Rod: Here are their credit issues:  1.
In the cross-default language that want to add language that basically  says that even if a cross-default occurs, unless the Non-Defaulting  determines in good faith that performance by the Defaulting Party of its  obligations under the Master is "endangered", then no cross default is  triggered.
2.
In Credit Event Upon Merger we had commented that instaed of the  "materially weaker" standard we wanted to specify that it meant being rated  below BBB- by S&P.
Do you feel strongly about this?
Alos, we usually have  language that says that if an event like merger occurs and the transferee  provides collateral to the other party in an amount that is satisfactory to  such party, then a Credit Event Upon Merger is not triggered.
They did not  want to add this carve-out.
Are you okay with this?
3.
They want a separate Event of Default that gets triggered if a MAC (below  BBB-) occurs.
We requested that it be out in the collateral threshold  language.
4.
They are saying that for "operational" purposes, they cannot agree to  "netting".
5.
They want as a category of Eligible Collateral governmental securities  with a maturity of less than 1 year, valued at 98%.
6.
In the CSA, if a dispute occurs with respect to either the calculation of  Exposure or the calculation of the value of any colateral in connection with  a party's request either for the transfer or return of collateral, normally  the following procedures apply:  a. the disputing party notifies the other party of the nature of the dispute  by the close of business on the day following the day that the collateral  request was made.
b. the undisputed amount is transferred to the party making the request  c. the parties attempt to resolve the dispute by the "Resolution Time" and if  a resolution is not reached, a recalculation of the Exposure is made and  market quotations have to be obtained.
We normally say that the Resolution Time is 3 Business Days after the dispute  notice is given.
DB wants to shorten this period to 1 Business Day after the  dispute notice is given which gives the parties less time to resolve the  dispute on their own.
What do you think?
7.
If a party holds cash as collateral, we normally say that interest earned  is transferred on the first day of the month.
They want to change first to  last.
Let me know what you think.
I was hoping that some of these you could  resolve with your counterpart at DB.
Carol

Deutsche Bank
