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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
(B) 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.
Party B 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 B is not a Defaulting Party.
(B)
Posted Collateral consisting of certificated securities must be held in New York.
(C)
In the event that the Custodian holds Posted Collateral, the long-terra unsubordinated
unsecured debt of the Custodian is rated at least A by Standard & Poor's, a division of
The McGraw-Hill Companies, Inc. (or any successor thereto) and at least A2 by
Moody's Investors Service, Inc. (or any successor thereto).
(ii)
Use of Posted Collateral. The provisions of Paragraph 6(e) 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 13(g)(iii) shall be
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0105498
CONFIDENTIAL
SDNY GM_00251682
EFTA01449987
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METADATA_FILENAME: EFTA01449988.pdf
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constructed as limiting the right of Party A to use or otherwise dispose of Posted Collateral
pursuant to Paragraph 6(c).
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(g)(iv).
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.
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 Resent Publication H.15(519) or any successor
publication as published by the Board of Governors of the Federal Reserve System.
(1)
(ii)
Transfer of Interest 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(d)(ii) will apply.
Other Eligible Support and Other Posted Support
(i)
"Value" with respect to Other Eligible Support and Other Posted Support means: