Credit Support Annex

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2016 ISDA VM CSA Anatomy


Resources Full wikitext | Nutshell wikitext
Navigation 1 (Interpretation) | 2 (Credit Support Obligations) | 3 (Transfers, Calculations and Exchanges) | 4 (Dispute Resolution) | 5 (Title Transfer etc) | 6 (Default) | 7 (Representation) | 8 (Expenses) | 9 (Miscellaneous) | 10 (Definitions) | 11 (Elections and Variables)

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There are three basic varieties of credit support annex: the English law CSA, where collateral is provided by title transfer, and is thus a title transfer collateral arrangement; the 1994 New York law CSA where collateral is provided (in theory) by pledge, and is therefore is (in theory) a security financial collateral arrangement, and the English law CSD where collateral is (in theory) provided by security interest but in practice is not passed at all, because in this day and age, no-one in their right mind uses an English law CSD.

In these pages, the varieties of credit support annex will be represented by:

The big difference between 1994 New York law CSAs and English law CSAs: title transfer and pledge

This feels as good a time as any to raise the great subject of title transfer and pledge. Under a 1994 New York law CSA one transfers Credit Support by means of pledge. Under a English law CSA one transfers Credit Support by means to title transfer.

What is the difference? Well, in a Nutshell:

Title transfer under a English law CSA

Under a “title transfer collateral arrangement” when a party provides collateral it transfers it to the other party outright and absolutely: it gives it, free of all reversionary interests, to the Transferee.

Pledge under a 1994 New York law CSA (and a English law CSD)

Examples: The 1994 New York law CSAs and the English law CSD are security financial collateral arrangements in that the Pledgor creates a security interest over the document in favour of the Secured Party, but retains beneficial ownership of the assets.

Transaction” versus “Credit Support Document” complicated affair.

You are going to love this. Strap yourselves in. Are you ready?

This means the Events of Default for failure to pay under an English law CSA — being a Transaction, a failure to pay under it is a Section 5(a)(i) Failure to Pay or Deliver — are different from those applying to New York law CSAs and English law CSDs (being Credit Support Documents, a failure to pay under these is a Section 5(a)(iii) Credit Support Default).

Because ownership transfers absolutely, the Transferee doesn’t have to do anything to enforce its collateral. It already owns it outright. Indeed, to the contrary, should the Exposure that the collateral supports disappear, the Transferor will be the creditor of the Transferee. It is as it it were a Transaction under the ISDA where the mark-to-market exposure had flipped around. Indeed, a English law CSA is a “Transaction” under the ISDA Master Agreement — it is an integral part of the ISDA Master Agreement itself, and it is the proverbial schoolboy error to label a English law CSA as a “Credit Support Document”. It is not a Credit Support Document. From the point of view of the ISDA architecture it is the Confirmation for a Transaction.

But the 1994 New York law CSAs are not Transactions, for the same reason: title doesn’t change hands. They are old fashioned security arrangements. Therefore they 'are Credit Support Documents in the labyrinthine logic of ISDA’s crack drafting squad™. This all no doubt must have seen an excellently complex thing for the little gnomes in ISDA’s crack drafting squad™when they were devising the idea of the CSA back in the early nineties. Nowadays, it just seems silly. But here we are, folks.

The different types of Credit Support Annex

1995 ISDA CSA Terms

Preamble

2016 ISDA VM CSA Terms

Preamble

2016 NY Law VM CSA Terms

Preamble

Para 1 Interpretation

Para 1 Interpretation

Paragraph 1(a) Definitions and Inconsistency
Paragraph 1(b) Scope of this Annex and the Other CSA

Paragraph 1 Interpretation

Paragraph 1(a) Definitions and Inconsistency
Paragraph 1(b) Secured Party and Pledgor
Paragraph 1(c) Scope of this Annex and the Other CSA

[No security interest]

[No security interest]

Paragraph 2. Security Interest

Paragraph 2. Credit Support Obligations

Paragraph 2(a) Delivery Amount
Paragraph 2(b) Return Amount

Paragraph 2. Credit Support Obligations

Paragraph 2(a) Delivery Amount
Paragraph 2(b) Return Amount

Paragraph 3. Credit Support Obligations

Paragraph 3(a) Delivery Amount
Paragraph 3(b) Return Amount

Paragraph 3 Transfers, Calculations and Exchanges

Paragraph 3(a) Transfers
Paragraph 3(b) Calculations
Paragraph 3(c) Exchanges

Paragraph 3 Transfers, Calculations and Exchanges

Paragraph 3(a) Transfers
Paragraph 3(b) Calculations
Paragraph 3(c) Exchanges

Paragraph 4 Conditions Precedent, Transfer Timing, Calculations and Substitutions

Paragraph 4(a) Conditions Precedent
Paragraph 4(b) Transfer Timing
Paragraph 4(c) Calculations
Paragraph 4(d) Substitutions

Paragraph 4 Dispute Resolution

Paragraph 4(a) Disputed Calculations or Valuations
Paragraph 4(b) No Event of Default

Paragraph 4 Dispute Resolution

Paragraph 4(a) Disputed Calculations or Valuations
Paragraph 4(b) No Event of Default

Paragraph 5 Dispute Resolution

Paragraph 5 Transfer of Title, No Security Interest, Distributions and Interest Amount

Paragraph 5(a) Transfer of Title
Paragraph 5(b) No Security Interest
Paragraph 5(c) Distributions and Interest Amount

Paragraph 5 Transfer of Title, No Security Interest, Distributions and Interest Amount

Paragraph 5(a) Transfer of Title
Paragraph 5(b) No Security Interest
Paragraph 5(c) Distributions and Interest Amount

Paragraph 6 Holding and Using Posted Collateral (VM)

6(a) Care of Posted Collateral (VM)
6(b) Eligibility to Hold Posted Collateral (VM); Custodians (VM)
6(c) Use of Posted Collateral (VM)
6(d) Distributions, Interest Amount (VM) and Interest Payment (VM)

Paragraph 6 Default

Paragraph 6 Default

Paragraph 7 Events of Default

[No rights and remedies]

[No rights and remedies]

Paragraph 8 Certain Rights and Remedies

8(a) Secured Party’s Rights and Remedies
8(b) Pledgor’s Rights and Remedies
8(c) Deficiencies and Excess Proceeds
8(d) Final Returns

Paragraph 7 Representation

Paragraph 7 Representation

Paragraph 9 Representations

Paragraph 8 Expenses

Paragraph 8 Expenses

Paragraph 10 Expenses

10(a) General
10(b) Posted Credit Support (VM)
10(c) Liquidation/Application of Posted Credit Support (VM)

Paragraph 9 Miscellaneous

Paragraph 9(a) Default Interest
Paragraph 9(b) Good Faith and Commercially Reasonable Manner
Paragraph 9(c) Demands and Notices
Paragraph 9(d) Specifications of Certain Matters

Paragraph 9 Miscellaneous

Paragraph 9(a) Default Interest
Paragraph 9(b) Good Faith and Commercially Reasonable Manner
Paragraph 9(c) Demands and Notices
Paragraph 9(d) Specifications of Certain Matters
Paragraph 9(e) Legally Ineligible Credit Support (VM)
Paragraph 9(f) Return of Equivalent Credit Support (VM)
Paragraph 9(g) Reinstatement of Credit Support Eligibility
Paragraph 9(h) Credit Support Offsets

Paragraph 11 Miscellaneous

Paragraph 11(a) Default Interest
Paragraph 11(b) Further Assurances
Paragraph 11(c) Further Protection
Paragraph 11(d) Good Faith and Commercially Reasonable Manner
Paragraph 11(e) Demands and Notices
Paragraph 11(f) Specifications of Certain Matters
Paragraph 11(g) Legally Ineligible Credit Support (VM)
Paragraph 11(h) Return of Equivalent Credit Support (VM)
Paragraph 11(i) Reinstatement of Credit Support Eligibility
Paragraph 11(j) Credit Support Offsets

Paragraph 10. Definitions

Base Currency
Base Currency Equivalent
Credit Support Amount
Credit Support Balance
Delivery Amount
Disputing Party
Distributions
Distributions Date
Eligible Credit Support
Eligible Currency
Equivalent Credit Support
Equivalent Distributions
Exchange Date
Exposure
Independent Amount
Interest Amount
Interest Period
Interest Rate
Local Business Day
Minimum Transfer Amount
New Credit Support
Notification Time
Recalculation Date
Resolution Time
Return Amount
Settlement Day
Threshold
Transferee
Transferor
Valuation Agent
Valuation Date
Valuation Percentage
Valuation Time
Value

Paragraph 10. Definitions

Base Currency
Base Currency Equivalent
Credit Support Balance (VM)
Credit Support Eligibility Condition (VM)
Delivery Amount (VM)
Delivery Amount Reduction (VM)
Disputing Party
Distributions
Distributions Date
Eligible Credit Support (VM)
Eligible Currency
Eligible Return Amount (VM)
Equivalent Credit Support
Equivalent Distributions
Exchange Date
Exposure
Fungible Credit Support Type
FX Haircut Percentage
Interest Adjustment Reduction Amount (VM)
Interest Amount (VM)
Interest Payee (VM)
Interest Payer (VM)
Interest Payment (VM)
Interest Period
Interest Rate (VM)
Legal Eligibility Requirements
Legal Ineligibility Notice
Local Business Day
Minimum Transfer Amount
New Credit Support (VM)
Notification Time
Original Credit Support (VM)
Other CSA
Other CSA Excluded Credit Support
Recalculation Date
Regular Settlement Day
Resolution Time
Return Amount (VM)
return Amount Reduction (VM)
Settlement Day
Total Ineligibility Date
Transferee
Transferor
Transfer Ineligibility Date
Valuation Agent
Valuation Date
Valuation Date Location
Valuation Percentage
Valuation Time
Value

Paragraph 12. Definitions

Base Currency
Base Currency Equivalent
Cash
Covered Transaction
Credit Support Eligibility Condition (VM)
Custodian (VM)
Delivery Amount (VM)
Delivery Amount Reduction (VM)
Disputing Party
Distributions
Eligible Collateral (VM)
Eligible Credit Support (VM)
Eligible Currency
Eligible Return Amount (VM)
Exposure
Fungible Credit Support Type
FX Haircut Percentage
Interest Adjustment Reduction Amount (VM)
Interest Amount (VM)
Interest Payee (VM)
Interest Payer (VM)
Interest Payment (VM)
Interest Period
Interest Rate (VM)
Legal Eligibility Requirements
Local Business Day
Minimum Transfer Amount
Notification Time
Obligations
Other CSA
Other CSA Excluded Credit Support
Other Eligible Support (VM)
Other Posted Support (VM)
Pledgor
Posted Collateral (VM)
Posted Credit Support (VM)
Recalculation Date
Regular Settlement Day
Resolution Time
Return Amount (VM)
Return Amount Reduction (VM)
Secured Party
Set-off
Specified Condition
Substitute Credit Support (VM)
Substitution Date
Total Ineligibility Date
Transfer
Transfer Ineligibility Date
Valuation Agent
Valuation Date
Valuation Date Location
Valuation Percentage
Valuation Time
Value

Para 11 Elections and Variables

Paragraph 11(a): Base Currency and Eligible Currency
Paragraph 11(b): Credit Support Obligations

Paragraph 11(b)(i): Delivery Amount, Return Amount and Credit Support Amount
Paragraph 11(b)(i)(A): Delivery Amount
Paragraph 11(b)(i)(B): Return Amount
Paragraph 11(b)(i)(C): Credit Support Amount
Paragraph 11(b)(ii): Eligible Credit Support
Paragraph 11(b)(iii): Thresholds
Paragraph 11(b)(iii)(A): Independent Amount
Paragraph 11(b)(iii)(B): Threshold
Paragraph 11(b)(iii)(C): Minimum Transfer Amount
Paragraph 11(b)(iii)(D): Rounding

Paragraph 11(c): Valuation and Timing

Paragraph 11(c)(i): Valuation Agent
Paragraph 11(c)(ii): Valuation Date
Paragraph 11(c)(iii): Valuation Time
Paragraph 11(c)(iv): Notification Time

Paragraph 11(d): Exchange Date
Paragraph 11(e): Dispute Resolution

Paragraph 11(e)(i): Resolution Time
Paragraph 11(e)(ii): Value (dispute resolution)
Paragraph 11(e)(iii): Alternative

Paragraph 11(f): Distributions and Interest Amount

Paragraph 11(f)(i): Interest Rate
Paragraph 11(f)(ii): Transfer of Interest Amount
Paragraph 11(f)(iii): Alternative to Interest Amount

Paragraph 11(g): Addresses for Transfers

Para 11 Elections and Variables

Paragraph 11(a): Base Currency and Eligible Currency
Paragraph 11(b): Covered Transactions; Exposure
11(c) Credit Support Obligations.

11(c)(i) Delivery Amount (VM) and Return Amount (VM)
11(c)(ii) Eligible Credit Support (VM)
11(c)(iii) Legally Ineligible Credit Support (VM)
11(c)(iv) Credit Support Eligibility Conditions (VM)
11(c)(v) Valuation Percentage; FX Haircut Percentage
11(c)(vi) Thresholds.
11(c)(vii) Transfers.

11(d) Valuation and Timing

11(d)(i)Valuation Agent
11(d)(ii)Valuation Date
11(d)(iii)Valuation Time
11(d)(iv)Notification Time

11(e) Exchange Date.
11(f) Dispute Resolution

11(f)(i)Resolution Time
11(f)(ii) Value
11(f)(iii) Alternative.

11(g) Distributions and Interest Amount (VM)

11(g)(i) Interest Rate (VM)
11(g)(ii) Transfer of Interest Payment (VM) or application of Interest Amount (VM)
11(g)(iii) Other Interest Elections
11(g)(iv) Alternative to Interest Amount (VM)

11(h) Credit Support Offsets.
11(i) Addresses for Transfers.
11(j) Other CSA.

Paragraph 13. Elections and Variables

13(a) Base Currency and Eligible Currency
13(a)(i) Base Currency
13(a)(ii) Eligible Currency
13(b) Covered Transactions; Security Interest for Obligations; Exposure
13(b)(i) Covered Transactions
13(b)(i)(A) Covered Transactions
13(b)(ii) Obligations
13(b)(iii) Exposure
13(c) Credit Support Obligations
13(c)(i) Delivery Amount (VM) and Return Amount (VM)
13(c)(i)(A) Delivery Amount (VM)
13(c)(i)(B) Return Amount (VM)
13(c)(ii) Eligible Collateral (VM)
13(c)(iii) Legally Ineligible Credit Support (VM)
13(c)(iii)(A) Total Ineligibility Date
13(c)(iii)(B) Transfer
13(c)(iv) Credit Support Eligibility Conditions (VM)
13(c)(v) Valuation Percentage; FX Haircut Percentage
13(c)(v)(A) Valuation Percentage
13(c)(v)(B) FX Haircut Percentage
13(c)(vi) Other Eligible Support (VM)
13(c)(vii) Minimum Transfer Amount
13(c)(vii)(A) Minimum Transfer Amount
13(c)(vii)(B) Rounding
13(c)(viii) Transfer Timing
13(d) Valuation and Timing
13(d)(i) Valuation Agent
13(d)(ii) Valuation Date
13(d)(iii) Valuation Time
13(d)(iv) Notification Time
13(e) Conditions Precedent and Secured Party’s Rights and Remedies
13(f) Substitution
13(f)(i) Substitution Date
13(f)(ii) Consent
13(g) Dispute Resolution
13(g)(i) Resolution Time
13(g)(ii) Value
13(g)(iii) Alternative
13(h) Holding and Using Posted Collateral (VM)
13(h)(i) Eligibility to Hold Posted Collateral (VM); Custodians (VM)
13(h)(ii) Use of Posted Collateral (VM)
13(i) Distributions and Interest Payment (VM)
13(i)(i) Interest Rate (VM)
13(i)(ii) Transfer of Interest Payment (VM) or application of Interest Amount (VM)
Interest Transfer
Interest Payment Netting
Interest Adjustment
13(i)(iii) Other Interest Elections
Negative Interest
Daily Interest Compounding
13(i)(iv) Alternative to Interest Amount (VM) and Interest Payment (VM)
13(j) Credit Support Offsets
13(k) Additional Representations
13(l) Other Eligible Support (VM) and Other Posted Support (VM)
13(l)(i) Value
13(l)(ii) Transfer
13(m) Demands and Notices
13(n) Addresses for Transfers
13(o) Other CSA
13(p) Other Provisions

See also

References

  1. US attorneys will swear blind that this is not true, but all I can say is rehypothecation.
  2. This doesn't stop triparty agents requiring title transfer providers to grant their counterparties a right of reuse.