M-DAQ Market Solutions Credit Support Annex to the Additional Terms and Conditions to a Confirmation
M-DAQ Market Solutions Credit Support Annex to the Additional Terms and Conditions to a Confirmation
This Annex supplements, forms part of, and is subject to a Confirmation (as defined in the M-DAQ Market Solutions Additional Terms and Conditions to a Confirmation “MMS Terms”) and is part of the MMS Terms. For the purposes of such Confirmation, including without limitation, Sections 1(c) of the Master Agreement (as defined in the MMS Terms), 2(a) of the Master Agreement, 5 of the Master Agreement and 6 of the Master Agreement, the credit support arrangements set out in this Annex constitute a Transaction (as defined in such Confirmation) (for which this Annex constitutes the relevant confirming evidence to such Transaction).
1. Interpretation
1.1. Capitalised terms not otherwise defined in this Annex or elsewhere in such Confirmation have the meanings specified pursuant to Paragraph 7, and all references in this Annex to Paragraphs are to Paragraphs of this Annex. In the event of any inconsistency between this Annex and the other provisions of such Confirmation, this Annex will prevail. For the avoidance of doubt, references to "transfer" in this Annex mean, in relation to cash, payment and, in relation to other assets, delivery.
2.1. Delivery Amount. Subject to Paragraph 3.1, upon a demand made by Party A on or promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or exceeds the Minimum Transfer Amount, then Party B will transfer to Party A Eligible Credit Support having a value as of the date of transfer at least equal to the applicable Delivery Amount. Unless otherwise specified in Paragraph 11(b), the “Delivery Amount” applicable to Party B for any Valuation Date will equal the amount by which:
2.1.1. the Credit Support Amount
exceeds
2.1.2. the value as of that Valuation Date of Party B’s Credit Support Balance (adjusted to include any prior Delivery Amount and to exclude any prior Return Amount, the transfer of which, in each case, has not yet been completed and for which the relevant Settlement Day falls on or after such Valuation Date).
2.2. Return Amount. Subject to Paragraph 3.1, upon a demand made by Party B on or promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds Party A’s Minimum Transfer Amount, then Party A will transfer to Party B Equivalent Credit Support specified by Party B in that demand having a value as of the date of transfer as close as practicable to the applicable Return Amount and the Credit Support Balance will, upon such transfer, be reduced accordingly. Unless otherwise specified in Paragraph 11(b), the “Return Amount” applicable to the Party A for any Valuation Date will equal the amount by which:
2.2.1. the value as of that Valuation Date of Party B’s Credit Support Balance (adjusted to include any prior Delivery Amount and to exclude any prior Return Amount, the transfer of which, in each case, has not yet been completed and for which the relevant Settlement Day falls on or after such Valuation Date)
exceeds
2.2.2. the Credit Support Amount.
3. Transfers and Calculations
3.1. TransfersAll transfers of any Eligible Credit Support or Equivalent Credit Support shall be made in accordance with the instructions of the transferee, as applicable. Unless an earlier or alternative deadline to make a transfer is otherwise specified by Party A: (a) if a demand for the transfer of Eligible Credit Support or Equivalent Credit Support is received by 12pm, Singapore time, then the relevant transfer will be made not later than the close of business on the Settlement Day relating to the date such demand is received; or (b) if a demand is received after 1pm, Singapore time, then the relevant transfer will be made not later than the close of business on the Settlement Day relating to the day after the date such demand is received.
3.2. Calculations. All calculations of value and Exposure will be made by the relevant Valuation Agent as of the relevant Valuation Time. The Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) of its calculations not later than the 12pm Singapore time on the Local Business Day following the applicable Valuation Date (or, in the case of Paragraph 4(a), following the date of calculation). In the absence of manifest error, the Valuation Agent’s calculations shall be final and binding.
4. Transfer of Title and No Security Interest
4.1. Transfers of Title. Each party agrees that all right, title and interest in and to any Eligible Credit Support or Equivalent Credit Support, which it transfers to the other party under the terms of this Annex shall vest in the recipient free and clear of any liens, claims, charges or encumbrances or any other interest of the transferring party or of any third person (other than a lien routinely imposed on all securities in a relevant clearance system).
4.2. No Security Interest. Nothing in this Paragraph 2 is intended to create or does create in favour of either party any mortgage, charge, lien, pledge, encumbrance or other security interest in any cash or other property transferred by one party to the other party under Paragraph 2.1.
5. Representation
5.1. Each party represents to the other party (which representation will be deemed to be repeated as of each date on which it transfers Eligible Credit Support or Equivalent Credit Support) that is the sole owner of or otherwise has the right to transfer all Eligible Credit Support or Equivalent Credit Support it transfers to the other party under this Annex, free and clear of any security interest, lien, encumbrance or other restriction (other than lien routinely imposed on all securities in a relevant clearance system).
6. Expenses
6.1. Each party will pay its own costs and expenses (including any stamp, transfer, or similar transaction tax or duty payable on any transfer it is required to make under this Paragraph 2) in connection with performing its obligations under this Paragraph 2, and neither party will be liable for any such costs and expenses incurred by the other party.
7.1. “Base Currency” means the currency specified in the Terms of Service
7.2. “Credit Support Amount” means, with respect to Party B on a Valuation Date, (i) Party A’s Exposure plus (ii) all Independent Amounts applicable according to the Terms of Service, if any; provided, however, that the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields a number less than zero.
7.3. “Credit Support Balance” means, with respect to Party B on a Valuation Date, the aggregate of all Eligible Credit Support that has been transferred to or received by Party A, together with any and all proceeds of any such Eligible Credit Support, as reduced accordingly.
7.4. “Delivery Amount” has the meaning specified in Paragraph 2.1.
7.5. “Eligible Credit Support” means, with respect to a party, the items, if any, specified as such for that party in the Terms of Service.
7.6. “Equivalent Credit Support” means, in relation to any Eligible Credit Support comprised in the Credit Support Balance, Eligible Credit Support of the same type, nominal value, description and amount as that Eligible Credit Support.
7.7. "Exposure" means, with respect to Party A on a Valuation Date, the amount, if any, that would be payable to Party A by Party B (expressed as a positive number) if all Transactions were being terminated as of the relevant Valuation Time, provided that Market Quotations will be determined by the Valuation Agent using its estimates at mid-market of the amounts that would be paid for Replacement Transactions (as that term is defined in the definition of “Market Quotation”).
7.8. “Independent Amount” means the Base Currency Equivalent of the amount specified as such in the Terms of Service that has to be paid by Party B to Party A regardless of Party A’s Exposure, and which is not included in the calculation for Return Amount under Paragraph 2.2.
7.9. "Local Business Day” means a day on which commercial banks are open for business in Singapore excluding Saturday and Sunday.
7.10. “Minimum Transfer Amount” means the amount specified in the Terms of Service.
7.11. “Return Amount” has the meaning specified in Paragraph 2.2.
7.12. “Settlement Day” means, in relation to a date with respect to a transfer of cash the next Local Business Day.
7.13. “Valuation Agent” means Party A.
7.14. “Valuation Date” means the time interval specified in the Terms of Service.
7.15. Addresses for Transfers and Notices.
7.15.1. For Transfers and Notices sent to Party A:
Name: M-DAQ Market Solutions Pte. Ltd.
Address: 15 Playfair Road, Level 2, Singapore 367987
Email: treasury@m-daq.com; operations@m-daq.com; legal@m-daq.com; mmsops@m-daq.com
Telephone: +65 6225 8991
7.15.2. For Transfers and Notices sent to Party B:
As listed in the Confirmation