subject of a takeover or the holders of Securities have become entitled to receive or acquire other Securities or other property or the Securities have become subject to any similar event, the expression "equivalent to" shall mean Securities equivalent to (as defined in the provisions of this definition preceding the proviso) the original Securities together with or replaced by a sum of money or Securities or other property equivalent to (as so defined) that receivable by holders of such original Securities resulting from such event; (u) "Eurockar". Morgan Guaranty Trust Company of New York, Brussels office.. as operator of the Eurockar System: (v) "Event of Defauh". the meaning specified in paragraph I0; (w) income", with respect to any Security at any lime, all interest, dividends or other distributions thereon. but excluding distributions which are a payment or repayment of principal in respect of the relevant securities (- Distributions—ft of (x) "Income Payment Date, with respect to any Securities, the date on which Income is paid in respect particular such Securities or. in the case of registered Securities, the date by reference to which registered holden are identified as being entitled to payment of Income: Rate in "LIBOR", in relation to any sum in any currency, the one month London Inter Bank Offered respect of that currency as quoted on page 3750 on the Bridge Telerate Service (or such other page as may %place page 3750 on that service) as of 11:00 London time, on the date on which it is to be determined: (7) "Margin Ratio". with respect to a Transaction. the Market Value of the Purchased Securities at the time when the Transaction was entered into divided by the Purchase Price (and so that, where a Transaction 3 Confidential CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) SLINObgb861 EFTA_00019731 EFTA00169458  relates to Securities of different descriptions and the Purchase Pnce is apportioned by the panics among Purchased Securities of each such description. a separate Margin Ratio shalt apply in respect of to Securities of each such description), or such other proportion as the parties may' agree with respect that Transaction: fan) "Margin Securities", in relation to a Margin Transfer. Securities reasonably acceptable to the party calling for such Margin Transfer; (bb) "Margin Transfer", any. or any combination of, the payment or repayment of Cash Margin and the 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 parties (and where different prices are obtained for different delivery dates, the price so obtainable for the earliest available such delivery date) (provided that the price of Securities that are suspended shall (for the purposes of paragraph 4) be nil unless the panics otherwise agree and (for all other purposes) shall be the price of those Securities as of close of business on the dealing day in the relevant market last preceding the dale of suspension) plus the aggregate amount of Income which, as of such date, has of accrued but not yet been paid in respect of the Securities to the extent not included in such price as such date, and for these purposes any sum in a currency other than the Contractual Currency for the Transaction in question shall be converted into such Contractual Currency at the Spot Rate prevailing at the relevant time; (dd) "Net Exposure". the meaning specified in paragraph 4(e); (CC) the -Net Margin" provided to a party at any time, the excess (if any) at that time of (i) the sum of the amount of Cash Margin paid to that party (including seemed interest on such Cash Margin which has not been paid to the other party) and the Market Value of Margin Securities transferred to that party under paragraph 4(a) (excluding any Cash Margin which has been repaid to the other party and any Margin Securities in rasped of which Equivalent Margin Securities have been transferred to the other party) over (ii) the sum of the amount of Cash Margin paid to the other party (including accrued interest on such Cash Margin which has not been paid by the other party) and the Market Value of Margin Securities transferred to the other party under paragraph 4(a) (excluding any Cash Margin which has been repaid by the other party and any Margin Securities in respect of which Equivalent Margin Securities hate been transferred by the other party) and for this purpose any amounts not denominated in the Base Currency shall he convened into the Base Currency at the Spot Rate prevailing at the relevant time: (n) "Net Paying Securities", Securities which are of a kind such that, were they to be the subject of a Transaction to which paragraph 5 applies, any payment made by Buyer under paragraph 5 would be one in respect of which either Buyer would or might be required to make a withholding or deduction for or on account of taxes or duties or Seller might be required to make or account for a payment for or on account of taxes or duties (in each case other than tax on overall net income) by reference to such payment (gg) "Net Value", the meaning specified in paragraph 10; (AA) "New Purchased Securities", the meaning specified in paragraph 8(a): (ii) "Price Differential", with respect to any Transaction as of any date. the aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction (on a 360 day basis or 365 day basis in accordance with the