2018 CSD Wikitext

Paragraph 1. Interpretation
1(a) Definitions and Inconsistency. Unless otherwise defined in this Deed, capitalised terms defined in the Agreement have the same meanings in this Deed. Capitalised terms not otherwise defined in this Deed or in the Agreement have the meanings specified pursuant to Paragraph 12, and all references in this Deed to Paragraphs are to Paragraphs of this Deed. In the event of any inconsistency between this Deed and the provisions of the Agreement or any Other CSA, this Deed will prevail in the case of (i) matters concerning regulatory initial margin requirements relating to Covered Transactions (IM) posted by a Chargor and (ii) specific amendments made herein to the Agreement, the Schedule to the Agreement or any Other CSA, and in the event of any inconsistency between Paragraph 13 and the other provisions of this Deed, Paragraph 13 will prevail.
1(b) Secured Party and Chargor. Unless otherwise specified in Paragraph 13, all references in this Deed to the “Secured Party” will be to either party when acting in that capacity and all corresponding references to the “Chargor” will be to the other party when acting in that capacity, provided, however, that a reference herein to Posted Credit Support (IM) being “held” by a Secured Party at any time shall be construed as a reference to the Posted Credit Support (IM) credited to the Segregated Accounts at such time in respect of which a Security Interest has been created in its favour under this Deed. A reference to a transfer of Eligible Credit Support (IM) or Posted Credit Support (IM) to or from the Custodian (IM) is deemed to be a reference to a transfer to or from the relevant Segregated Accounts, as applicable.
1(c) Scope of this Deed. The only Transactions which will be relevant for the purposes of determining a “Margin Amount (IM)” under this Deed with respect to a posting obligation of a Chargor will be the relevant Covered Transactions (IM) specified in accordance with the provisions of Paragraph 13. Except as expressly provided herein, nothing in this Deed will affect the rights and obligations, if any, of either party under the Agreement or any Other CSA.
1(d) Amendment Effective Date (IM). Unless otherwise specified in Paragraph 13, any specific amendments made herein to the Agreement, including the Schedule or any Other CSA, will become effective as of the Amendment Effective Date (IM).
2 Security
2(a) Covenant to Perform. Each party as the Chargor covenants with the other party that it will perform the Obligations in the manner provided in the Agreement, this Deed or any other relevant agreement.
2(b) Security. Each party as the Chargor, as security for the performance of the Obligations:

(i) charges and agrees to charge, with full title guarantee, in favour of the Secured Party by way of first fixed charge:

(A) all Posted Credit Support (IM) (present and future); and

(B) each Segregated Account, and

(ii) assigns and agrees to assign, with full title guarantee, the Assigned Rights to the Secured Party absolutely.

2(c) Restriction on Dealings. Each party as the Chargor must not:

(i) create or permit to subsist any Security Interest on the Segregated Accounts or the Posted Credit Support (IM) or the Assigned Rights; or

(ii) sell, transfer, licence, lease, loan, grant any option over, declare a trust over or otherwise dispose of any of its rights in respect of the Segregated Accounts or the Posted Credit Support (IM) or the Assigned Rights,

other than (A) the security created by this Deed, (B) a lien routinely imposed on all securities in a clearing system in which any such Posted Credit Support (IM) may be held or (C) a lien or security interest referred to in, or in connection with, the Control Agreement.
2(d) Release of Security. Upon the transfer by the Custodian (IM) to the Chargor of Posted Credit Support (IM) either (i) following an instruction from the Secured Party, (ii) in accordance with any provisions relating to the transfer of collateral following delivery of a Chargor Access Notice under the Control Agreement or (iii) as otherwise agreed by the parties, the security interest granted under this Deed on that Posted Credit Support (IM) will be released immediately, and the Assigned Rights relating to that Posted Credit Support (IM) will be re-assigned to the Chargor, in each case without any further action by either party. To the extent that all Obligations of the Chargor owed to the Secured Party have been irrevocably satisfied in full and no further Obligations may arise, then at the Chargor’s expense the Secured Party will also release the security interest granted under this Deed on each of the Segregated Accounts.
2(e) Preservation of Security. The security constituted by this Deed shall be a continuing security and shall not be satisfied by any intermediate payment or satisfaction of the whole or any part of the Obligations but shall secure the ultimate balance of the Obligations. If for any reason this security ceases to be a continuing security or any subsequent charge or other interest affects any Security Assets (in each case, other than in relation to either (i) a lien routinely imposed on all securities in a clearing system in which any such Posted Credit Support (IM) may be held or (ii) a lien or security interest referred to in, or connected with, the Control Agreement), the Secured Party may direct that the Chargor open a new account with the Custodian (IM) or continue the existing Segregated Account and the liability of the Chargor in respect of the Obligations at the date of such cessation shall remain regardless of any payments into or out of any such account. The security constituted by this Deed shall be in addition to, and shall not be affected by, any other security now or subsequently held by the Secured Party for all or any of the Obligations.
2(f) Waiver of Defences. The obligations of the Chargor under this Deed shall not be affected by any act, omission or circumstance which, but for this provision, might operate to release or otherwise exonerate the Chargor from its obligations under this Deed or affect such obligations, including (but without limitation) and whether or not known to the Chargor or the Secured Party:

(i) any time or indulgence granted to or composition with the Chargor or any other person;

(ii) the variation, extension, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any terms of the Agreement or any rights or remedies against, or any security granted by, the Chargor or any other person;

(iii) any irregularity, invalidity or unenforceability of any obligations of the Chargor under the Agreement or any present or future law or order of any government or authority (whether of right or in fact) purporting to reduce or otherwise affect any of such obligations to the intent that the Chargor’s obligations under this Deed shall remain in full force and this Deed shall be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or order; and

(iv) any legal limitation, disability, incapacity or other circumstance relating to the Chargor, any guarantor or any other person or any amendment to or variation of the terms of the Agreement or any other document or security.

2(g) Immediate Recourse. The Chargor waives any right it may have of first requiring the Secured Party to proceed against or claim payment from any other person or enforce any guarantee or security before enforcing this Deed.
2(h) Reinstatement. Where any discharge (whether in respect of the security constituted by this Deed, any other security or otherwise) is made in whole or in part or any arrangement is made on the faith of any payment, security or other disposition which is avoided or any amount paid pursuant to any such discharge or arrangement must be repaid on bankruptcy, liquidation or otherwise without limitation, the security constituted by this Deed and the liability of the Chargor under this Deed shall continue as if there had been no such discharge or arrangement.
3. Credit Support Obligations
3(a) Delivery Amount (IM). Subject to Paragraphs 4 and 5, upon a demand made by the Secured Party on or promptly following a Calculation Date (IM), if the Delivery Amount (IM) applicable to the Chargor for that Calculation Date (IM) equals or exceeds the Chargor’s Minimum Transfer Amount (IM), then the Chargor will transfer to the Custodian (IM) Eligible Credit Support (IM) having a Value as of the date of transfer at least equal to the applicable Delivery Amount (IM) (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Delivery Amount (IM)” applicable to the Chargor for any Calculation Date (IM) will equal the amount by which:

(i) the Credit Support Amount (IM) applicable to the Chargor

exceeds

(ii) the Value as of that Calculation Date (IM) of all Posted Credit Support (IM) held by the Secured Party (as adjusted to include any prior Delivery Amount (IM) and to exclude any prior Return Amount (IM), the transfer of which, in either case, has not yet been completed and for which the relevant Regular Settlement Day falls on or prior to such Calculation Date (IM)).

3(b) Return Amount (IM). Subject to Paragraphs 4 and 5, upon a demand made by the Chargor on or promptly following a Calculation Date (IM), if the Return Amount (IM) applicable to the Secured Party for that Calculation Date (IM) equals or exceeds the Secured Party’s Minimum Transfer Amount (IM), then the Secured Party will instruct the Custodian (IM) to transfer to the Chargor Posted Credit Support (IM) specified by the Chargor in that demand having a Value as of the date of transfer as close as practicable to (but not more than) the applicable Return Amount (IM) (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Return Amount (IM)” applicable to the Secured Party for any Calculation Date (IM) will equal the amount by which:

(i) the Value as of that Calculation Date (IM) of all Posted Credit Support (IM) held by the Secured Party (as adjusted to include any prior Delivery Amount (IM) and to exclude any prior Return Amount (IM), the transfer of which, in either case, has not yet been completed and for which the relevant Regular Settlement Day falls on or prior to such Calculation Date (IM))

exceeds

(ii) the Credit Support Amount (IM) applicable to the Chargor.

3(c) Margin Amount (IM); Margin Amount (IA); Margin Approach
3(c)(i) “Margin Amount (IM)” means, for any Calculation Date (IM) and a posting obligation of a Chargor under a Regime, the Base Currency Equivalent of an amount equal to the sum of the initial margin amounts in respect of the Covered Transactions (IM) determined using the Method specified as applicable to such Regime in Paragraph 13.
3(c)(ii) “Margin Amount (IA)” means, for any Calculation Date (IM) and a posting obligation of a Chargor, the Base Currency Equivalent of an amount equal to the sum of the Independent Amounts (as defined in any Other CSA) applicable to the Chargor and any other amounts applicable to the Chargor (other than any amounts in respect of Margin Amount (IM) or Exposure), however described, intended by the parties to operate as an Independent Amount, if any, after taking into account any relevant Threshold applicable to the Chargor and any other relevant amounts applicable to the Chargor, however described, intended by the parties to operate as a Threshold but prior to giving effect to any other applicable deduction, discharge or netting of such amounts, under or in relation to the Agreement, as determined and reported by the party responsible for calculating such amounts. For the avoidance of doubt, in order to determine the amounts “applicable to the Chargor” for the purposes hereof, the parties will take into account the effect of any conditions precedent applicable to such amounts.
3(c)(iii) Margin Approach. The parties have agreed, in Paragraph 13, to implement one of the following approaches (each a “Margin Approach”) with respect to the relationship between “Margin Amount (IM)” and “Margin Amount (IA)”.

(A) If the “Distinct Margin Flow (IM) Approach” is specified as applicable in Paragraph 13, the following provisions will apply:

(1) “Credit Support Amount (IM)” means, with respect to a party as the Chargor, for any Calculation Date (IM), (i) the Margin Amount (IM) applicable to the Chargor, if any, minus (ii) the Chargor’s Threshold (IM); provided, however, that the Credit Support Amount (IM) will be deemed to be zero whenever the calculation of the Credit Support Amount (IM) yields a number less than zero.

(2) No Amendment to Obligations in respect of Margin Amount (IA). The posting obligation of a Chargor in respect of any amount that constitutes a Margin Amount (IA) under any Other CSA shall not be affected or amended in any way by the provisions of this Deed.

(B) If the “Allocated Margin Flow (IM/IA) Approach” is specified as applicable in Paragraph 13, the following provisions will apply:

(1) “Credit Support Amount (IM)” means, with respect to a party as the Chargor, for any Calculation Date (IM), (i) the Margin Amount (IM) applicable to the Chargor, if any, minus (ii) the Chargor’s Threshold (IM); provided, however, that the Credit Support Amount (IM) will be deemed to be zero whenever the calculation of the Credit Support Amount (IM) yields a number less than zero.

(2) Amendment to Obligations in respect of Margin Amount (IA). The posting obligation of a Chargor in respect of any amount that constitutes a Margin Amount (IA) under any Other CSA shall be reduced on an aggregate basis by the amount of the Chargor’s Credit Support Amount (IM); provided, however, that if, after such reduction, any such Margin Amount (IA) would be a negative amount, such Margin Amount (IA) will be deemed to be zero.

(C) If the “Greater of Margin Flow (IM/IA) Approach” is specified as applicable in Paragraph 13, the following provisions will apply:

(1) “Credit Support Amount (IM)” means, with respect to a party as the Chargor, for any Calculation Date (IM), the greater of (i)(A) the Margin Amount (IM) applicable to the Chargor, if any, minus (B) the Chargor’s Threshold (IM) and (ii) the Margin Amount (IA); provided, however, that the Credit Support Amount (IM) will be deemed to be zero whenever the calculation of the Credit Support Amount (IM) yields a number less than zero.

(2) Amendment to Obligations in respect of Margin Amount (IA). The posting obligation of a Chargor in respect of any amount that constitutes a Margin Amount (IA) under any Other CSA, other than such obligations of a Chargor under this Deed, shall be reduced to zero.

Paragraph 4. Conditions Precedent, Transfers, Timing, Calculations and Substitutions
4(a) Conditions Precedent. Unless otherwise specified in Paragraph 13, each obligation of the Chargor to make a transfer under Paragraphs 3 and 5 and of the Secured Party to instruct the Custodian (IM) to make a transfer under Paragraphs 3, 4(e)(iii), 5 and the provisions of Paragraph 13 relating to the return of Posted Credit Support (IM) with a Value of zero is subject to the conditions precedent that:

(i) no Event of Default, Potential Event of Default or Specified Condition has occurred and is continuing with respect to the other party; and

(ii) no Early Termination Date has occurred or been designated for which any unsatisfied payment obligations (whether present, actual, future or contingent) exist which is in respect of all Covered Transactions (IM).

4(b) Means of Transfer. All transfers under this Deed of any Eligible Credit Support (IM) or Posted Credit Support (IM) shall be made in accordance with the instructions of the Secured Party, Chargor or Custodian (IM), as applicable, and shall be made:

(i) in the case of Eligible Credit Support (IM), (A) by book-entry, wire or other transfer of such Eligible Credit Support (IM) to the Custodian (IM) (accompanied in the case of certificated securities that cannot be paid or delivered by book-entry by any duly executed instruments of transfer, assignments in blank, transfer tax stamps or any other documents necessary to permit the Custodian (IM) to make legally valid transfers of such certificated securities upon instruction of the Secured Party) and (B) the Custodian (IM) ’s crediting such assets to the relevant Segregated Account; and

(ii) in the case of Posted Credit Support (IM), by book-entry, wire or other transfer of such Posted Credit Support (IM) by the Custodian (IM) (or in the case of excess proceeds, the Secured Party) to the relevant cash, securities or other account of the Chargor (with the same Custodian (IM) or elsewhere) identified by the Chargor for the receipt of such transfer (accompanied in the case of certificated securities that cannot be paid or delivered by book-entry by any duly executed instruments of transfer, assignments in blank, transfer tax stamps or any other documents necessary to permit the Chargor to make legally valid transfers of such certificated securities without further action of the Custodian (IM)).

4(c) Transfer Timing. Subject to Paragraph 4(a) above (if applicable) and Paragraph 5 and unless otherwise specified in Paragraph 13, if a demand for the transfer of Eligible Credit Support (IM) is made by the Notification Time, then the relevant transfer by the Chargor will be made not later than the close of business on the relevant Regular Settlement Day; if a demand is made after the Notification Time, then the relevant transfer by the Chargor will be made not later than the close of business on the next Local Business Day following the relevant Regular Settlement Day.

Subject to Paragraph 4(a) above (if applicable) and Paragraph 5 and unless otherwise specified in Paragraph 13, if a demand for the transfer of Posted Credit Support (IM) is made by the Notification Time, then the relevant instruction by the Secured Party to the Custodian (IM) will be served prior to the latest time by which instructions must be submitted to the Custodian (IM) under the relevant Control Agreement in order for the Custodian (IM) to effect the transfer of Posted Credit Support (IM) by close of business on the relevant Regular Settlement Day; if a demand is made after the Notification Time, then the relevant instruction by the Secured Party to the Custodian (IM) will be served not later than the latest time (and day) by which instructions must be submitted to the Custodian (IM) under the relevant Control Agreement in order for the Custodian (IM) to effect the transfer of Posted Credit Support (IM) by close of business on the next Local Business Day following the relevant Regular Settlement Day.
4(d) Calculations. All calculations of Value and Credit Support Amount (IM) for purposes of Paragraph 3 in respect of a Calculation Date (IM) will be made by the Calculation Agent (IM) as of the Calculation Time (IM) on such Calculation Date (IM). In the case of any calculation of Value, the Calculation Agent (IM) may use Values most recently reasonably available for close of business in the relevant market for the relevant Eligible Credit Support (IM) as of the relevant Calculation Time (IM). In the case of any calculation of Credit Support Amount (IM), the Calculation Agent (IM) may use relevant information or data (including, but not limited to, inputs for any applicable model specified in Paragraph 13 to determine Margin Amount (IM) for certain Covered Transactions (IM)) most recently reasonably available for close of business in the relevant market(s) as of the Calculation Time (IM). The Calculation Agent (IM) will notify each party (or the other party, if the Calculation Agent (IM) is a party) of its calculations not later than the Notification Time on the Local Business Day following the applicable Calculation Date (IM).
4(e) Substitutions.

(i) The Chargor may on any Local Business Day by notice (a “2018 English law IM CSD”) inform the Secured Party that it wishes to transfer to the Segregated Account s Eligible Credit Support (IM) (the “2018 English law IM CSD”) specified in that 2018 English law IM CSD in substitution for certain Posted Credit Support (IM) (the “Original Credit Support (IM)”) specified in the 2018 English law IM CSD.

(ii) Unless Paragraph 13 specifies that no consent is required, the Chargor must obtain the Secured Party’s consent to the proposed substitution. The Chargor will be obliged to transfer the 2018 English law IM CSD to the Segregated Account s on the next Local Business Day following the date:

(A) on which the Chargor receives notice (which may be oral telephonic notice) from the Secured Party of its consent (if consent is needed); or

(B) of the 2018 English law IM CSD (if no consent is needed).

(iii) Subject to Paragraph 4(a) above (if applicable), following the date on which the 2018 English law IM CSD is transferred to the Segregated Account s, unless otherwise specified in Paragraph 13 (the “2018 English law IM CSD”), the Secured Party will be obliged to instruct the Custodian (IM) to transfer to the Chargor the Original Credit Support (IM) as if a demand for such Original Credit Support (IM) had been made pursuant to Paragraph 3(b) after the Notification Time on such 2018 English law IM CSD; provided that the Secured Party will only be obliged to instruct the Custodian (IM) to transfer Original Credit Support (IM) with a Value as of the date of transfer as close as practicable to, but in any event not more than, the Value of the 2018 English law IM CSD as of that date, as calculated by the Calculation Agent (IM).

5. Dispute Resolution
5(a) Disputed Calculations or Valuations. If a party (a “Disputing Party”) disputes (I) the Calculation Agent (IM)’s calculation of a Delivery Amount (IM) or a Return Amount (IM) or (II) the Value of any transfer of Eligible Credit Support (IM) or Posted Credit Support (IM), then:

(i) the Disputing Party will notify the other party and the Calculation Agent (IM) (if the Calculation Agent (IM) is not the other party) not later than the close of business on (x) the date that the transfer is due in respect of such Delivery Amount (IM) or Return Amount (IM) in the case of (I) above, or (y) the Local Business Day following the date of transfer in the case of (II) above;

(ii) subject to Paragraph 4(a) (if applicable), in the case of (I) above, the appropriate party will transfer the undisputed amount to the other party not later than the close of business on the date that the transfer is due in respect of such Delivery Amount (IM) or Return Amount (IM);

(iii) the parties will consult with each other in an attempt to resolve the dispute; and

(iv) if they fail to resolve the dispute by the Resolution Time, then:

(A) in the case of a dispute involving a Delivery Amount (IM) or Return Amount (IM), the Calculation Agent (IM) will recalculate the Credit Support Amount (IM) and Value as of the Recalculation Date by using the procedures specified in Paragraph 13 for calculating the Credit Support Amount (IM), and for calculating the Value, if disputed, of Posted Credit Support (IM); and

(B) in the case of a dispute involving the Value of any transfer of Eligible Credit Support (IM) or Posted Credit Support (IM), the Calculation Agent (IM) will recalculate the Value as of the date of transfer pursuant to Paragraph 13.

Following a recalculation pursuant to this Paragraph 5, the Calculation Agent (IM) will notify each party (or the other party, if the Calculation Agent (IM) is a party) not later than the Notification Time on the Local Business Day following the Resolution Time. The appropriate party will, upon demand following that notice by the Calculation Agent (IM) or a resolution pursuant to Paragraph 5(a)(iii) above and subject to Paragraphs 4(a) (if applicable) and 4(c), make the appropriate transfer.
5(b) No Event of Default. The failure by a party to make a transfer of any amount which is the subject of a dispute to which Paragraph 5(a) above applies will not constitute an Event of Default for as long as the procedures set out in this Paragraph 5 (as supplemented by the provisions of Paragraph 13) are being carried out (but without prejudice to a party’s obligation to transfer the undisputed amount under Paragraph 5(a)(ii) above). For the avoidance of doubt, upon completion of those procedures, Section 5(a)(iii)(1) of the Agreement will apply to any failure by a party to make a transfer required under the final sentence of Paragraph 5(a) on the relevant due date (subject to Paragraph 7).
6. Custody Arrangements and the Control Agreement
6(a) General. The Custodian (IM) appointed with respect to each party as Chargor is set out in Paragraph 13. Each party as the Chargor and the other party as the Secured Party and the relevant Custodian (IM) have entered, or will, on or before the first day amounts are required to be transferred hereunder, enter into the Control Agreement regulating the rights of each party to serve instructions on the Custodian (IM). Prior to the enforcement of its rights under Paragraph 8, the Secured Party will have no right to hold (other than in accordance with Paragraph 1(b) or as otherwise agreed between the parties) and have no duty with respect to Posted Credit Support (IM), including, without limitation, any duty to collect any Distributions, or enforce or preserve any rights pertaining to the Posted Credit Support (IM).
6(b) Custodian (IM) Risk. Unless otherwise specified in Paragraph 13 with respect to a party as the Secured Party and the other party as the Chargor:

(i) the Chargor will be liable for the acts or omissions of the Custodian (IM) to the same extent that the Chargor would be liable hereunder for its own acts or omissions and any such act or omission of the Custodian (IM) will be deemed to be the act or omission of the Chargor for purposes of Paragraph 7 unless Custodian Event is specified as applicable in Paragraph 13, in which case, the consequences of any act or omission of the Custodian (IM) that constitutes a Custodian Event will be as set out in the “Custodian Event” provisions in Paragraph 13;

(ii) the Secured Party will not be liable for the acts or omissions of the Custodian (IM); and

(iii) any obligation of the Secured Party to instruct the Custodian (IM) to transfer Posted Credit Support (IM) to the Chargor will be deemed satisfied by the Secured Party’s sending appropriate instructions to the Custodian (IM) in accordance with the terms of the Control Agreement. For the avoidance of doubt, the Secured Party will bear no liability for the failure of:

(A) the Custodian (IM) to comply with such instructions; or

(B) the Chargor to provide matched instructions with the Secured Party to the extent required under the Control Agreement in order to give effect to such a transfer of Posted Credit Support (IM) by the Custodian (IM),

and a failure to transfer Posted Credit Support (IM) to the Chargor under this Deed caused by either (A) or (B) above will not constitute an Event of Default with respect to the Secured Party.

6(c) No Use of Posted Credit Support (IM). Without limiting the rights of the Secured Party under the other provisions of this Deed, the Secured Party will have no right to:

(i) sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any Posted Credit Support (IM); or

(ii) register any Posted Credit Support (IM) in the name of the Secured Party, its custodian or a nominee for either.

6(d) No Offset. For the avoidance of doubt, no delivery or return of any margin under any Other CSA will be offset against (or netted with) any Delivery Amount (IM) or Return Amount (IM).
6(e) Distributions and Interest Amount. Except as otherwise provided in this Deed, the Secured Party will have no obligation hereunder to pay or to transfer to the Chargor any amount of interest in respect of any Posted Credit Support (IM) in the form of Cash or any Distributions in respect of Posted Credit Support (IM).
7 Default
For the purposes of Section 5(a)(iii)(1) of the Agreement, an Event of Default will exist with respect to a party if:

(i) as Chargor, that party fails to make, when due, any transfer of Eligible Credit Support (IM), required to be made by the Chargor and that failure continues for two Local Business Days after notice of that failure is given to that party;

(ii) as Secured Party, that party fails to instruct the Custodian (IM) before the relevant time to transfer Posted Credit Support (IM) in order to comply with its obligations hereunder and that failure continues for two Local Business Days after notice of that failure is given to that party; or

(iii) that party fails to comply with or perform any agreement or obligation other than those specified in Paragraphs 7(i) and 7(ii) above and that failure continues for 30 days after notice of that failure is given to that party,

provided that, if Custodian Event is specified as applicable in Paragraph 13, any event or circumstance that constitutes or gives rise to a Custodian Event will not constitute or give rise to such Event of Default.
8 Certain Rights and Remedies
8(a) Secured Party’s Rights and Remedies

(i) General.

(A) For the purposes of all powers implied by statute, the Obligations are deemed to have become due and payable on the date of this Deed.

(B) Section 103 (restricting the power of sale) and section 93 (restricting the right of consolidation) of the Act shall not apply to this Deed.

(ii) Secured Party’s Rights. If at any time a Secured Party Rights Event has occurred and is continuing, then, unless the Chargor has paid in full all of its Obligations, the Secured Party shall, without prior notice to the Chargor, be entitled to put into force and to exercise immediately or as and when it may see fit any and every power possessed by the Secured Party by virtue of this Deed or available to a secured creditor and in particular (but without limitation) the Secured Party shall have power in respect of Posted Credit Support (IM):

(A) to sell all or any of the Posted Credit Support (IM) (other than Posted Credit Support (IM) in the form of cash) in any manner permitted by law upon such terms as the Secured Party shall in its absolute discretion determine;

(B) to apply all or any of the Posted Credit Support (IM) in the form of cash in or towards the payment or discharge of any amounts payable by the Chargor with respect to any Obligation in such order as the Secured Party sees fit;

(C) to the extent that the assets charged under this Deed constitute "financial collateral" and this Deed and the obligations of the Chargor under this Deed constitute a "security financial collateral arrangement" (in each case for the purpose of and as defined in the Financial Collateral Arrangements (No. 2) Regulations 2003) (the “Regulations”), to appropriate all or any part of that financial collateral in or towards the satisfaction of the Obligations in such order as the Secured Party sees fit; and

(D) to collect, recover or compromise and to give a good discharge for any moneys payable to the Chargor in respect of any of the Posted Credit Support (IM);

and for the purposes of this Paragraph 8(a) the Secured Party shall be entitled to make any currency conversions or effect any transaction in currencies which it thinks fit, and to do so at such times and rates as it thinks proper.

