OCCURRING DURING A NO DCL COLLATERAL
PERIOD OR NO DEXIA COLLATERAL PERIOD, PARTY B SHALL TRANSFER TO PARTY A THE
RELEVANT AFFECTED DCL COLLATERAL OR AFFECTED DEXIA COLLATERAL AS OF THE DATE OF
OCCURRENCE OF THE RELEVANT COLLATERAL DEFAULT TRIGGER AS PART OF THE PUT
SETTLEMENT ASSETS DELIVERED TO PARTY A ON SUCH PUT SETTLEMENT DATE (UNLESS PARTY
A HAS ALREADY EFFECTED A SUBSTITUTION FOR SUCH AFFECTED DCL COLLATERAL OR
AFFECTED DEXIA COLLATERAL AS DESCRIBED IN PARAGRAPH 13(C)(VII)).
(VIII)
IN THE EVENT THAT A PUT SETTLEMENT DATE OCCURS
(I) ON OR AFTER A DCL BELGIAN CORPORATE REORGANIZATION HAS OCCURRED AND
(II) PRIOR TO THE DATE ON WHICH (1) THE COLLATERAL REPLACEMENT DATE HAS OCCURRED
AND (2) ELIGIBLE COLLATERAL HAVING A VALUE EQUAL TO THE DELIVERY AMOUNT
DETERMINED ON THE COLLATERAL REPLACEMENT DATE SHALL HAVE BEEN TRANSFERRED UNDER
THE CREDIT SUPPORT ANNEX, AND EXCEPT IN THE CASE OF A PUT SETTLEMENT
3
UNDER WHICH THE PUT SETTLEMENT AMOUNT IS PAID TO PARTY B BY THE SOVEREIGN
GUARANTORS, (A) PARTY A WILL BE REQUIRED TO PAY THE PUT SETTLEMENT AMOUNT ON THE
PUT SETTLEMENT DATE, (B) PARTY B WILL NOT BE REQUIRED TO DELIVER THE RELATED PUT
SETTLEMENT ASSETS UNTIL THE DATE FOLLOWING THE PUT SETTLEMENT DATE ON WHICH THE
BELGIAN PREFERENCE PERIOD HAS EXPIRED AND (C) PENDING SUCH DELIVERY ON THE DATE
REFERRED TO IN (B), PARTY A WILL BE DEEMED TO HAVE PLEDGED THE RELEVANT PUT
SETTLEMENT ASSETS TO PARTY B AND PARTY B SHALL HOLD SUCH PUT SETTLEMENT ASSETS
AS ADDITIONAL POSTED COLLATERAL HEREUNDER ("REPLEDGED ASSETS").
(D)
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.
(E)
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 OF
THE DISPUTE IS GIVEN UNDER PARAGRAPH 5.
(II)
VALUE.
THE PROVISIONS OF PARAGRAPH 5 WILL
APPLY, PROVIDED, HOWEVER, THAT ANY DISPUTE AS TO THE INDICATIVE MARKET VALUE OF
ANY FSAM ASSET SHALL BE RESOLVED AS SET FORTH IN THE DEFINITION OF "FSAM ASSET
VALUE" AND, TO SUCH EXTENT, THE PROVISIONS OF PARAGRAPH 5 SHALL NOT APPLY.
(F)
HOLDING AND USING POSTED COLLATERAL.
(I)
ELIGIBILITY TO HOLD POSTED COLLATERAL;
CUSTODIANS.
PARTY B (THROUGH THE CUSTODIAN) WILL BE ENTITLED TO HOLD POSTED
COLLATERAL PURSUANT TO PARAGRAPH 6(B).
THE CUSTODIAN FOR PARTY B IS: WELLS FARGO BANK, NATIONAL ASSOCIATION.
PARTY A AND PARTY B AGREE THAT (X) POSTED COLLATERAL THAT IS DENOMINATED IN USD,
OR THAT IS CASH THAT IS USD, WILL BE CREDITED TO THE DEXIA COLLATERAL ACCOUNT
AND HELD IN THE UNITED STATES OF AMERICA, AND (Y) ALL OTHER POSTED COLLATERAL
WILL EITHER BE DEPOSITED IN THE DEXIA COLLATERAL ACCOUNT OR GRANTED TO THE
CUSTODIAN DIRECTLY ACTING AS REPRESENTATIVE FOR THE BENEFIT OF PARTY B AND HELD
BY THE CUSTODIAN IN A SPECIAL DESIGNATED PLEDGED ACCOUNT OPENED IN ITS NAME IN
THE