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2018 ISDA Credit Support Deed (IM) (English law)
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Paragraph 12 in a Nutshell

Use at your own risk, campers!
Paragraph 12. Definitions

As used in this Deed:
Template:Nutshell 2018 CSD Act Template:Nutshell 2018 CSD Allocated Margin Flow (IM/IA) Approach Template:Nutshell 2018 CSD Amendment Effective Date (IM) Template:Nutshell 2018 CSD Appropriation Value Template:Nutshell 2018 CSD Assigned Rights Template:Nutshell 2018 CSD Base CurrencyBase Currency Equivalent” of an amount in a currency other than the Base Currency (the “Other Currency”) is the amount of Base Currency the Calculation Agent (IM) determines is needed to buy that Other Currency amount at the prevailing spot exchange rate on the Calculation Date (IM).
Template:Nutshell 2018 CSD Other Currency Template:Nutshell 2018 CSD Calcuation Agent (IM) Template:Nutshell 2018 CSD Calculation Date (IM) Template:Nutshell 2018 CSD Calculation Date Location (IM) Template:Nutshell 2018 CSD Calculation Time (IM) Template:Nutshell 2018 CSD CashChargor” means a party that is required to transfer Eligible Credit Support (IM) under Paragraph 3(a) (or on whose behalf the Custodian (IM) already holds Posted Credit Support (IM)).
Template:Nutshell 2018 CSD Chargor Access Notice Template:Nutshell 2018 CSD Chargor Rights EventControl Agreement” is defined in Paragraph 13.
Template:Nutshell 2018 CSD Covered Transactions (IM) Template:Nutshell 2018 CSD Credit Support Amount (IM) Template:Nutshell 2018 CSD Custodian EventCustodian (IM)” for each party as Chargor will be specified in Paragraph 13.
Template:Nutshell 2018 CSD Delivery Amount (IM) Template:Nutshell 2018 CSD Disputing Party Template:Nutshell 2018 CSD Distinct Margin Flow (IM) Approach Template:Nutshell 2018 CSD Distributions Template:Nutshell 2018 CSD Eligible Credit Support (IM) Template:Nutshell 2018 CSD Eligible Currency Template:Nutshell 2018 CSD Exercising Party Template:Nutshell 2018 CSD FX Haircut percentage Template:Nutshell 2018 CSD Greater of Margin Flow (IM/IA) Approach Template:Nutshell 2018 CSD Local Business Day Template:Nutshell 2018 CSD Margin Amount (IA) Template:Nutshell 2018 CSD Margin Amount (IM) Template:Nutshell 2018 CSD Margin Approach Template:Nutshell 2018 CSD Method Template:Nutshell 2018 CSD Minimum Transfer Amount (IM) Template:Nutshell 2018 CSD Notification Time Template:Nutshell 2018 CSD Obligations Template:Nutshell 2018 CSD Original Credit Support (IM)Other CSA” means any other collateral arrangement that is designated as a Credit Support Document or counts as a Transaction under the Agreement.
Posted Credit Support (IM)” means all Eligible Credit Support (IM), Distributions, and other property that has been credited to the relevant Segregated Account by the Custodian (IM) and not transferred back to the Chargor or debited from the Segregated Account.
Template:Nutshell 2018 CSD Proceedings Template:Nutshell 2018 CSD Recalculation Date Template:Nutshell 2018 CSD Receiver Template:Nutshell 2018 CSD Regime Template:Nutshell 2018 CSD Regular Settlement Day Template:Nutshell 2018 CSD Regulations Template:Nutshell 2018 CSD Resolution Time Template:Nutshell 2018 CSD Return Amount (IM)Secured Party” means a party to the extent it is entitled to Eligible Credit Support (IM) or benefits from a Security Interest over Posted Credit Support (IM) credited to the Segregated Accounts.
13(h)Secured Party Rights Event” means:

(i) an Early Termination Date for all Transactions happens because of an Event of Default or Access Condition for the Chargor [and the Chargor has not paid its Obligations in full when due]; or
(ii) if “Failure to Pay Early Termination Amount” applies, the Chargor is suffering an ongoing Event of Default and its Section 6(e) payment obligation for an Early Termination Date for all Transactions [umm something seems to be missing here?]:

Failure to Pay Early Termination Amount [applies][does not apply].

[(iii)] if “Control Agreement Secured Party Rights Event” applies to a Chargor, a “Secured Party Rights Event” will only occur Secured Party is contractually entitled to exercise exclusive control of the Posted Credit Support (IM).