(iii) Power of Attorney. The Chargor, by way of security and solely for the purpose of more fully securing the performance of the Obligations, irrevocably appoints the Secured Party the attorney of the Chargor on its behalf and in the name of the Chargor or the Secured Party (as the attorney may decide) to do all acts, and execute all documents which the Chargor could itself execute, in relation to any of the Posted Credit Support (IM) or in connection with any of the matters provided for in this Deed, including (but without limitation):

(A) to execute any transfer, bill of sale or other assurance in respect of the Posted Credit Support (IM);

(B) to exercise all the rights and powers of the Chargor in respect of the Posted Credit Support (IM);

(C) to ask, require, demand, receive, compound and give a good discharge for any and all moneys and claims for moneys due and to become due under or arising out of any of the Posted Credit Support (IM);

(D) to endorse any cheques or other instruments or orders in connection with any of the Posted Credit Support (IM); and

(E) to make any claims or to take any action or to institute any proceedings which the Secured Party considers to be necessary or advisable to protect or enforce the security interest created by this Deed.

(iv) Protection of Purchaser.

(A) No purchaser or other person dealing with the Secured Party or a Receiver or with its attorney or agent shall be concerned to enquire (1) whether any power exercised or purported to be exercised by the Secured Party has become exercisable, (2) whether any Obligation remains due, (3) as to the propriety or regularity of any of the actions of the Secured Party or (4) as to the application of any money paid to the Secured Party.

(B) In the absence of bad faith on the part of such purchaser or other person, such dealings shall be deemed, so far as regards the safety and protection of such purchaser or other person, to be within the powers conferred by this Deed and to be valid accordingly. The remedy of the Chargor in respect of any impropriety or irregularity whatever in the exercise of such powers shall be in damages only.

(v) Valuation of Appropriated Collateral. Subject to Paragraph 13, where any Posted Credit Support (IM) is appropriated, the value of the appropriated Posted Credit Support (IM) will be the Appropriation Value of such Posted Credit Support (IM) as of, or as soon as reasonably practicable after, the date on which such Posted Credit Support (IM) is appropriated.

(vi) Appointment of Receiver.

(A) Except as provided below, the Secured Party may appoint any one or more persons to be a Receiver of all or any part of the Security Assets if:

(1) the security granted under this Deed has become enforceable; or

(2) the Chargor so requests the Secured Party in writing at any time.

(B) Any appointment under Paragraph 8(a)(vi)(A) above may be by deed, under seal or in writing under its hand.

(C) Any restriction imposed by law on the right of a mortgagee to appoint a Receiver (including under section 109(1) of the Act) does not apply to this Deed.

(vii) Removal of Receiver and Remuneration.

(A) The Secured Party may by writing under its hand remove any Receiver appointed by it and may, whenever it thinks fit, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated.

(B) The Secured Party may fix the remuneration of any Receiver appointed by it and any maximum rate imposed by law (including under section 109(6) of the Act) will not apply.

(viii) Agent of the Chargor.

(A) A Receiver will be deemed to be the agent of the Chargor for all purposes and, accordingly, will be deemed to be in the same position as a Receiver duly appointed by a mortgagee under the Act. The Chargor is solely responsible for the contracts, engagements, acts, omissions, defaults and losses of a Receiver and for liabilities incurred by a Receiver.

(B) No Secured Party will incur any liability (either to the Chargor or to any other person) by reason of the appointment of a Receiver or for any other reason.

(ix) Relationship with Secured Party. To the fullest extent allowed by law, any right, power or discretion conferred by this Deed (either expressly or impliedly) or by law on a Receiver may after the security granted under this Deed becomes enforceable be exercised by the Secured Party in relation to any Security Asset without first appointing a Receiver or notwithstanding the appointment of a Receiver.

(x) Powers of Receiver.

(A) General

(1) A Receiver has all the rights, powers and discretions set out below in this sub-paragraph in addition to those conferred on it by any law. This includes all the rights, powers and discretions conferred on a receiver (or a receiver and manager) under the Act and the Insolvency Act 1986.

(2) If there is more than one Receiver holding office at the same time, each Receiver may (unless the document appointing him states otherwise) exercise all the powers conferred on a Receiver under this Deed individually and to the exclusion of any other Receiver.

(B) Possession: A Receiver may take immediate possession of, get in and collect any Security Asset and may subsequently relinquish such possession.

(C) Sale of assets

(1) A Receiver may sell, exchange, convert into money and realise any Security Asset by public auction or private contract and generally in any manner and on any terms which he thinks fit.

(2) The consideration for any such transaction may consist of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over any period which he thinks fit.

(D) Receipts: A Receiver may give a valid receipt for any moneys and execute any assurance or thing which may be necessary or desirable for realising any Security Asset.

(E) Delegation: A Receiver may delegate his powers in accordance with this Deed.

(F) Other powers: A Receiver may:

(1) do all other acts and things which he may consider desirable or necessary for realising any Security Asset or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Deed or law;

(2) exercise in relation to any Security Asset all the powers, authorities and things which he would be capable of exercising if he were the absolute beneficial owner of that Security Asset; and

(3) use the name of the Chargor for any of the above purposes.

8(b) Chargor’s Rights and Remedies. If at any time a Chargor Rights Event has occurred and is continuing, then:

(i) the Chargor may exercise all rights and remedies available to a chargor under applicable law with respect to Posted Credit Support (IM); and

(ii) the Secured Party will be obligated immediately to transfer or instruct the Custodian (IM) to transfer all Posted Credit Support (IM) to the Chargor.

8(c) Deficiencies and Excess Proceeds.

(i) A party will remain liable for all Obligations of such party remaining unsatisfied after the exercise of rights and remedies by the other party (the “Exercising Party”) under Paragraph 8(a) or 8(b) above.

(ii) Following the exercise of such rights and remedies, the Exercising Party will, as the Secured Party, transfer or instruct the Custodian (IM) to transfer to the other party any proceeds and Posted Credit Support (IM) remaining after satisfaction in full of all payment and delivery Obligations of such other party, including (if applicable) the transfer and release to the Exercising Party by such other party, in its capacity as the Secured Party, of all Posted Credit Support (IM) hereunder and the return of any other amounts and items posted by the Exercising Party to such other party as credit support under any Other CSA.

