Template:ISDA English Law Credit Support Deed 2018 12

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.