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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
agree.
pCI
As may be
agreed.
(iii)
Other Eligible Support. The following items will qualify as "Other Eligible Support" for
the party specified:
(A)
Inapplicable
Inapplicable
I 1
(B)
Inapplicable
Inapplicable
I 1
(iv)
Thresholds.
(A)
"Independent Amount" means with respect to Party A: Inapplicable
"Independent Amount" means with respect to Party B: As specified in the relevant
Confirmation or agreed to by the parties.
(B)
"Threshold" means with respect to Party A: USD 2,000.000 provided, however,
that the Threshold 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.
"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
i tit respect to such party.
(I))
Rounding. The Delivery Amount and the Return Amount will be rounded up and
do" n respectively to the nearest integral multiple of $10,000.
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0105496
CONFIDENTIAL
SDNY GM_00251880
EFTA01449985
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METADATA_SOURCE: IMAGES0075
METADATA_FILENAME: EFTA01449986.pdf
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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:
L)
PC]
the close of business in the city of the Valuation Agent on the Valuation Date or date
of calculation, as applicable;
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 10:00 am, New York time, on a Local Business Day.
(v)
"Transfer Timing" the definition of Transfer Timing set forth in Paragraph 4(b) shall be
amended by (i) replacing the word "next" appearing in the third line thereof with the word
"same" and (ii) by replacing the word "second" appearing in the fifth line thereof with the
word "next."
(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 A
Part• B
Force Majeure
[XI
[X]
Illegality
IX]
Tax Event
I
I
Tax Event Upon Merger
I I
I I
Credit Event Upon Merger
(XI
IXI
The Additional Temnnation Events
I
[XI
specified in Pan I (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.
(i)
"Substitution Date" has the meaning specified in Paragraph 4(d)(ii).
(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
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0105497
CONFIDENTIAL
SDNY GM_00251681
EFTA01449986
--- SOURCE: IMAGES__0075__EFTA01449987.txt ---
METADATA_SOURCE: IMAGES0075
METADATA_FILENAME: EFTA01449987.pdf
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(f)
Dispute Resolution.
(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(fi), 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)