Template:ISDA New York Law Credit Support Annex 2016 13

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Paragraph 13 Paragraph 13. Elections and Variables
:13(a) Base Currency and Eligible Currency.
 ::13(a)(i) “Base Currency” means United States Dollars, unless otherwise specified here: [...]
 ::13(a)(ii) “Eligible Currency” means the Base Currency and each other currency specified here:[...]
:13(b) Covered Transactions; Security Interest for Obligations; Exposure.
 ::13(b)(i) The term “Covered Transactions” as used in this Annex includes any Transaction) specified below that is entered into on or after [...], except as otherwise provided in the Confirmation of such Transaction):
 :::13(b)(i)(A) For purposes of the foregoing, the term “Covered Transactions” includes: [Any Transaction) [that is any of the following] [Swap], [Security-Based Swap], [OTC Derivative], [Physically Settled FX Forward] or [Physically Settled FX Swap]] [and is not any of the following: [Swap], [Security-Based Swap], [OTC Derivative], [Physically Settled FX Forward], or [Physically Settled FX Swap][...]]

As used above:

[“OTC Derivative” means an “OTC derivative” or “OTC derivative contract” as defined in Article 2(7) of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories (“EMIR”) other than one which constitutes (i) a “foreign exchange forward” as defined in Article 7(1)(a) of the final draft regulatory technical standards on risk-mitigation techniques for OTC-derivative contracts not cleared by a CCP under Article 11(15) of EMIR dated March 8, 2016 (the “EMIR RTS”) for so long as such Transaction)s are subject to the transitional exemption from the variation margin requirements under Article 39(6) of the EMIR RTS and a single stock equity option or index option Transaction) as referred to in Article 39(7) of the EMIR RTS for so long as such Transaction)s are subject to the transitional exemption from the variation margin requirements under Article 39(7) of the EMIR RTS.]

[“Physically Settled FX Forward” means [...]]

[“Physically Settled FX Swap” means [...]]

[“Security-Based Swap” means a “security-based swap” as defined in Section 3(a)(68) of the U.S. Securities Exchange Act of 1934, as amended (“SEA”), and the rules adopted thereunder. For the avoidance of doubt, the term “Security-Based Swap” does not include a security-based swap that has been cleared by a “clearing agency,” as such term is defined in Section 3(a)(23) of the SEA and the rules adopted thereunder.]

[“Swap” means a “swap” as defined in Section 1a(47) of the U.S. Commodity Exchange Act, as amended (“CEA”), and the regulations adopted thereunder. For the avoidance of doubt, the term “Swap” does not include a swap that has been cleared by a “derivatives clearing organization,” as such term is defined in Section 1a(15) of the CEA and the regulations adopted thereunder.]

[For the purposes of the foregoing, a Transaction) will be deemed to be entered into on or after the date specified in this Paragraph 13(b)(i) if an amendment, novation or other lifecycle event with respect to such Transaction) would cause such Transaction) to be entered into after such date under law applicable to either party requiring the collection or delivery of variation margin.]*
 ::13(b)(ii) The term “Obligations” as used in this Annex includes the following additional obligations:

With respect to Party A: [...]

With respect to Party B: [...]
 ::13(b)(iii) “[[Exposure - NY VM CSA Provision|Exposure]]” has the meaning specified in Paragraph 12), unless otherwise specified here: [...]
:13(c) Credit Support Obligations.
 ::13(c)(i) Delivery Amount (VM) and Return Amount (VM).
 :::13(c)(i)(A) “Delivery Amount (VM)” has the meaning specified in Paragraph 3(a), unless otherwise specified here: [...]
 :::13(c)(i)(B) “Return Amount (VM)” has the meaning specified in Paragraph 3(b), unless otherwise specified here: [...]
 ::13(c)(ii) Eligible Collateral (VM). Subject to Paragraph 11(g), if applicable, and each Credit Support Eligibility Condition (VM)) applicable to it specified in Paragraph 13, if any, the following items will qualify as “Eligible Collateral (VM)” for the party specified (as the Pledgor):

	Party A	Valuation Percentage	Party B	Valuation Percentage
(A) Cash in an Eligible Currency	[...]	[...]%	[...]	[...]%
(B) Other	[...]	[...]%	[...]	[...]%

 ::13(c)(iii) Legally Ineligible Credit Support (VM). The provisions of Paragraph 11(g) will not apply to the [party/parties] specified here (as the Secured Party):

[ ] Party A

[ ] Party B
 :::13(c)(iii)(A) “Total Ineligibility Date” has the meaning specified in Paragraph 11(g), unless otherwise specified here [...]
 :::13(c)(iii)(B) “Transfer Ineligibility Date” has the meaning specified in Paragraph 11(g), unless otherwise specified here: [...]
 ::13(c)(iv) Credit Support Eligibility Conditions (VM). The following conditions will each be a “Credit Support Eligibility Condition (VM)” for the party specified. Any item will not qualify as Eligible Collateral (VM) for a party (as the Pledgor) if such item does not satisfy each Credit Support Eligibility Condition (VM)) applicable to it.

[...]

[...]
 ::13(c)(v) “Valuation Percentage”; “FX Haircut Percentage”
 :::13(c)(v)(A) “Valuation Percentage” means, with respect to each party (as the Pledgor) and item of Eligible Collateral (VM), the percentage (expressed as a decimal) specified in Paragraph 13(c)(ii); provided that if nothing is specified in Paragraph 13(c)(ii), the Valuation Percentage will be 100% unless otherwise specified below. The Valuation Percentage for either party and any item of Eligible Collateral (VM) will further be subject to the terms and conditions, if any, specified below as applicable to such party and item: [...]

[If at any time the Valuation Percentage assigned to an item of Eligible Collateral (VM) with respect to a party (as the Pledgor) under this Annex is greater than the maximum permitted valuation percentage (prescribed or implied) for such item of collateral under any law requiring the collection of variation margin applicable to the other party (as the Secured Party), then the Valuation Percentage with respect to such item of Eligible Collateral (VM) and such party will be such maximum permitted valuation percentage.]*
 :::13(c)(v)(B) “FX Haircut Percentage” means, with respect to each party (as the Pledgor) and item of Eligible Collateral (VM), [[8]%, unless the Eligible Collateral (VM) or Posted Collateral (VM) is in the form of Cash) [in a Major Currency] or is denominated in a currency that matches [an Eligible Currency], in which case the FX Haircut Percentage) will be 0%.]

[As used above, “Major Currency” means any of: (1) United States Dollar; (2) Canadian Dollar;

(3) Euro; (4) United Kingdom Pound; (5) Japanese Yen; (6) Swiss Franc; (7) New Zealand Dollar;
(8) Australian Dollar; (9) Swedish Kronor; (10) Danish Kroner; (11) Norwegian Krone or any other currency specified below: [...]
 ::13(c)(vi) Other Eligible Support (VM). The following items will qualify as “Other Eligible Support (VM)” for the party specified (as the Pledgor):

	Party A	Party B
(A)	[…]	[…]
(B)	[…]	[…]

 ::13(c)(vii) Minimum Transfer Amount.
 :::13(c)(vii)(A) “Minimum Transfer Amount” means with respect to Party A: $ [...]

“Minimum Transfer Amount” means with respect to Party B: $ [...]
 :::13(c)(vii)(B) Rounding. The Delivery Amount (VM) and the Return Amount (VM) will be rounded up and down respectively to the nearest integral multiple of $ [...]
 ::13(c)(viii) Transfer Timing. “Regular Settlement Day” has the meaning specified in Paragraph 12), unless otherwise specified here: […]
:13(d) Valuation and Timing.
 ::13(d)(i) “Valuation Agent” means, for purposes of Paragraphs 3 and 5, the party making the demand under Paragraph 3, and, for purposes of Paragraph 6(d), the Secured Party, as applicable, unless otherwise specified here: [...]
 ::13(d)(ii) “Valuation Date” has the meaning specified in Paragraph 12), unless otherwise specified here: [...]

For purposes of determining the Valuation Date and clause (iii) of the definition of “Local Business Day” in Paragraph 12), “Valuation Date Location”* means, with respect to each party, each city, region, or country specified below:

Party A: [...]

Party B: [...]
 ::13(d)(iii) “Valuation Time” has the meaning specified in Paragraph 12), unless otherwise specified here: [...]
 ::13(d)(iv) “Notification Time” means 10:00 a.m., New York time, on a Local Business Day, unless otherwise specified here: [...]
:13(e) Conditions Precedent and Secured Party’s Rights and Remedies.
 ::13(e)(i) The provisions of Paragraph 4(a) will apply, unless otherwise specified here: [...]
 ::13(e)(ii) If the provisions of Paragraph 4(a) are applicable, the following Termination Event(s) will be a “Specified Condition” for the party specified (that party being the Affected Party if the Termination Event occurs with respect to that party):

	Party A	Party B
Illegality	[…]	[…]
Force Majeure Event	[…]	[…]
Tax Event	[…]	[…]
Tax Event Upon Merger	[…]	[…]
Credit Event Upon Merger	[…]	[…]
Additional Termination Event(s):	[…]	[…]

:13(f) Substitution.
 ::13(f)(i) “Substitution Date” has the meaning specified in Paragraph 4(d)(ii), unless otherwise specified here: [...]
 ::13(f)(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): [applicable/inapplicable]
:13(g) Dispute Resolution.
 ::13(g)(i) “Resolution Time” means 1:00 p.m., New York time, on the Local Business Day following the date on which the notice is given that gives rise to a dispute under Paragraph 5, unless otherwise specified here: [...]
 ::13(g)(ii) Value. For the purpose of Paragraphs 5(iv)(A)(3) and 5(iv)(B), the Value of Posted Credit Support (VM) will be calculated as follows: [...]
 ::13(g)(iii) Alternative. The provisions of Paragraph 5 will apply, unless an alternative Dispute Resolution procedure is specified here: [...]
:13(h) Holding and Using Posted Collateral (VM).
 ::13(h)(i) Eligibility to Hold Posted Collateral (VM); Custodians (VM). Party A and its Custodian (VM) will be entitled to hold Posted Collateral (VM) pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied:
 :::13(h)(i)(A) Party A is not a Defaulting Party.
 :::13(h)(i)(B) […]

[...] Initially, the Custodian (VM) for Party A is [...]

Party B and its Custodian (VM) will be entitled to hold Posted Collateral (VM) pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied:
 :::13(h)(i)(A) Party B is not a Defaulting Party.
 :::13(h)(i)(B) […]

[...] Initially, the Custodian (VM) for Party A is [...]
 ::13(h)(ii) Use of Posted Collateral (VM). The provisions of Paragraph 6(c) will not apply to the [party/parties*] specified here:

[…] Party A

[…] Party B

and [that party/those parties*] will not be permitted to: [...]
:13(i) Distributions and Interest Payment (VM).
 ::13(i)(i) Interest Rate (VM). The “Interest Rate (VM)” in relation to each Eligible Currency specified below will be:

Eligible Currency	Interest Rate (VM)	A/365 Currency
[...]	[…]	[…]
[...]	[…]	[…]
[...]	[…]	[…]

13(i)(ii) Transfer of Interest Payment (VM) or application of Interest Amount (VM).

Interest Transfer: [Applicable/Not Applicable]

Interest Payment Netting: [Applicable/Not Applicable]

[The Transfer of an Interest Payment (VM) by the Interest Payer (VM) will be made on [the last Local Business Day of each calendar month] [and on any Local Business Day that a Return Amount (VM) consisting wholly or partly of Cash) is Transferred to the Pledgor pursuant to Paragraph 3(b)]. The Transfer of an Interest Payment (VM) by the Interest Payer (VM) will be made on [the last Local Business Day of each calendar month] [and on any Local Business Day that a Delivery Amount (VM) consisting wholly or partly of Cash) is Transferred to the Secured Party pursuant to Paragraph 3(a)].]

Interest Adjustment: [Applicable/Not Applicable]

[The Posted Collateral (VM) will be adjusted by the Secured Party on [the last Local Business Day of each calendar month][each day].]
 ::13(i)(iii) Other Interest Elections}.

Negative Interest: [Applicable/Not Applicable]

Daily Interest Compounding: [Applicable/Not Applicable]
 ::13(i)(iv) Alternative to Interest Amount (VM) and Interest Payment (VM). The provisions of Paragraph 6(d)(ii) will apply, unless otherwise specified here: [...]
:13(j) Credit Support Offsets. If specified here as applicable, then the “Credit Support Offsets” provisions in Paragraph 11(j) of this Annex will apply: [applicable/inapplicable].
:13(k) Additional Representation(s).

[Party A/Party B] represents to the other party (which representation(s) will be deemed to be repeated as of each date on which it, as the Pledgor, Transfers Eligible Collateral (VM)) that: […]
:13(l) Other Eligible Support (VM) and Other Posted Support (VM).
 ::13(l)(i) “Value” with respect to Other Eligible Support (VM) and Other Posted Support (VM) means: [...]
 ::13(l)(ii) “Transfer” with respect to Other Eligible Support (VM) and Other Posted Support (VM) means: [...]
:13(m) Demands and Notices. All demands, specifications and notices under this Annex will be made pursuant to the Notices Section of this Agreement, unless otherwise specified here:

Party A: [...]

Party B: [...]
:13(n) Addresses for Transfers.

Party A: [...]

Party B: [...]
:13(o) “Other CSA” has the meaning specified in Paragraph 12), unless otherwise specified here: [...]
:13(p) Other Provisions.