8(d) Final Returns. Subject to Paragraph 8(c) above, upon satisfaction in full of all Obligations of the Chargor (except for any potential liability under Section 2(d) of the Agreement or any obligation to transfer any interest payment under any Other CSA), the Secured Party will transfer or instruct the Custodian (IM) to transfer to the Chargor all Posted Credit Support (IM) (if any).
9. Representations
Each party represents to the other party (which representations will be deemed to be repeated as of each date on which it, as the Chargor, transfers Eligible Credit Support (IM)) that:

(i) it has the power to grant a security interest in any Eligible Credit Support (IM) it transfers as the Chargor to the Segregated Accounts under this Deed and has taken all necessary actions to authorise the granting of that security interest;

(ii) it is the beneficial owner of all Eligible Credit Support (IM) (and rights thereto) it transfers as the Chargor to the Segregated Accounts under this Deed, free and clear of any security interest, lien, encumbrance or other interest or restriction other than the security interest granted under Paragraph 2 and other than (A) a lien routinely imposed on all securities in a clearing system in which any such Eligible Credit Support (IM) may be held or (B) any security interest referred to in, or in connection with, the Control Agreement and each such item of Eligible Credit Support (IM) is fully paid and is not subject to any option to purchase or similar right;

(iii) upon the transfer of any Eligible Credit Support (IM) by it as the Chargor to the Segregated Accounts under the terms of this Deed, the Secured Party will have a valid and perfected first priority security interest in such Eligible Credit Support (IM) except to the extent subordinate to (A) any lien routinely imposed on all securities in a clearing system in which any such Eligible Credit Support (IM) may be held or (B) any security interest referred to in, or in connection with, the Control Agreement; and

(iv) the performance by it as the Chargor of its obligations under this Deed will not result in the creation of any security interest, lien or other interest or encumbrance in or on any Posted Credit Support (IM) other than the security interest created under this Deed (other than (A) any lien routinely imposed on all securities in a clearing system in which any such Posted Credit Support (IM) may be held or (B) any security interest referred to in, or in connection with, the Control Agreement).

10. Expenses
10(a) General. Except as otherwise provided in Paragraph 10(c) below, each party will pay its own costs and expenses (including any stamp, transfer or similar transaction tax or duty payable on any transfer the Chargor is required to make under this Deed) in connection with performing its obligations under this Deed and neither party will be liable for any such costs and expenses incurred by the other party. The Chargor will be liable for any costs and expenses (including any stamp, transfer or similar transaction tax or duty payable on any transfer from the Segregated Accountto the Chargor in accordance with the terms of this Deed) incurred by the Custodian (IM) in connection with performing any of its obligations to the parties in relation to this Deed.
10(b) Posted Credit Support (IM). The Chargor will promptly pay when due all taxes, assessments or charges of any nature that are imposed with respect to Posted Credit Support (IM) credited to the Segregated Accounts upon becoming aware of the same.
10(c) Liquidation/Application of Posted Credit Support (IM). All reasonable costs and expenses incurred by or on behalf of the Secured Party in connection with the liquidation, appropriation and/or application of any Posted Credit Support (IM) under Paragraph 8 will be payable, on demand, by the Defaulting Party or, if there is no Defaulting Party, equally by the parties.
Paragraph 11. Other Provisions
11(a) Default Interest. A Secured Party that fails, when required to do so, to instruct the Custodian (IM) to transfer Posted Credit Support (IM) to the Chargor, will be obliged to pay the Chargor (to the extent permitted by applicable law) an amount equal to interest at the Default Rate multiplied by the Value on the relevant Calculation Date (IM) of the items of property that the Secured Party was required to instruct the Custodian (IM) to transfer, from (and including) the date that the Secured Party was required to instruct the Custodian (IM) to transfer the Posted Credit Support (IM) to (but excluding) the date that the Secured Party instructs the Custodian (IM) to transfer the Posted Credit Support (IM). This interest will be calculated on the basis of daily compounding and the actual number of days elapsed.
11(b) Further Assurances. Promptly following a demand made by a party, the other party will execute, deliver, file and record any financing statement, specific assignment or other document, and take any other action that may be necessary or desirable and reasonably requested by that party to create, preserve, perfect or validate any security interest granted under Paragraph 2, to enable that party to exercise or enforce its rights under this Deed with respect to Posted Credit Support (IM) or to effect or document a release of a security interest on Posted Credit Support (IM).
11(c) Further Protection. The Chargor will promptly give notice to the Secured Party of, and defend against, any suit, action, proceeding or lien that involves Posted Credit Support (IM) transferred by the Chargor or that could adversely affect the security interest granted by it under Paragraph 2.
11(d) Good Faith and Commercially Reasonable Manner. Performance of all obligations under this Deed, including, but not limited to, all calculations, valuations and determinations made by either party, will be made in good faith and in a commercially reasonable manner.
11(e) Demands and Notices. All demands and notices made by a party under this Deed will be made as specified in Section 12 of the Agreement, except as otherwise provided in Paragraph 13.
11(f) Specifications of Certain Matters. Anything referred to in this Deed as being specified in Paragraph 13 also may be specified in one or more Confirmations or other documents and this Deed will be construed accordingly.
11(g) Governing Law and Jurisdiction. This Deed, and any non-contractual obligations arising out of or in connection with it will be governed by and construed in accordance with English law. With respect to any dispute, claim, difference or controversy arising out of, relating to or having any connection with this Deed, including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it (“Proceedings”), each party irrevocably:

(i) submits to the non-exclusive jurisdiction of the English courts;

(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party; and

(iii) agrees, to the extent permitted by applicable law, that the bringing of Proceedings in any one or more jurisdictions will not preclude the bringing of Proceedings in any other jurisdiction.