applicable ISMA convention, unless othenvise agreed between the parties for the Transaction), for the actual number of days during the period commencing on (and including) the Purchase Date fin such Transaction and ending on (but excluding) the date of calculation or, if earlier, the Repurchase Dale; of the nil "Pricing Rate", with respect to any Transaction. the per annum percentage rate ha calculation Price Differential agreed to by Buyer and Seller in relation to that Transaction: 4 Confidential CONFIDENTIAL — PURSUANT TO FED. R CRIM. P. 6(e) hleAtga3862 EFTA_00019732 EFTA00169459  (kk) "Purchase Date". with respect to any Transaction. the date on which Purchased Securities are to he sold by Seller to Buyer in relation to that Transaction: be III) - Purchase Price- , on the Purchase Date, the price at which Purchased Securities are sold or are to sold by Seller to Buyer, to (mm) "Purchased Securities", with rupxx.t to any Transaction. the Securities sold or to be sold by Seller Buyer under that Transaction, and any New Purchased Securities transferred by Seller to Buyer under paragraph 8 in respect of that Transaction; (nn) "Receivable Securities", the meaning specified in paragraph 10: (00) "Repurchase Date", with respect to any Transaction. the date on which Buyer is to sell Equivalent Securities to Seller in relation to that Transaction: (pp) "Repurchase Price", with respect to any Transaction and as of any date, the sum of the Purchase Price and the Price Differential as of such date: (9q) "Special Default Notice". the meaning specified in paragraph 14: (rr) "Spot Rate", w here an amount in one currency is to be converted into a second currency on any date, unless the panics otherwise agree. the spot rate of exchange quoted by Barclays Bank PLC in the London inter-bank market for the sale by it of such second currency against a purchase by it of such first currency: (ss) "TARGET', the Trans-European Automated Real-time Gross Settlement Express Transfer System: "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 30), and reference to a Transaction having a "fixed term" or being - terminable upon demand" shall be construed accordingly: (vv) 'Transaction Costs". the meaning specified in paragraph 10: (ww) "Transaction Exposure", with respect to any Transaction at any time during the period from the Purchase Date to the Repurchase Dale (or. if later. the date on which Equivalent Securities are delivered to Seller or the Transaction is terminated under paragraph 10(g) or 10(h)), the difference between (i) the Repurchase Price at such time multiplied by the applicable Margin Ratio (or, where the Transaction relates to Securities of more than one description to which different Margin Ratios apply, the amount produced by multiplying the Repurchase Price attributable to Equivalent Securities of each such description by the applicabk Margin Ratio and aggregating the resulting amounts, the Repurchase Price being for this purpose attributed to Equivalent Securities of each such description in the same proportions as those in which the Purchase Price was apportioned among the Purchased Securities) and (ii) the Market Value of Equivalent Securities at such time. If (i) is greater than (ii), Buyer has a Transaction Exposure for that Transaction equal to that excess. If (ii) is greater than (i), Seller has a Transaction Exposure for that Transaction equal to that excess; and (xx) except in paragraphs 14(b)(i) and IS. references in this Agreement to "written" communications and communications "in writing" include communications made through any electronic system agreed between the panics which is capable of reproducing such communication in hard copy form. 3. Initiation; Confirmation; Termination (a) A Transaction may be entered into orally or in writing at the initiation of either Buyer or Seller. (b) Upon agreeing to enter into a Transaction hereunder Buyer or Seller (or both). as shall have been agreed. shall promptly deliver to the other party written confirmation of such Transaction (a "Confirmation"). 5 Confidential CONFIDENTIAL - PURSUANT TO FED. R. CR/M. P. 6(e) %S -am EFTA_00019733 EFTA00169460  es (including CUSIP or ISIN or other The Confirmation shall describe the Purchased Securiti and Seller and set forth identifying number or numbers. ifany), identify Buyer (I) the Purchase Date; (ii) the Purchase Price; terminable on demand (in which case the (ill) the Repurchase Date, unless the Transaction is to be demand ); Confirmation shall state that it is terminable on (iv) the Pricing Rate applicable to the Transaction; thl to which payments to be made (v) in respect of each party the details of the bank accoun hereunder arc to be credited; tion is a Repurchase Transaction (vi) where the Buy/Sell Back Annex applies, whether the Transac or a Buy/Sell Back Transaction: an Agency Transaction and, if (vii) where the Agency Annex applies, whether the Transaction is the name. code or identifier of the so, the identity of the party which is acting as agent and Principal: and (viii) any additional terms or conditions of the Transaction; other form to which the panics agree. and may be in the form of Annex II hereto or may be in any together with this Agreement. constitute prima facie The Confirmation relating to a Transaction shall, of the terms agreed between Buyer and Seller for that Transaction, unless objection is made evidence prompt ly after receipt thereof. In the event of any conflict between the with respect to the Confirmation this Agreement, the Confirm ation shall prevail in respect of that terms of such Confirmation and Transaction and those terms only. transfer the Purchased Securities to Buyer or its (c) On the Purchase Date for a Transaction, Seller shall the Purchas e Price by Buyer. agent against the payment of the case of on demand Transactions, on the date (d) Termination of a Transaction will be effected, in demand , and, in the case of fixed term Transactions, on the date fixed specified for "Termination in such for Termination. tion shall be made by Buyer or Seller, by (e) In the case of on demand Transactions, demand for Termina tion to occur after not less than the minimum telephone or otherwise. and shall provide for Termina for the settleme nt or delivery of money or Equivalent Securities of the period as is customarily required relevant kind. Seller or its agent Equivalent Securities against the On the Repurchase Date. Buyer shall transfer to payment of the Repurch ase Price by Seller (less any amount then payable and unpaid by Buyer to Seller pursuant to paragraph 5). 4. Margin Maintenance of the other party it may by notice to the other (al If at any time either party has a Net Exposure in respect party require the other party to make a Margin Transfe r to it of an aggregate amount or value at least equal to that Net Exposure. orally or in writing. ftal A notice under subparagraph (a) above may be given Exposure in respect of the other party if the (e) For the purposes of this Agreement a party has a Net plus any amount payable to the first party under aggregate of all the first pany'sTransaction Exposures less the amount of any Net Margin provided to the first party exceeds the paragraph 5 but unpaid res plus any amount payable to the other part) aggregate of all the other party's Transaction Exposu 5 but unpaid less the amount of any Net Margin provided to the other pan): and the under paragraph the amount of the excess. For this purpose any amounts not amount of the Net Exposure is d into the Base Currency at the Spot Rate denominated in the Base Currency shall be converte prevailing at the relevant time. has previously paid Cash Margin which has not (dl To the extent that a part) calling for a Margin Transfer es in respect of which Equivalent Margin Securities have not been repaid or delivered Margin Securiti been delivered to it. that pan) shall be entitled to require that such Margin Transfer be satisfied first by 6 Confidential CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) 93%93M1864 EFTA_00019734 EFTA00169461  of Equivalent Margin Securities but, subject to this. the repayment of such Cash Margin or the delivery of the party making such Margin Transfer. the composition of a Margin Transfer shall be at the option Currency or such other currency as the parties may (e) Any Cash Margin transferred shall be in the Base agree. from the party receiving such payment to the ff) A payment of Cash Margin stall give rise to a debt owing t. Such debt shall bear interest at such rate, payable at such times, as may be party making such paymen t eunenc y or otherwise agreed between the panics. specified in Annex I hereto in respect of the relevan le subject to the terms of this Agreem ent. and shall be repayab subparagraph (al above to make a Margin Transfer, it (g) Where Seller or Buyer becomes obliged underes or Equivalent Margin Securities within the minimum shall transfer Cash Margin or Margin Securiti period is there specified, such minimum period as is period specified in Annex I hereto or. if no for the settleme nt or delivery of money. Margin Securities or Equivalent Margin customarily required Securities of the relevant kind. tion, the provisions of subparagraphs (a) to (g) The parties may agree that. with respect to any Transac d separately in respect of that Transaction above shall not apply but instead that margin may be provide in which case — when calculating whether either party has a Net that Transaction shall not be taken into account Exposure: manner as the parties may agree; (ii) margin shall be provided in respect of that Transaction in such and into account for the purposes (iii) margin provided in tv,yect of that Transaction shall not be taken of subparagraphs (a) to (g) above. arise shall be eliminated not by Margin (i) The parties may agree that any Net Exposure which may of this paragra ph but by the repricing of Transactions under Transfers under the preceding provisions graph (j) below, the adjustm ent of Transac tions under subparagraph (k) below or a combination subpara of both these methods. under this subparagraph. such repricing 0) Where the parties agree that a Transaction is to be repriced shall be effected as follows • (the 'Original Transaction") shall be 6) the Repurchase l)ate under the relevant Transaction deemed to occur on the date on whist the repricin g is to be effected (the "Repricing Date.); into a new Transaction (the "Repriced Transaction") (ii) the panics shall be deemed to have entered on the terms set out in (iii) to (vi) below; tion shall be Securities equivalent to the (iii) the Purchased Securities under the Repriced Transac Purchased Securities under the Original Transac tion; Repricing Date: (h) the Purchase Date under the Repriced Transaction shall be the shall be such amount as shall. when (v) the purchase Price under the Repriced Transaction multiplied by the Margin Ratio applicab le to the Origina l 'Transaction, be equal to the Market Value of such Securiti es on the Reprici ng Date: and, subject as aforesaid, the other (vi) the Repurchase Date, the Pricing Rate, the Margin Ratio Reprice d transac tion shall he identica l to those of the Original Transaction; terms of the to the delivery of the Purchased Securities and the (vii) the obligations of the parties with respect payment of the Purchas e Price under the Reprice d Transac tion shall be set off against their ent Securiti es and payment of the Repurchase obligations with respect to the delivery of Equival Origina l Transac tion and accordin gly only a net cash sum shall be paid by one Price under the d in subparagraph paid within the period specifie party to the other. Such net cash sum shall he (g) above. al tion") under this subparagraph shall be effected (k) The adjustment of a transaction (the "Origin Transac by the parties agreeing that on the date on which the adjustm ent is to be made (the "Adjustment ()ate") 7 Confidential CONFIDENTIAL — PURSUANT TO FED. R GRIM. P. 6(e) V.03Sa-bRi865 EFTA 00019735 EFTA00169462  (the the Original Transaction shall be terminated and they shall enter into a new Transaction "Replacement Transaction") in accordance with the following provisions (i) the Original Transaction shall be terminated on the Adjustment Date on such terms as the parties shall agree on or before the Adjustment Date: (ii) the Purchased Securities under the Replacement Transaction shall be such Securities as the parties shall agree on or before the Adjustment Date (being Securities the aggregate Market Value of which at the Adjustment Date is substantially equal to the Repurchase Price under the Original Transaction at the Adjustment Date multiplied by the Margin Ratio applicable to the Original Transaction): (iii) the Purchase Date under the Replacement Transaction shall be the Adjustment Date: (iv) the other terms of the Replacement Transaction shall be such as the panics shall agree on or before the Adjustment Date; and (v) the obligations of the panics with respect to payment and delivery of Securities on the Adjustment Date under the Original Transaction and the Replacement Transaction shall be settled in accordance with paragraph 6 within the minimum period specified in subparagraph (g) above. S. Income Payments Unless otherwise agreed (i) where the Term of a particular Transaction extends over an Income Payment Date in respect of any Securities subject to that Transaction. Buyer shall on the date such Income is paid by the issuer transfer to or credit to the account of Seller an amount equal to (and in the same currency as) the amount paid by the issuer; where Margin Securities are transferred from one party ("the first party") to the other party (-the second party") and an Income Payment Date in respect of such Securities occurs before Equivalent Margin Securities are transferred by the second party to the first party, the second party shall on the date such Income is paid by the issuer transfer to or credit to the account of the first party an amount equal to (and in the same currency as) the amount paid by the issuer: paid by the and for the avoidance of doubt references in this paragraph to the amount of any Income issuer of any Securities shall be to an amount paid without any withholding or deduction for or on in certain account of taxes or duties notwithstanding that a payment of such Income made circumstances may be subject to such a withholding or deduction. 6. Payment and Transfer (a) Unless otherwise agreed. all money paid hereunder shall be in immediately available freely convertible funds of the relevant currency. All Securities to be transferred hereunder (i) shall be in suitable form for transfer and shall be accompanied by duly executed instruments of transfer or assignment in blank (where required for transfer) and such other documentation as the transferee may reasonably request, or (ii) shall be transferred through the book entry system of Euroclear or Clearstream. or (iii) shall be transferred through any other agreed securities clearance system or (iv) shall be transferred by any other method mutually acceptable to Seller and Buyer. (b) Unless otherwise agreed, all money payable by one party to the other in respect of any Transaction shall be paid free and clear of. and without withholding or deduction for, any taxes or duties of whatsoever nature imposed. levied. collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such taxes or duties is required by law. In that event. unless otherwise agreed. the paying party shall pay such additional amounts as will result in the net amounts receivable by the other party (after taking account of such withholding or deduction) being equal to 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 wilting between the panics. under each Transaction transfer of Purchased Securities by Seller and payment of Purchase Price by Buyer against the transfer of such Purchased of Securities shall be made simultaneously and transfer of Equivalent Securities by Buyer and payment