Party A as Chargor: Control Agreement Secured Party Rights Event [applies][does not apply].
Party B as Chargor: Control Agreement Secured Party Rights Event [applies][does not apply].
Template:Nutshell 2018 CSD Security Assets Template:Nutshell 2018 CSD Security Interest Template:Nutshell 2018 CSD Segregated Account Template:Nutshell 2018 CSD Specified Condition Template:Nutshell 2018 CSD Substitute Credit Support (IM) Template:Nutshell 2018 CSD Substitution Date Template:Nutshell 2018 CSD Substitution Notice Template:Nutshell 2018 CSD Threshold (IM) Template:Nutshell 2018 CSD Valuation Percentage

Template:Nutshell 2018 CSD Value

Full text of Paragraph 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 CurrencyBase 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 CashChargor” 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].

Control Agreement” has the meaning specified in Paragraph 13.
Template:ISDA English Law Credit Support Deed 2018 Covered Transactions (IM) Template:ISDA English Law Credit Support Deed 2018 Credit Support Amount (IM) Template:ISDA English Law Credit Support Deed 2018 Custodian EventCustodian (IM)” means, with respect to a party as Chargor and related Segregated Accounts, the relevant entity specified in Paragraph 13 as the Custodian (IM) for such Chargor.
Template:ISDA English Law Credit Support Deed 2018 Delivery Amount (IM) Template:ISDA English Law Credit Support Deed 2018 Disputing Party Template:ISDA English Law Credit Support Deed 2018 Distinct Margin Flow (IM) Approach Template:ISDA English Law Credit Support Deed 2018 DistributionsEligible Credit Support (IM)” has the meaning specified in Paragraph 13.
Template:ISDA English Law Credit Support Deed 2018 Eligible Currency Template:ISDA English Law Credit Support Deed 2018 Exercising Party Template:ISDA English Law Credit Support Deed 2018 FX Haircut percentage Template:ISDA English Law Credit Support Deed 2018 Greater of Margin Flow (IM/IA) ApproachLocal Business Day”, unless otherwise specified in Paragraph 13, means:

(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.

Margin Amount (IA)” has the meaning specified in Paragraph 3(c)(ii).
Margin Amount (IM)” has the meaning specified in Paragraph 3(c)(i).
Margin Approach” has the meaning specified in Paragraph 3(c)(iii).
Method” has the meaning specified in Paragraph 13. Template:ISDA English Law Credit Support Deed 2018 Minimum Transfer Amount (IM)Notification Time” has the meaning specified in Paragraph 13.
Template:ISDA English Law Credit Support Deed 2018 Obligations Template:ISDA English Law Credit Support Deed 2018 Original Credit Support (IM)Other CSA” means any other credit support annex, credit support deed, collateral transfer agreement (and related security agreement) or other collateral-related supplement or provision that (i) is a Credit Support Document or (ii) forms part of the Agreement. For the avoidance of doubt, the Control Agreement is not an Other CSA.
Posted Credit Support (IM)” means all Eligible Credit Support (IM), other property, Distributions, and all proceeds thereof that have been transferred to or received into the relevant Segregated Account under this Deed or otherwise credited to the relevant Segregated Account by the Custodian (IM) and not transferred to the Chargor pursuant to the provisions of this Deed, or otherwise debited from the relevant Segregated Account by the Custodian (IM).
Template:ISDA English Law Credit Support Deed 2018 Proceedings Template:ISDA English Law Credit Support Deed 2018 Recalculation Date Template:ISDA English Law Credit Support Deed 2018 ReceiverRegime” has the meaning specified in Paragraph 13 and with the definitions of the individual Regimes also being set out in Paragraph 13.
Template:ISDA English Law Credit Support Deed 2018 Regular Settlement Day Template:ISDA English Law Credit Support Deed 2018 Regulations Template:ISDA English Law Credit Support Deed 2018 Resolution Time Template:ISDA English Law Credit Support Deed 2018 Return Amount (IM)Secured Party” means unless otherwise specified in Paragraph 13, either party, when (i) that party makes a demand for or is entitled to receive Eligible Credit Support (IM) under Paragraph 3(a) or (ii) the Posted Credit Support (IM) credited to the Segregated Account s is subject to a Security Interest created under this Deed in its favour.
13(h)Secured Party Rights Event” means:

(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 InterestSegregated 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 NoticeThreshold (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 (VPHFX); and
(B) a security, the Base Currency Equivalent of the bid price obtained by the Calculation Agent (IM) multiplied by (VPHFX):
where:
VP” equals the applicable 2018 English law IM CSD; 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.

Related agreements and comparisons

Related Agreements
Click here for the text of Section 10 in the 2016 ISDA VM CSA
Comparisons
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Content and comparisons

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Summary

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See also

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References