11(h) Service of Process. Each party irrevocably appoints the Process Agent, if any, specified opposite its name in Paragraph 13 to receive, for it and on its behalf, service of process in any proceedings before the English courts in connection with this Deed. If for any reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and may within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12 of the Agreement, except as otherwise provided in Paragraph 13. Nothing in this Deed will affect the right of either party to serve process in any other manner permitted by applicable law.
11(i) Third Party Rights. A person who is not a party to this Deed shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or enjoy the benefit of, any term of this Deed. This does not affect any right or remedy of a third party which exists, or is available, apart from the Contracts (Rights of Third Parties) Act 1999.
11(j) Interpretation. Unless otherwise specified in Paragraph 13, references in this Deed to a law, statute or statutory provision include (i) such law, statute or statutory provision as from time to time amended, modified, re-enacted or consolidated whether before or after the date of this Deed; and (ii) any subordinate legislation from time to time made, amended, modified, re-enacted or consolidated, whether before or after the date of this Deed under any such law, statute or statutory provision. Notwithstanding the foregoing, for the purposes of determining (i) if a Transaction is a Covered Transaction (IM) and (ii) what version of any standardised initial margin schedule applies to a particular Transaction (if the parties have otherwise agreed to apply such standardised initial margin schedule to such Transaction), the relevant law, statute, statutory provision or subordinate legislation will be such law, statute, statutory provision or subordinate legislation as in effect on the date the relevant Transaction was entered into.
Paragraph 12. Definitions
As used in this Deed:
“Act” means the Law of Property Act 1925.
“Allocated Margin Flow (IM/IA) Approach” has the meaning specified in Paragraph 3(c)(iii)(B).
“Amendment Effective Date (IM)” means the first date on which a Covered Transaction (IM) is entered into by the parties hereto.
“Appropriation Value” means, on any date, in relation to securities of any description (such securities, “Relevant Securities”) the fair market value of the Relevant Securities determined by the Secured Party, acting in good faith and in a commercially reasonable manner, by reference to any relevant information, including, without limitation, one or more of the following pricing sources and methods:

(i) available prices for securities with similar maturities, terms and credit characteristics as the Relevant Securities supplied by one or more third parties;

(ii) if the Relevant Securities are listed or traded on a recognised exchange, the value at which they could have been sold on the exchange on the date of appropriation;

(iii) information consisting of relevant market data in the relevant market supplied by one or more third parties, including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other relevant market data in the relevant market; or

(iv) information of the types described in paragraph (i) or (iii) above from internal sources (including any of the Secured Party’s Affiliates) if that information is of the same type used by the Secured Party in the regular course of its business for the valuation of similar securities.

“Assigned Rights” means all rights relating to the Posted Credit Support (IM) which the Chargor may have now or in the future against the Custodian (IM) or any third party, including, without limitation, (i) any right, interest, money or property accruing or offered at any time in relation to any Posted Credit Support (IM) by way of redemption, substitution, exchange, bonus or preference, under option rights or otherwise and (ii) any right to delivery of a security of the appropriate description which arises in connection with (a) any Posted Credit Support (IM) being transferred to a clearance system or financial intermediary or (b) any interest in or to any Posted Credit Support (IM) being acquired while that Posted Credit Support (IM) is in a clearance system or held through a financial intermediary.
Template:ISDA English Law Credit Support Deed 2018 Base Currency “Base Currency Equivalent” means, with respect to an amount on a Calculation Date (IM), in the case of an amount denominated in the Base Currency, such Base Currency amount and, in the case of an amount denominated in a currency other than the Base Currency (the “Other Currency”), the amount of Base Currency required to purchase such amount of the Other Currency at the spot exchange rate on such Calculation Date (IM) as determined by the Calculation Agent (IM).
Template:ISDA English Law Credit Support Deed 2018 Other Currency Template:ISDA English Law Credit Support Deed 2018 Calcuation Agent (IM) “Calculation Date (IM)” means, unless otherwise specified in Paragraph 13, each day from, and including the date of this Deed, that is a day on which commercial banks are open for general business in at least one Calculation Date Location (IM) for Party A and at least one Calculation Date Location (IM) for Party B.
“Calculation Date Location (IM)” has the meaning specified in Paragraph 13.
“Calculation Time (IM)” has the meaning specified in Paragraph 13.
Template:ISDA English Law Credit Support Deed 2018 Cash “Chargor” means, unless otherwise specified in Paragraph 13, either party, when (i) that party receives a demand for or is required to transfer Eligible Credit Support (IM) under Paragraph 3(a) or (ii) in relation to that party the Custodian (IM) holds any Posted Credit Support (IM) in the Segregated Accounts.
Template:ISDA English Law Credit Support Deed 2018 Chargor Access Notice 13(j) “Chargor Rights Event” means an Early Termination Date in respect of all Transactions has occurred or been designated as the result of an Event of Default or Access Condition with respect to the Secured Party; provided that:

(i) if “Chargor Full Discharge Condition” is specified as applicable here, a Chargor Rights Event will not occur unless the Chargor

(A) has provided a statement to the Secured Party in respect of such Early Termination Date pursuant to Section 6(d) of the Agreement and

(B) is claiming that an amount under Section 6(e) of the Agreement

(I) is payable to the Chargor,

(II) is zero or

(III) is payable by the Chargor but

(x) has been discharged in full together with any accrued interest or

(y) will be discharged in full together with any accrued interest in whole or in part pursuant to the Chargor’s exercise of the Delivery in Lieu Right as notified in writing by the Chargor to the Secured Party in connection with its delivery of a Chargor Access Notice, if applicable: Chargor Full Discharge Condition is [Applicable/Not Applicable];

and

(ii) if “Cooling-off Period Condition” is specified as applicable here, a Chargor Rights Event will not occur unless two Local Business Days have passed following the provision of a statement to the Secured Party pursuant to Section 6(d) of the Agreement: Cooling-off Period Condition is [Applicable/Not Applicable].

Notwithstanding the foregoing, if “Control Agreement Chargor Rights Event” is specified as applicable here with respect to a party as the Chargor, a “Chargor Rights Event” will only occur upon the occurrence of one or more of the events that the Chargor and the Secured Party have agreed, in the Control Agreement or otherwise, will permit the Chargor to exercise sole and exclusive control of the Posted Credit Support (IM) held under the Control Agreement:

With respect to Party A acting in its capacity as the Chargor and Party B acting in its capacity as the Secured Party: Control Agreement Chargor Rights Event is [Applicable/Not Applicable].

With respect to Party B acting in its capacity as the Chargor and Party A acting in its capacity as the Secured Party: Control Agreement Chargor Rights Event is [Applicable/Not Applicable].

(i) in relation to a transfer of cash or other property (other than securities) under this Deed, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place where the relevant Segregated Accountis located and, if different, in the principal financial centre, if any, of the currency of such payment or, as applicable, place of delivery;

(ii) in relation to a transfer of securities under this Deed, (a) a day on which the clearance system agreed between the parties for delivery of the securities is open for the acceptance and execution of settlement instructions or, if delivery of the securities is contemplated by other means, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place(s) agreed between the parties for this purpose and (b) a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place where the relevant Segregated Accountis located;

(iii) in relation to a valuation under this Deed, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place(s) agreed between the parties for this purpose; and

(iv) in relation to any notice or other communication or other reference to Local Business Day under this Deed, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place specified in the address for notice most recently provided by the recipient.

(i) an Early Termination Date in respect of all Transactions has occurred or been designated as the result of an Event of Default or Access Condition with respect to the Chargor [and the Chargor has not paid in full all of its Obligations that are then due]; or

(ii) if “Failure to Pay Early Termination Amount” is specified as applicable here, an Event of Default has occurred and is continuing with respect to the Chargor and its obligation to pay an amount under Section 6(e) of the Agreement relating to an Early Termination Date with respect to all Transactions: Failure to Pay Early Termination Amount is [Applicable/Not Applicable].

Notwithstanding the foregoing, if “Control Agreement Secured Party Rights Event” is specified as applicable here with respect to a party as the Chargor, a “Secured Party Rights Event” will only occur upon the occurrence of one or more of the events that the Chargor and the Secured Party have agreed in the Control Agreement or otherwise, will permit the Secured Party to exercise sole and exclusive control of the Posted Credit Support (IM) held under the Control Agreement:

With respect to Party A acting in its capacity as the Chargor and Party B acting in its capacity as the Secured Party: Control Agreement Secured Party Rights Event is: [Applicable/Not Applicable].

With respect to Party B acting in its capacity as the Chargor and Party A acting in its capacity as the Secured Party: Control Agreement Secured Party Rights Event is: [Applicable/Not Applicable].

Template:ISDA English Law Credit Support Deed 2018 Security Assets Template:ISDA English Law Credit Support Deed 2018 Security Interest “Segregated Account” means, with respect to a Chargor, each Segregated Accountwith the Custodian (IM) in the name of the Chargor subject to the terms of the Control Agreement as specified in Paragraph 13 (or any successor accounts (including following any redesignation or renumbering) to those specified in Paragraph 13 which are subject to the terms of the Control Agreement).
Template:ISDA English Law Credit Support Deed 2018 Specified Condition Template:ISDA English Law Credit Support Deed 2018 Substitute Credit Support (IM) Template:ISDA English Law Credit Support Deed 2018 Substitution Date Template:ISDA English Law Credit Support Deed 2018 Substitution Notice “Threshold (IM)” means, with respect to a party, the Base Currency Equivalent of the amount specified as such for that party in Paragraph 13 and, if no amount is specified, zero.
“Valuation Percentage” means, for any item of Eligible Credit Support (IM), the percentage specified in accordance with Paragraph 13.
“Value” means, unless otherwise specified in Paragraph 13, for any Calculation Date (IM) or other date for which Value is calculated and subject to Paragraph 5 in the case of a dispute, with respect to:

(i) save as provided in clause (ii) below, Eligible Credit Support (IM) comprised in the Posted Credit Support (IM):

(A) an amount of Cash, the Base Currency Equivalent of such amount multiplied by (VP – HFX); and

(B) a security, the Base Currency Equivalent of the bid price obtained by the Calculation Agent (IM) multiplied by (VP – HFX):

where:

VP equals the applicable Valuation Percentage; and

HFX equals the applicable FX Haircut Percentage,

provided that, for the purposes of calculating Value under Paragraph 11(a), the VP will be 100% and HFX will be zero; and

(ii) Posted Credit Support (IM) that consists of items that are, in respect of the relevant posting obligation, deemed as of such date to have a Value of zero pursuant to Paragraph 13, zero.

(i) an Early Termination Date in respect of all Transactions has occurred or been designated as the result of an Event of Default or Access Condition with respect to the Chargor [and the Chargor has not paid in full all of its Obligations that are then due]; or

(ii) if “Failure to Pay Early Termination Amount” is specified as applicable here, an Event of Default has occurred and is continuing with respect to the Chargor and its obligation to pay an amount under Section 6(e) of the Agreement relating to an Early Termination Date with respect to all Transactions: Failure to Pay Early Termination Amount is [Applicable/Not Applicable].

Notwithstanding the foregoing, if “Control Agreement Secured Party Rights Event” is specified as applicable here with respect to a party as the Chargor, a “Secured Party Rights Event” will only occur upon the occurrence of one or more of the events that the Chargor and the Secured Party have agreed in the Control Agreement or otherwise, will permit the Secured Party to exercise sole and exclusive control of the Posted Credit Support (IM) held under the Control Agreement:

With respect to Party A acting in its capacity as the Chargor and Party B acting in its capacity as the Secured Party: Control Agreement Secured Party Rights Event is: [Applicable/Not Applicable].

With respect to Party B acting in its capacity as the Chargor and Party A acting in its capacity as the Secured Party: Control Agreement Secured Party Rights Event is: [Applicable/Not Applicable].

13(i) Notice of Exclusive Control. Each party as the Secured Party covenants to the other party as the Chargor that:

(i) it will not give a Notice of Exclusive Control under the Control Agreement unless and until an NEC Event occurs and is continuing and that it will deliver a copy of the Notice of Exclusive Control to the Chargor when it is delivered to the Custodian (IM); and

(ii) it will not exercise any rights of access in respect of the Posted Credit Support (IM) held by the Custodian (IM) arising from delivery of such Notice of Exclusive Control unless and until a Secured Party Rights Event occurs and is continuing.

“NEC Event” means:

(A) if the Control Agreement permits delivery of a Notice of Exclusive Control separately from instructions from the Secured Party to the Custodian (IM) regarding the transfer of assets from the relevant Segregated Account:

(1) an Event of Default or Access Condition with respect to the Chargor has occurred and is continuing or

(2) an Early Termination Date in respect of all Transactions has occurred or been designated as the result of an Event of Default or Access Condition with respect to the Chargor; or

(B) otherwise, a Secured Party Rights Event has occurred and is continuing.

“Notice of Exclusive Control” means a notice that a secured party is entitled to give under the Control Agreement that has or will have the effect of giving such party the exclusive right to direct the Custodian (IM) to block withdrawals or to control the Posted Credit Support (IM).

Notwithstanding the foregoing, if “Control Agreement NEC Event” is specified as applicable here with respect to a party as the Chargor, a “NEC Event” will only occur upon the occurrence of one or more of the events that the Chargor and the Secured Party have agreed, in the Control Agreement or otherwise, will permit the Secured Party to deliver a Notice of Exclusive Control under the Control Agreement:

With respect to Party A acting in its capacity as the Chargor and Party B acting in its capacity as the Secured Party: Control Agreement NEC Event is [Applicable/Not Applicable].

With respect to Party B acting in its capacity as the Chargor and Party A acting in its capacity as the Secured Party: Control Agreement NEC Event is [Applicable/Not Applicable].
13(j) “Chargor Rights Event” means an Early Termination Date in respect of all Transactions has occurred or been designated as the result of an Event of Default or Access Condition with respect to the Secured Party; provided that: