Initiation; Confirmation; Termination. The provisions of Paragraph 3(a) and (b) of the Base Agreement are hereby deleted and replaced in their respective entireties by the following provisions: (a) By 2:00 P.M., New York time, on the Purchase Date for a Transaction, Buyer shall transfer the Purchase Price with respect to each Purchased Security specified in the relevant Confirmation to Seller by wire transfer of immediately available funds to either (i) the Authorized Account or (ii) the relevant account for any Senior Priority Payment identified by FSAM under Section 11.2 of the Pledge and Administration Agreement in relation to which a Transaction is requested hereunder, and the related Purchased Security shall be concurrently transferred by Seller to an account specified by Buyer. (i) Seller (or the Collateral Agent or FSA as contemplated by (vi) below) may, from time to time, prior to the Facility Termination Date, request that Buyer enter into a Transaction with respect to one or more Eligible Securities. Seller (or the Collateral Agent or FSA as contemplated by (vi) below) shall initiate each request by submitting a written request, which shall set forth (A) information identifying, and specifying the principal amount of, each Eligible Security to be sold to Buyer as Purchased Securities, (B) the Purchase Price in relation to such Purchased Securities based on the calculation thereof by the Collateral Agent, (C) a date not earlier than one (1) Business Day following, and not later than three (3) Business Days following, the effective date of such request as the proposed Purchase Date, (D) the Specified LIBOR Period for the relevant Transaction, (E) such date, if any, as Seller (or the Collateral Agent or FSA as contemplated by (vi) below) may elect to specify as a fixed date of termination of such Transaction (a “Repurchase Transaction Request”). Each Repurchase Transaction Request shall be accompanied by the certificate described in clause (iii) below. Except as provided in clauses (ii) and (vii) below, any such Repurchase Transaction Request shall be effective (x) on the Business Day made, if delivered to Buyer at or before 4:30 P.M., Paris time, (the “Notice Deadline”) on such Business Day, or (y) otherwise, on the Business Day immediately following the date of its delivery to the Buyer. Each Repurchase Transaction Request shall be copied to the Collateral Agent at its address designated pursuant to Annex 2 to the Agreement. Any Repurchase Transaction Request will be made by email or facsimile, return receipt requested, in accordance with the address information set forth in Annex 2. (ii) Notwithstanding the foregoing, an Accelerated Downgrade Liquidity Draw will be deemed to have been made on the day of the GIC Credit Event without regard to whether such GIC Credit Event occurred before or after close of business on that day. The Buyer will be required to advance funds with respect to such Transaction by the Accelerated Downgrade Liquidity Draw Deadline, notwithstanding any failure of the Seller to comply with Paragraphs 3(b)(i), 3(e) and 8(b) in connection with such deemed request. Without conditioning the obligations of the Buyer to provide funds under this paragraph, FSA shall provide notice of such GIC Credit Event on the date such event occurs. (iii) At the time of any Repurchase Transaction Request, the Administrator (or if the Administrator has failed to make the relevant evaluation and comparisons, FSA) shall deliver a certificate to the Buyer, setting out the evaluation and comparison contemplated to be made by the Administrator under Sections 9.1 and 11.2(a) and (b) of the Pledge and Administration Agreement (and may also include any updates to such information) and stating that the proceeds of the relevant Transaction will be as contemplated by Paragraph 8(b) below. Notwithstanding the foregoing, if the proceeds of any Transaction give rise to a Dexia Reimbursement Payment, such portion of any Transaction shall be repaid promptly against delivery of the Purchased Securities related to such proceeds, together with any interest accrued thereon (but excluding any Additional Costs) and such repayment shall not be subject to the Subordinated Claims Payment Condition. (iv) In making a Repurchase Transaction Request, Seller (or the Collateral Agent or FSA as contemplated by (vi) below) shall identify as Purchased Securities for the relevant Transaction securities that are not eligible to be posted as collateral under the FSA GIC Contracts (A) first, out of the Excluded Assets and Other Assets, the Best Available Eligible Securities based on the Securities Priority List as of the date of such Repurchase Transaction Request, with Seller (or the Collateral Agent or FSA as contemplated by (vi) below) identifying Eligible Securities lower on the Securities Priority List out of the Excluded Assets and Other Assets only as necessary to result in Seller’s obtaining the Purchase Price sought by Seller in requesting such Repurchase Transaction, and (B) second, out of the Put Portfolio Assets in the same manner as set forth in subclause (A). Seller agrees to use good faith, commercially reasonable efforts to ensure that the Securities Priority List is updated from time to time to reflect the Best Available Eligible Securities (and which shall specify whether the securities are Excluded Assets and Other Assets, Put Portfolio Assets or assets that are eligible to be posted as collateral under the FSA GIC Contracts), and Buyer shall have the right to consult with Seller from time to time, as to whether the Securities Priority List accurately reflects the Best Available Eligible Securities. Notwithstanding the foregoing, on any date on which the Liquidity Facility has been fully drawn, a Repurchase Transaction Request may be made in relation to any Best Available Eligible Securities that would not be required to meet currently applicable collateral posting requirements in relation to FSA GIC Contracts (or would be required only to meet collateral posting requirements in relation to FSA GIC Contracts for which FSAM may elect not to post collateral in accordance with Section 11.2 of the Pledge and Administration Agreement). (v) Each Repurchase Transaction Request shall constitute a “Confirmation” for purposes of the Base Agreement, which Confirmation, together with the Agreement, shall be conclusive evidence of the terms of the Transaction covered thereby unless objected to in writing by Buyer for manifest error no more than one (1) Business Day after the date such Confirmation is received by Buyer. Each Confirmation shall be deemed incorporated herein by reference with the same effect as if set forth herein at length. With respect to any Transaction, the Pricing Rate shall be determined initially as of the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on each Reset Date for the next succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine in accordance with the terms of this Annex the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of such rate for such period on the Reset Date or Pricing Rate Determination Date with respect to the first Transaction. (vi) In the event that FSA has given written notice to the Seller with a copy to the Buyer that (i) the Seller has failed to comply with the Seller’s obligation to deliver a Repurchase Transaction Request under this Annex as set forth in Section 11.2(b) of the Pledge and Administration Agreement by 4:30 P.M., Paris time, on any Business Day or that (ii) Senior Priority Payments cannot be paid on any Business Day and the Seller has not delivered a Repurchase Transaction Request as set forth in Section 11.2 of the Pledge and Administration Agreement in an amount equal to such unpaid Senior Priority Payments or the remaining amount available under the Facility Amount (if less) by 4:30 P.M., Paris time, then the Collateral Agent or FSA shall be authorized to deliver a Repurchase Transaction Request on behalf of the Seller, and such Repurchase Transaction Request, if delivered no later than 4:30 P.M., Paris time, on the Business Day immediately following the Business Day on which the Seller fails to deliver a Repurchase Transaction Request, will be deemed to have been delivered by 4:30 P.M., Paris time, on the preceding Business Day and the Buyer shall advance funds with respect to such Transaction by 2:00 P.M., New York City time, on the Business Day following the failure by the Seller to make the request notwithstanding any failure of the Seller to comply with Paragraphs 3(b)(i) (with respect to the Notice Deadline), 3(e) and 8(b). Any such request by the Collateral Agent or FSA must be accompanied by the certificate described in Paragraph 3(b)(iii). In the event that a Dexia Event of Default has occurred and FSA has elected to become Secured Party Representative, the Collateral Agent or FSA shall be authorized to deliver a Repurchase Transaction Request on behalf of the Seller, and such request shall be effective hereunder as if made by the Seller. (vii) If a Dexia Event of Default has occurred, the Seller (or the Collateral Agent or FSA as described in Paragraph 3(b)(vi)) is permitted to deliver a Repurchase Transaction Request, on or before the Termination Date, for a set of Transactions (a “Default Repo Termination Request”) with a Purchase Price in an aggregate amount that, together with any Default Termination Loan (as defined in the Liquidity Facility), does not exceed (A) the Exposure as calculated under the Credit Support Annex to the Dexia Guaranteed Put Contract (as most recently determined on or prior to the date of such Repurchase Transaction Request), provided that for such purpose the “GIC Business Costs Amount” shall be deemed increased by 25% minus (B) (x) the “Value” of all “Posted Collateral” held by the Collateral Agent under the Dexia CSAs (as such terms are defined in the relevant Dexia CSA and as most recently determined on or prior to the date of such Repurchase Transaction Request) plus (y) the cash proceeds of the liquidation of any FSAM Collateral which has been sold or liquidated in accordance with an exercise of creditor’s remedies by the Collateral Agent upon such Dexia Event of Default. For the avoidance of doubt, the amount of any Default Repo Termination Request delivered by the Seller (or the Collateral Agent or FSA as described in (vi) above) shall not exceed the Unutilized Commitment at the time of the request. (viii) If Seller, the Collateral Agent or FSA has effected a Liquidity Draw Offset (as defined in the Credit Support Annex to the Dexia Guaranteed Put Contract) in relation to any Purchase Price not yet paid by Buyer in relation to any Repurchase Transaction Request hereunder, the amount payable as Purchase Price to Seller in relation to such Transaction shall be reduced by the relevant Liquidity Draw Offset.” Paragraph 3(c) of the Base Agreement is restated to read as follows: (c) On the earliest of (i) the date (if any) fixed for termination of a Transaction in the case of Transactions having a fixed term, (ii) any date which is the last day of a Pricing Rate Period in relation to the relevant Transaction and is elected by Seller upon not less than two (2) Business Days’ irrevocable prior written notice to Buyer to be the Repurchase Date for such Transaction, (iii) any date following a Dexia Event of Default on which funds are available for payments to Buyer subject to the Priority of Payments and satisfaction of the Subordinated Claims Payment Condition specified therein, and (iv) the date on which all of the FSA GIC Contracts are Paid in Full or terminated and there are no outstanding amounts owed by the Seller under the FSAM Insurance Agreement, the Master Repurchase Agreement, or the Administrative Services Agreement, termination of the applicable Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer. Where clause (iii) of the foregoing sentence applies, Transactions shall be terminated in the reverse order of which they were initiated (on a “last in, first out” basis), and shall be terminated in part (with Buyer’s delivery of Purchased Securities and Income to be proportionally adjusted) to the extent that only a portion of the Repurchase Price would be available under the Priority of Payments and subject to the satisfaction of the Subordinated Claims Payment Condition specified therein. Amounts received on a termination of a Transaction shall be applied in the order of priority set forth in Section 11.1(b)(viii) of the Pledge and Administration Agreement. The following is deemed added to the Base Agreement as Paragraphs 3(d), (e), (f) and (g): (d) Either Buyer or Seller may also request a “delivery versus payment” settlement of amounts to be paid or delivered in relation to any Transaction on a Purchase Date or Repurchase Date. (e) The obligations of the Buyer to enter into and make settlement of a Transaction hereunder will be unconditional and subject only (except as provided in Paragraph 3(b)(ii)) to receipt of the Repurchase Transaction Request and the certificate described in Paragraph 3(b)(iii) within the time period contemplated thereby. (f) Without limitation of Paragraph 12(b) below, no breach by the Seller (or by the Collateral Agent, FSA any other party to the Pledge and Administration Agreement or any other person) of any representation, warranty, covenant or other term or condition of this Agreement, the Pledge and Administration Agreement, any other Transaction Document, or any other agreement described in or contemplated in the Purchase Agreement shall constitute a defense to or otherwise impair the obligation of the Buyer to enter into and make settlement of a Transaction hereunder in accordance with the terms and conditions described in Paragraph 3(e) above. (g) Notwithstanding Paragraph 3(f) above, the Buyer will be indemnified by the Seller for any losses incurred by it in connection with entering into or making settlement of any Transaction if the representations and warranties of the Seller are inaccurate or the Seller has breached its obligations under this Agreement to the Buyer, provided that any such indemnification or any other claim or recourse of the Buyer for a breach by the Seller of any representation, warranty, covenant or other term or condition of this agreement (other than as set forth in Paragraph 3(e) above) will be payable only subject to the Priority of Payments and (without prejudice to any claims for Dexia Reimbursement Payments in accordance with the terms of the Pledge and Administration Agreement) satisfaction of the Subordinated Claims Payment Condition specified therein.”
Appears in 2 contracts
Sources: Committed Term Repurchase Agreement, Committed Term Repurchase Agreement (Assured Guaranty LTD)
Initiation; Confirmation; Termination. 5.1 A Transaction may be initiated by either the Client or the Dealer pursuant to this Master Retail Repurchase Agreement. On the Purchase Date for each Transaction, the Underlying Securities shall be transferred to Trustee (for the benefit of the Client) or its agent against the transfer of the Purchase Price to the Dealer’s Proprietary Account.
5.2 A Transaction may only be entered into in respect of Underlying Securities which meet the following requirements:
a. comply with the requirements set out by the Regulator in writing from time to time and/or in keeping with the Retail Repo Regulations;
b. may be immobilised or dematerialised in an approved CSD;
c. are not due to mature during the life of the Transaction; and d. are of Good Delivery.
5.3 A Transaction shall be confirmed in writing by a Transaction Confirmation (in the form in Annex I hereto or any other form to which the parties agree) delivered by the Dealer to the Client as set out in clause 5.11. The provisions of Paragraph 3(a) and (bTransaction Confirmation shall conform with section 38(3) of the Base Agreement are hereby deleted Securities Act and replaced shall specify:
a. agreement date;
b. the Underlying Securities (including the description of the issue and, maturity dates of Underlying Securities, the nominal and market values and amount as well as the International Securities Identification Number or ISIN or other identifying numbers for the Securities (if any);
c. the Purchase Date;
d. The Purchase Price;
e. the Payment Date;
f. the Repurchase Price;
g. the Repurchase Date
h. the Interest Rate applicable to the Transaction;
i. the currency denominations of payments in their respective entireties respect of Transactions (including but not limited to Purchase Price, Repurchase Price);
j. the Margin Percentage, if different from the Required Margin, applicable to the Transaction;
k. any additional information required by the following provisionsRetail Repo Regulations to be included in the Transaction Confirmation; and l. any special terms or conditions of the Transaction, which terms shall not be inconsistent this Master Retail Repurchase Agreement or the Retail Repo Regulations.
5.4 Transactions in respect of Securities shall be done only through a custodian or sub-custodian with whom the Trustee or a central securities depository operated by the Bank of Jamaica has established a relationship for the purposes of this Agreement.
5.5 Where a Dealer is not in possession of the Underlying Securities at the time of entering into this Master Retail Repurchase Agreement with the Client it is agreed that the Dealer should purchase the Underlying Securities after payment is made by the Client to the Dealer and the Dealer agrees that:
(a) By 2:00 P.M.a. any moneys paid by the Client for the purposes of such purchase are held by the Dealer in trust for the Client until the Underlying Securities are purchased;
b. the Dealer shall promptly following such purchase provide the Client with evidence of the purchase; and
c. the money held in trust by the Dealer shall be paid into the Dealer’s Bank Account and thereafter shall be dealt with in accordance with clause 8.
5.6 The Dealer shall upon receipt of payment of Purchase Price, New York timebe required to provide the Client with a receipt in accordance with the Retail Repo Regulations.
5.7 The Dealer shall be required to immediately transfer Underlying Assets to the Trustee when such assets are acquired by the Dealer for the Client.
5.8 Without prejudice to Clause 5.3, on the Purchase Date for a TransactionDate, Buyer the Dealer shall deliver the Underlying Securities to the Trustee and the parties agree that the Trustee shall be required to transfer the Purchase Price with respect to each Purchased Security specified free and cleared funds held in the relevant Confirmation Trustee’s Cash Account in respect of the Underlying Securities to Seller the Dealer’s Proprietary Account in accordance with clause 8.
5.9 Delivery of the Underlying Securities to the Trustee shall be effected by wire the Dealer making the appropriate electronic entries in the CSD so that the Underlying Securities are transferred into the Securities Trust Account for the benefit of the Client.
5.10 The transfer of immediately available funds to either (i) the Authorized Underlying Securities into the Securities Trust Account or (ii) the relevant account for any Senior Priority Payment identified by FSAM under Section 11.2 shall constitute prima facie evidence of the Pledge creation of the Trust on behalf of the Client and Administration Agreement of the Client’s beneficial interest in relation to which a Transaction is requested hereunder, the Underlying Securities;
5.11 The Client and the related Purchased Security Dealer shall be concurrently transferred by Seller to an account specified by Buyer.
(i) Seller (or agree on the Collateral Agent or FSA as contemplated by (vi) below) may, from time to time, items described under Clause5.3 prior to the Facility Termination Date, request that Buyer enter into issuance of a Transaction with respect Confirmation. In no event shall the Transaction Confirmation be generated and issued to one or the Client more Eligible Securities. Seller (or the Collateral Agent or FSA as contemplated by (vi) below) shall initiate each request by submitting a written request, which shall set forth (A) information identifying, and specifying the principal amount of, each Eligible Security to be sold to Buyer as Purchased Securities, (B) the Purchase Price in relation to such Purchased Securities based on the calculation thereof by the Collateral Agent, (C) a date not earlier than one (1) Business Day following, and not later than three (3) Business Days following, days after the effective date purchase or acquisition of such request as any assets by the proposed Purchase Date, (D) the Specified LIBOR Period Dealer for the relevant TransactionClient pursuant to this Master Retail Repurchase Agreement and where the securities are acquired prior to payment, (E) such datethree days after payment by the client. A Transaction Confirmation delivered by registered post, if anyordinary post, as Seller (personal service or facsimile shall constitute sufficient delivery and be deemed delivered at the Collateral Agent or FSA as contemplated times set out in the Retail Repo Regulations. A Transaction Confirmation delivered by (vi) below) may elect to specify as a fixed date of termination of such Transaction (a “Repurchase Transaction Request”). Each Repurchase Transaction Request electronic mail shall be accompanied by the certificate described deemed delivered upon receipt of an electronic delivery receipt. The Dealer shall utilize an alternative means of delivery set out in clause this Clause where there is no means of receiving an electronic delivery receipt or no electronic delivery receipt has been received within forty eight (iii48) below. Except as provided in clauses (ii) and (vii) below, any such Repurchase Transaction Request shall be effective (x) on the Business Day made, if delivered to Buyer at or before 4:30 P.M., Paris time, (the “Notice Deadline”) on such Business Day, or (y) otherwise, on the Business Day immediately following the date of its delivery to the Buyer. Each Repurchase Transaction Request shall be copied to the Collateral Agent at its address designated pursuant to Annex 2 to the Agreement. Any Repurchase Transaction Request will be made by email or facsimile, return receipt requested, in accordance with the address information set forth in Annex 2hours.
(ii) Notwithstanding the foregoing, an Accelerated Downgrade Liquidity Draw will be 5.12 The Client is deemed to have been made on the day of the GIC Credit Event without regard to whether such GIC Credit Event occurred before or after close of business on that day. The Buyer will be required to advance funds with respect to such Transaction accepted and is bound by the Accelerated Downgrade Liquidity Draw Deadline, notwithstanding any failure of the Seller to comply with Paragraphs 3(b)(i), 3(e) and 8(b) in connection with such deemed request. Without conditioning the obligations of the Buyer to provide funds under this paragraph, FSA shall provide notice of such GIC Credit Event on the date such event occurs.
(iii) At the time of any Repurchase Transaction Request, the Administrator (or if the Administrator has failed to make the relevant evaluation and comparisons, FSA) shall deliver a certificate to the Buyer, setting out the evaluation and comparison contemplated to be made by the Administrator under Sections 9.1 and 11.2(a) and (b) of the Pledge and Administration Agreement (and may also include any updates to such information) and stating that the proceeds of the relevant Transaction will be as contemplated by Paragraph 8(b) below. Notwithstanding the foregoing, if the proceeds of any Transaction give rise to a Dexia Reimbursement Payment, such portion of any Transaction shall be repaid promptly against delivery of the Purchased Securities related to such proceeds, together with any interest accrued thereon (but excluding any Additional Costs) and such repayment shall not be subject to the Subordinated Claims Payment Condition.
(iv) In making a Repurchase Transaction Request, Seller (or the Collateral Agent or FSA as contemplated by (vi) below) shall identify as Purchased Securities for the relevant Transaction securities that are not eligible to be posted as collateral under the FSA GIC Contracts (A) first, out of the Excluded Assets and Other Assets, the Best Available Eligible Securities based on the Securities Priority List as of the date of such Repurchase Transaction Request, with Seller (or the Collateral Agent or FSA as contemplated by (vi) below) identifying Eligible Securities lower on the Securities Priority List out of the Excluded Assets and Other Assets only as necessary to result in Seller’s obtaining the Purchase Price sought by Seller in requesting such Repurchase Transaction, and (B) second, out of the Put Portfolio Assets in the same manner as set forth in subclause (A). Seller agrees to use good faith, commercially reasonable efforts to ensure that the Securities Priority List is updated from time to time to reflect the Best Available Eligible Securities (and which shall specify whether the securities are Excluded Assets and Other Assets, Put Portfolio Assets or assets that are eligible to be posted as collateral under the FSA GIC Contracts), and Buyer shall have the right to consult with Seller from time to time, as to whether the Securities Priority List accurately reflects the Best Available Eligible Securities. Notwithstanding the foregoing, on any date on which the Liquidity Facility has been fully drawn, a Repurchase Transaction Request may be made in relation to any Best Available Eligible Securities that would not be required to meet currently applicable collateral posting requirements in relation to FSA GIC Contracts (or would be required only to meet collateral posting requirements in relation to FSA GIC Contracts for which FSAM may elect not to post collateral in accordance with Section 11.2 of the Pledge and Administration Agreement).
(v) Each Repurchase Transaction Request shall constitute a “Confirmation” for purposes of the Base Agreement, which Confirmation, together with the Agreement, shall be conclusive evidence of the terms of the Transaction covered thereby unless objected to in writing by Buyer for manifest error no more than one (1) Business Day after the date such Confirmation is received by Buyer. Each Confirmation shall be deemed incorporated herein by reference with the same effect as if set forth herein at length. With respect to any Transaction, the Pricing Rate shall be determined initially as upon delivery of the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, Transaction Confirmation set out in Clause 5.11 above.
5.13 The Dealer and shall be reset on each Reset Date for the next succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine in accordance with Clients may enter into multiple repurchase transactions governed by the terms of this Annex the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of such rate for such period on the Reset Date or Pricing Rate Determination Date with respect to the first Transaction.
(vi) In the event that FSA has given written notice to the Seller with a copy to the Buyer that (i) the Seller has failed to comply with the Seller’s obligation to deliver a Master Retail Repurchase Transaction Request under this Annex as set forth in Section 11.2(b) of the Pledge and Administration Agreement by 4:30 P.M., Paris time, on any Business Day or that (ii) Senior Priority Payments cannot be paid on any Business Day and the Seller has not delivered a Repurchase Transaction Request as set forth in Section 11.2 of the Pledge and Administration Agreement in an amount equal to such unpaid Senior Priority Payments or the remaining amount available under the Facility Amount (if less) by 4:30 P.M., Paris time, then the Collateral Agent or FSA shall be authorized to deliver a Repurchase Transaction Request on behalf of the Seller, and such Repurchase Transaction Request, if delivered no later than 4:30 P.M., Paris time, on the Business Day immediately following the Business Day on which the Seller fails to deliver a Repurchase Transaction Request, will be deemed to have been delivered by 4:30 P.M., Paris time, on the preceding Business Day and the Buyer shall advance funds with respect to such Transaction by 2:00 P.M., New York City time, on the Business Day following the failure by the Seller to make the request notwithstanding any failure of the Seller to comply with Paragraphs 3(b)(i) (with respect to the Notice Deadline), 3(e) and 8(b). Any such request by the Collateral Agent or FSA must be accompanied by the certificate described in Paragraph 3(b)(iii)Agreement. In the event that a Dexia Event of Default has occurred and FSA has elected to become Secured Party Representativecarrying out multiple repurchase transactions, the Collateral Agent or FSA shall be authorized to deliver a Repurchase Transaction Request on behalf of the Seller, and such request shall be effective hereunder as if made by the Seller.
(vii) If a Dexia Event of Default has occurred, the Seller (or the Collateral Agent or FSA as described in Paragraph 3(b)(vi)) is permitted to deliver a Repurchase Transaction Request, on or before the Termination Date, for a set of Transactions (a “Default Repo Termination Request”) with a Purchase Price in an aggregate amount that, together with any Default Termination Loan (as defined in the Liquidity Facility), does not exceed (A) the Exposure as calculated under the Credit Support Annex to the Dexia Guaranteed Put Contract (as most recently determined on or prior to the date of such Repurchase Transaction Request), provided that for such purpose the “GIC Business Costs Amount” shall be deemed increased by 25% minus (B) (x) the “Value” of all “Posted Collateral” held by the Collateral Agent under the Dexia CSAs (as such terms are defined in the relevant Dexia CSA and as most recently determined on or prior to the date of such Repurchase Transaction Request) plus (y) the cash proceeds of the liquidation of any FSAM Collateral which has been sold or liquidated in accordance with an exercise of creditor’s remedies by the Collateral Agent upon such Dexia Event of Default. For the avoidance of doubt, the amount of any Default Repo Termination Request delivered by the Seller (or the Collateral Agent or FSA as described in (vi) above) shall not exceed the Unutilized Commitment at the time of the request.
(viii) If Seller, the Collateral Agent or FSA has effected a Liquidity Draw Offset (as defined in the Credit Support Annex to the Dexia Guaranteed Put Contract) in relation to any Purchase Price not yet paid by Buyer in relation to any Repurchase Transaction Request hereunder, the amount payable as Purchase Price to Seller in relation to such each specific Transaction shall be reduced evidenced by the relevant Liquidity Draw Offset.” Paragraph 3(c) of the Base Agreement is restated to read as follows:
(c) On the earliest of (i) the date (if any) fixed for termination of a Transaction Confirmation: i. setting out the terms and conditions specific to the transaction and details as specified in Clause 5.3; ii. incorporating by reference all the case of Transactions having a fixed term, (ii) any date terms set out herein; iii. which is the last day of a Pricing Rate Period in relation to the relevant Transaction and is elected by Seller upon not less than two (2) Business Days’ irrevocable prior written notice to Buyer to be the Repurchase Date for such Transaction, (iii) any date following a Dexia Event of Default on which funds are available for payments to Buyer subject to the Priority of Payments and satisfaction of the Subordinated Claims Payment Condition specified therein, and (iv) the date on which all of the FSA GIC Contracts are Paid in Full or terminated and there are no outstanding amounts owed by the Seller under the FSAM Insurance Agreement, the Master Repurchase Agreement, or the Administrative Services Agreement, termination of the applicable Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer. Where clause (iii) of the foregoing sentence applies, Transactions shall be terminated in the reverse order of which they were initiated (on a “last in, first out” basis), and shall be terminated in part (with Buyer’s delivery of Purchased Securities and Income to be proportionally adjusted) to the extent that only a portion of the Repurchase Price would be available under the Priority of Payments and subject to the satisfaction of the Subordinated Claims Payment Condition specified therein. Amounts received on a termination of a Transaction shall be applied in the order of priority set forth in Section 11.1(b)(viii) of the Pledge and Administration Agreement. The following is deemed added to the Base Agreement as Paragraphs 3(d), (e), (f) and (g):
(d) Either Buyer or Seller may also request a “delivery versus payment” settlement of amounts to be paid or delivered in relation to any Transaction on a Purchase Date or Repurchase Date.
(e) The obligations of the Buyer to enter into and make settlement of a Transaction hereunder will be unconditional and subject only (except as provided in Paragraph 3(b)(ii)) to receipt of the Repurchase Transaction Request and the certificate described in Paragraph 3(b)(iii) within the time period contemplated thereby.
(f) Without limitation of Paragraph 12(b) below, no breach by the Seller (or by the Collateral Agent, FSA any other party to the Pledge and Administration Agreement or any other person) of any representation, warranty, covenant or other term or condition of this Agreement, the Pledge and Administration Agreement, any other Transaction Document, or any other agreement described in or contemplated in the Purchase Agreement shall constitute a defense to or otherwise impair the obligation of the Buyer to enter into and make settlement of a Transaction hereunder in accordance consistent with the terms and conditions described in Paragraph 3(e) aboveset out herein; and includes a statement that from time to time the parties will enter into retail repurchase transactions whereby the Dealer agrees to sell to the Client and the Client agrees to purchase from the Dealer, Securities, with a simultaneous agreement by the Parties requiring the Clients to sell to the Dealer and the Dealer to purchase from the Client the aforementioned Securities or equivalent securities on a specified date, at a specified price.
(g) Notwithstanding Paragraph 3(f) above5.14 Where the Client does not provide notice pursuant to clause 5.17, the Buyer will Client agrees to enter into a new Transaction with the Dealer, in which the Dealer shall issue to the Client a new Transaction Confirmation, which shall comply with the requirements of the Regulations including specifying the amount of Underlying Securities to be indemnified transferred by the Seller Dealer for any losses incurred by it in connection with entering into or making settlement of any Transaction if the representations and warranties purposes of the Seller are inaccurate or new Transaction and the Seller has breached its obligations under this Agreement to the Buyer, provided that any such indemnification or any other claim or recourse Purchase Price of the Buyer Securities for a breach by the Seller new Transaction and the applicable Margin Amount. The Client is deemed to have accepted such new Transaction Confirmation upon delivery of any representation, warranty, covenant or other term or condition of this agreement (other than it as set forth out in Paragraph 3(e) above) will be payable only subject to the Priority of Payments clause 5.11 above and (without prejudice to any claims for Dexia Reimbursement Payments in accordance with is bound by the terms of the Pledge and Administration Agreement) satisfaction new Transaction Confirmation. The Dealer shall transfer the above-described Underlying Securities to the Securities Trust Account on the same day.
5.15 Where upon the Repurchase Date, the Trustee (acting on behalf of the Subordinated Claims Payment Condition specified thereinClient) delivers the Underlying Securities to the Dealer, the moneys due to the Client that have not been paid over to the Client by the Dealer are held in trust by the Dealer for the Client and shall be paid into the Dealer’s Bank Account and are to be paid over to the Client at the earliest opportunity.”
5.16 The Client may give the Dealer a minimum of one Business Days’ notice of his desire to terminate this Agreement and/ or a Transaction prior to the Repurchase Date and request that the Repurchase Price be paid less any non-accrued interest and penalty in accordance with clause 14;
5.17 A Client who agrees to rollovers under Clause 4.2 shall give the Dealer a minimum of one Business Days’ notice of his desire to terminate this Agreement and/or a Transaction on the Repurchase Date.
5.18 On the Repurchase Date, the Client consents that the Trustee shall, on the Client’s behalf, transfer by entries in the CSD, the Repurchased Securities to the Dealer’s CSD Account and the Dealer shall transfer the Repurchase Price (less any amount then payable and unpaid by the Client to the Dealer pursuant to Clause 6) to the Client in accordance with such payment instructions as the Client may provide.
Appears in 2 contracts
Sources: Master Retail Repurchase Agreement, Master Retail Repurchase Agreement
Initiation; Confirmation; Termination. The provisions of Paragraph 3(a) and (b) of 5.1 A Transaction may be initiated by either the Base Agreement are hereby deleted and replaced in their respective entireties by Client or the following provisions:
(a) By 2:00 P.M., New York time, on Dealer pursuant to this Master Retail Repurchase Agreement. On the Purchase Date for a Transaction, Buyer shall transfer the Purchase Price with respect to each Purchased Security specified in the relevant Confirmation to Seller by wire transfer of immediately available funds to either (i) the Authorized Account or (ii) the relevant account for any Senior Priority Payment identified by FSAM under Section 11.2 of the Pledge and Administration Agreement in relation to which a Transaction is requested hereunder, and the related Purchased Security shall be concurrently transferred by Seller to an account specified by Buyer.
(i) Seller (or the Collateral Agent or FSA as contemplated by (vi) below) may, from time to time, prior to the Facility Termination Date, request that Buyer enter into a Transaction with respect to one or more Eligible Securities. Seller (or the Collateral Agent or FSA as contemplated by (vi) below) shall initiate each request by submitting a written request, which shall set forth (A) information identifying, and specifying the principal amount of, each Eligible Security to be sold to Buyer as Purchased Securities, (B) the Purchase Price in relation to such Purchased Securities based on the calculation thereof by the Collateral Agent, (C) a date not earlier than one (1) Business Day following, and not later than three (3) Business Days following, the effective date of such request as the proposed Purchase Date, (D) the Specified LIBOR Period for the relevant Transaction, (E) such date, if any, as Seller (or the Collateral Agent or FSA as contemplated by (vi) below) may elect to specify as a fixed date of termination of such Transaction (a “Repurchase Transaction Request”). Each Repurchase Transaction Request shall be accompanied by the certificate described in clause (iii) below. Except as provided in clauses (ii) and (vii) below, any such Repurchase Transaction Request shall be effective (x) on the Business Day made, if delivered to Buyer at or before 4:30 P.M., Paris time, (the “Notice Deadline”) on such Business Day, or (y) otherwise, on the Business Day immediately following the date of its delivery to the Buyer. Each Repurchase Transaction Request shall be copied to the Collateral Agent at its address designated pursuant to Annex 2 to the Agreement. Any Repurchase Transaction Request will be made by email or facsimile, return receipt requested, in accordance with the address information set forth in Annex 2.
(ii) Notwithstanding the foregoing, an Accelerated Downgrade Liquidity Draw will be deemed to have been made on the day of the GIC Credit Event without regard to whether such GIC Credit Event occurred before or after close of business on that day. The Buyer will be required to advance funds with respect to such Transaction by the Accelerated Downgrade Liquidity Draw Deadline, notwithstanding any failure of the Seller to comply with Paragraphs 3(b)(i), 3(e) and 8(b) in connection with such deemed request. Without conditioning the obligations of the Buyer to provide funds under this paragraph, FSA shall provide notice of such GIC Credit Event on the date such event occurs.
(iii) At the time of any Repurchase Transaction Request, the Administrator (or if the Administrator has failed to make the relevant evaluation and comparisons, FSA) shall deliver a certificate to the Buyer, setting out the evaluation and comparison contemplated to be made by the Administrator under Sections 9.1 and 11.2(a) and (b) of the Pledge and Administration Agreement (and may also include any updates to such information) and stating that the proceeds of the relevant Transaction will be as contemplated by Paragraph 8(b) below. Notwithstanding the foregoing, if the proceeds of any Transaction give rise to a Dexia Reimbursement Payment, such portion of any Transaction shall be repaid promptly against delivery of the Purchased Securities related to such proceeds, together with any interest accrued thereon (but excluding any Additional Costs) and such repayment shall not be subject to the Subordinated Claims Payment Condition.
(iv) In making a Repurchase Transaction Request, Seller (or the Collateral Agent or FSA as contemplated by (vi) below) shall identify as Purchased Securities for the relevant Transaction securities that are not eligible to be posted as collateral under the FSA GIC Contracts (A) first, out of the Excluded Assets and Other Assets, the Best Available Eligible Securities based on the Securities Priority List as of the date of such Repurchase Transaction Request, with Seller (or the Collateral Agent or FSA as contemplated by (vi) below) identifying Eligible Securities lower on the Securities Priority List out of the Excluded Assets and Other Assets only as necessary to result in Seller’s obtaining the Purchase Price sought by Seller in requesting such Repurchase Transaction, and (B) second, out of the Put Portfolio Assets in the same manner as set forth in subclause (A). Seller agrees to use good faith, commercially reasonable efforts to ensure that the Securities Priority List is updated from time to time to reflect the Best Available Eligible Securities (and which shall specify whether the securities are Excluded Assets and Other Assets, Put Portfolio Assets or assets that are eligible to be posted as collateral under the FSA GIC Contracts), and Buyer shall have the right to consult with Seller from time to time, as to whether the Securities Priority List accurately reflects the Best Available Eligible Securities. Notwithstanding the foregoing, on any date on which the Liquidity Facility has been fully drawn, a Repurchase Transaction Request may be made in relation to any Best Available Eligible Securities that would not be required to meet currently applicable collateral posting requirements in relation to FSA GIC Contracts (or would be required only to meet collateral posting requirements in relation to FSA GIC Contracts for which FSAM may elect not to post collateral in accordance with Section 11.2 of the Pledge and Administration Agreement).
(v) Each Repurchase Transaction Request shall constitute a “Confirmation” for purposes of the Base Agreement, which Confirmation, together with the Agreement, shall be conclusive evidence of the terms of the Transaction covered thereby unless objected to in writing by Buyer for manifest error no more than one (1) Business Day after the date such Confirmation is received by Buyer. Each Confirmation shall be deemed incorporated herein by reference with the same effect as if set forth herein at length. With respect to any Transaction, the Pricing Rate Underlying Securities shall be determined initially as transferred to Trustee (for the benefit of the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on each Reset Date for the next succeeding Pricing Rate Period for such Transaction. Buyer Client) or its agent shall determine in accordance with the terms of this Annex the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of such rate for such period on the Reset Date or Pricing Rate Determination Date with respect to the first Transaction.
(vi) In the event that FSA has given written notice to the Seller with a copy to the Buyer that (i) the Seller has failed to comply with the Seller’s obligation to deliver a Repurchase Transaction Request under this Annex as set forth in Section 11.2(b) of the Pledge and Administration Agreement by 4:30 P.M., Paris time, on any Business Day or that (ii) Senior Priority Payments cannot be paid on any Business Day and the Seller has not delivered a Repurchase Transaction Request as set forth in Section 11.2 of the Pledge and Administration Agreement in an amount equal to such unpaid Senior Priority Payments or the remaining amount available under the Facility Amount (if less) by 4:30 P.M., Paris time, then the Collateral Agent or FSA shall be authorized to deliver a Repurchase Transaction Request on behalf of the Seller, and such Repurchase Transaction Request, if delivered no later than 4:30 P.M., Paris time, on the Business Day immediately following the Business Day on which the Seller fails to deliver a Repurchase Transaction Request, will be deemed to have been delivered by 4:30 P.M., Paris time, on the preceding Business Day and the Buyer shall advance funds with respect to such Transaction by 2:00 P.M., New York City time, on the Business Day following the failure by the Seller to make the request notwithstanding any failure of the Seller to comply with Paragraphs 3(b)(i) (with respect to the Notice Deadline), 3(e) and 8(b). Any such request by the Collateral Agent or FSA must be accompanied by the certificate described in Paragraph 3(b)(iii). In the event that a Dexia Event of Default has occurred and FSA has elected to become Secured Party Representative, the Collateral Agent or FSA shall be authorized to deliver a Repurchase Transaction Request on behalf of the Seller, and such request shall be effective hereunder as if made by the Seller.
(vii) If a Dexia Event of Default has occurred, the Seller (or the Collateral Agent or FSA as described in Paragraph 3(b)(vi)) is permitted to deliver a Repurchase Transaction Request, on or before the Termination Date, for a set of Transactions (a “Default Repo Termination Request”) with a Purchase Price in an aggregate amount that, together with any Default Termination Loan (as defined in the Liquidity Facility), does not exceed (A) the Exposure as calculated under the Credit Support Annex to the Dexia Guaranteed Put Contract (as most recently determined on or prior to the date of such Repurchase Transaction Request), provided that for such purpose the “GIC Business Costs Amount” shall be deemed increased by 25% minus (B) (x) the “Value” of all “Posted Collateral” held by the Collateral Agent under the Dexia CSAs (as such terms are defined in the relevant Dexia CSA and as most recently determined on or prior to the date of such Repurchase Transaction Request) plus (y) the cash proceeds of the liquidation of any FSAM Collateral which has been sold or liquidated in accordance with an exercise of creditor’s remedies by the Collateral Agent upon such Dexia Event of Default. For the avoidance of doubt, the amount of any Default Repo Termination Request delivered by the Seller (or the Collateral Agent or FSA as described in (vi) above) shall not exceed the Unutilized Commitment at the time of the request.
(viii) If Seller, the Collateral Agent or FSA has effected a Liquidity Draw Offset (as defined in the Credit Support Annex to the Dexia Guaranteed Put Contract) in relation to any Purchase Price not yet paid by Buyer in relation to any Repurchase Transaction Request hereunder, the amount payable as Purchase Price to Seller in relation to such Transaction shall be reduced by the relevant Liquidity Draw Offset.” Paragraph 3(c) of the Base Agreement is restated to read as follows:
(c) On the earliest of (i) the date (if any) fixed for termination of a Transaction in the case of Transactions having a fixed term, (ii) any date which is the last day of a Pricing Rate Period in relation to the relevant Transaction and is elected by Seller upon not less than two (2) Business Days’ irrevocable prior written notice to Buyer to be the Repurchase Date for such Transaction, (iii) any date following a Dexia Event of Default on which funds are available for payments to Buyer subject to the Priority of Payments and satisfaction of the Subordinated Claims Payment Condition specified therein, and (iv) the date on which all of the FSA GIC Contracts are Paid in Full or terminated and there are no outstanding amounts owed by the Seller under the FSAM Insurance Agreement, the Master Repurchase Agreement, or the Administrative Services Agreement, termination of the applicable Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Purchase Price to the Dealer’s Proprietary Account.
5.2 A Transaction may only be entered into in respect of Underlying Securities which meet the following requirements:
a. comply with the requirements set out by the Regulator in writing from time to time and/or in keeping with the Retail Repo Regulations;
b. may be immobilised or dematerialised in an account approved CSD;
c. are not due to mature during the life of Buyerthe Transaction; and
d. are of Good Delivery.
5.3 A Transaction shall be confirmed in writing by a Transaction Confirmation (in the form in Annex I hereto or any other form to which the parties agree) delivered by the Dealer to the Client as set out in clause 5.11. Where clause (iiiThe Transaction Confirmation shall conform with section 38(3) of the foregoing sentence appliesSecurities Act and shall specify:
a. agreement date;
b. the Underlying Securities (including the description of the issue and, maturity dates of Underlying Securities, the nominal and market values and amount as well as the International Securities Identification Number or ISIN or other identifying numbers for the Securities (if any);
c. the Purchase Date;
d. The Purchase Price;
e. the Payment Date;
f. the Repurchase Price;
g. the Repurchase Date
h. the Interest Rate applicable to the Transaction;
i. the currency denominations of payments in respect of Transactions (including but not limited to Purchase Price, Repurchase Price);
j. the Margin Percentage, if different from the Required Margin, applicable to the Transaction;
k. any additional information required by the Retail Repo Regulations to be included in the Transaction Confirmation; and l. any special terms or conditions of the Transaction, which terms shall not be inconsistent this Master Retail Repurchase Agreement or the Retail Repo Regulations.
5.4 Transactions in respect of Securities shall be terminated in done only through a custodian or sub-custodian with whom the reverse order of which they were initiated (on Trustee or a “last in, first out” basis), and shall be terminated in part (with Buyer’s delivery of Purchased Securities and Income to be proportionally adjusted) to the extent that only a portion of the Repurchase Price would be available under the Priority of Payments and subject to the satisfaction of the Subordinated Claims Payment Condition specified therein. Amounts received on a termination of a Transaction shall be applied in the order of priority set forth in Section 11.1(b)(viii) of the Pledge and Administration Agreement. The following is deemed added to the Base Agreement as Paragraphs 3(d), (e), (f) and (g):
(d) Either Buyer or Seller may also request a “delivery versus payment” settlement of amounts to be paid or delivered in relation to any Transaction on a Purchase Date or Repurchase Date.
(e) The obligations of the Buyer to enter into and make settlement of a Transaction hereunder will be unconditional and subject only (except as provided in Paragraph 3(b)(ii)) to receipt of the Repurchase Transaction Request and the certificate described in Paragraph 3(b)(iii) within the time period contemplated thereby.
(f) Without limitation of Paragraph 12(b) below, no breach central securities depository operated by the Seller (or by Bank of Jamaica has established a relationship for the Collateral Agent, FSA any other party to the Pledge and Administration Agreement or any other person) of any representation, warranty, covenant or other term or condition purposes of this Agreement, the Pledge and Administration Agreement, any other Transaction Document, or any other agreement described .
5.5 Where a Dealer is not in or contemplated in the Purchase Agreement shall constitute a defense to or otherwise impair the obligation possession of the Buyer Underlying Securities at the time of entering into this Master Retail Repurchase Agreement with the Client it is agreed that the Dealer should purchase the Underlying Securities after payment is made by the Client to enter the Dealer and the Dealer agrees that:
a. any moneys paid by the Client for the purposes of such purchase are held by the Dealer in trust for the Client until the Underlying Securities are purchased;
b. the Dealer shall promptly following such purchase provide the Client with evidence of the purchase; and
c. the money held in trust by the Dealer shall be paid into the Dealer’s Bank Account and make settlement thereafter shall be dealt with in accordance with clause 8.
5.6 The Dealer shall upon receipt of payment of Purchase Price, be required to provide the Client with a Transaction hereunder receipt in accordance with the terms and conditions described in Paragraph 3(e) aboveRetail Repo Regulations.
(g) Notwithstanding Paragraph 3(f) above5.7 The Dealer shall be required to immediately transfer Underlying Assets to the Trustee when such assets are acquired by the Dealer for the Client.
5.8 Without prejudice to Clause 5.3, on the Purchase Date, the Buyer will Dealer shall deliver the Underlying Securities to the Trustee and the parties agree that the Trustee shall be indemnified by required to transfer free and cleared funds held in the Seller for any losses incurred by it Trustee’s Cash Account in connection with entering into or making settlement of any Transaction if the representations and warranties respect of the Seller are inaccurate or the Seller has breached its obligations under this Agreement Underlying Securities to the Buyer, provided that any such indemnification or any other claim or recourse of the Buyer for a breach by the Seller of any representation, warranty, covenant or other term or condition of this agreement (other than as set forth in Paragraph 3(e) above) will be payable only subject to the Priority of Payments and (without prejudice to any claims for Dexia Reimbursement Payments Dealer’s Proprietary Account in accordance with the terms clause 8.
5.9 Delivery of the Pledge and Administration Agreement) satisfaction Underlying Securities to the Trustee shall be effected by the Dealer making the appropriate electronic entries in the CSD so that the Underlying Securities are transferred into the Securities Trust Account for the benefit of the Subordinated Claims Payment Condition specified thereinClient.”
5.10 The transfer of the Underlying Securities into the Securities Trust Account shall constitute prima facie evidence of the creation of the Trust on behalf of the Client and of the Client’s beneficial interest in the Underlying Securities;
5.11 The Client and the Dealer shall agree on the items described under Clause5.3 prior to the issuance of a Transaction Confirmation. In no event shall the Transaction Confirmation be generated and issued to the Client more than three
Appears in 1 contract
Sources: Master Retail Repurchase Agreement
Initiation; Confirmation; Termination. 5.1 A Transaction may be initiated by either the Client or the Dealer pursuant to this Master Retail Repurchase Agreement. On the Purchase Date for each Transaction, the Underlying Securities shall be transferred to Trustee (for the benefit of the Client) or its agent against the transfer of the Purchase Price to the Dealer’s Proprietary Account.
5.2 A Transaction may only be entered into in respect of Underlying Securities which meet the following requirements:
a. comply with the requirements set out by the Regulator in writing from time to time and/or in keeping with the Retail Repo Regulations;
b. may be immobilised or dematerialised in an approved CSD;
c. are not due to mature during the life of the Transaction; and d. are of Good Delivery.
5.3 A Transaction shall be confirmed in writing by a Transaction Confirmation (in the form in Annex I hereto or any other form to which the parties agree) delivered by the Dealer to the Client as set out in clause 5.11. The provisions of Paragraph 3(a) and (bTransaction Confirmation shall conform with section 38(3) of the Base Agreement are hereby deleted Securities Act and replaced shall specify:
a. agreement date;
b. the Underlying Securities (including the description of the issue and, maturity dates of Underlying Securities, the nominal and market values and amount as well as the International Securities Identification Number or ISIN or other identifying numbers for the Securities (if any);
c. the Purchase Date;
d. The Purchase Price;
e. the Payment Date;
f. the Repurchase Price;
g. the Repurchase Date
h. the Interest Rate applicable to the Transaction;
i. the currency denominations of payments in their respective entireties respect of Transactions (including but not limited to Purchase Price, Repurchase Price);
j. the Margin Percentage, if different from the Required Margin, applicable to the Transaction;
k. any additional information required by the following provisionsRetail Repo Regulations to be included in the Transaction Confirmation; and l. any special terms or conditions of the Transaction, which terms shall not be inconsistent this
5.4 Transactions in respect of Securities shall be done only through a custodian or sub- custodian with whom the Trustee or a central securities depository operated by the Bank of Jamaica has established a relationship for the purposes of this Agreement.
5.5 Where a Dealer is not in possession of the Underlying Securities at the time of entering into this Master Retail Repurchase Agreement with the Client it is agreed that the Dealer should purchase the Underlying Securities after payment is made by the Client to the Dealer and the Dealer agrees that:
(a) By 2:00 P.M.a. any moneys paid by the Client for the purposes of such purchase are held by the Dealer in trust for the Client until the Underlying Securities are purchased;
b. the Dealer shall promptly following such purchase provide the Client with evidence of the purchase; and
c. the money held in trust by the Dealer shall be paid into the Dealer’s Bank Account and thereafter shall be dealt with in accordance with clause 8.
5.6 The Dealer, New York timeshall upon receipt of payment of Purchase Price, be required to provide the Client with a receipt in accordance with the Retail Repo Regulations.
5.7 The Dealer shall be required to immediately transfer Underlying Assets to the Trustee when such assets are acquired by the Dealer for the Client.
5.8 Without prejudice to Clause 5.3, on the Purchase Date for a TransactionDate, Buyer the Dealer shall deliver the Underlying Securities to the Trustee and the parties agree that the Trustee shall be required to transfer the Purchase Price with respect to each Purchased Security specified free and cleared funds held in the relevant Confirmation Trustee’s Cash Account in respect of the Underlying Securities to Seller the Dealer’s Proprietary Account in accordance with clause 8.
5.9 Delivery of the Underlying Securities to the Trustee shall be effected by wire the Dealer making the appropriate electronic entries in the CSD so that the Underlying Securities are transferred into the Securities Trust Account for the benefit of the Client.
5.10 The transfer of immediately available funds to either (i) the Authorized Underlying Securities into the Securities Trust Account or (ii) the relevant account for any Senior Priority Payment identified by FSAM under Section 11.2 shall constitute prima facie evidence of the Pledge creation of the Trust on behalf of the Client and Administration Agreement of the Client’s beneficial interest in relation to which a Transaction is requested hereunder, the Underlying Securities;
5.11 The Client and the related Purchased Security Dealer shall be concurrently transferred by Seller to an account specified by Buyer.
(i) Seller (or agree on the Collateral Agent or FSA as contemplated by (vi) below) may, from time to time, items described under Clause 5.3 prior to the Facility Termination Date, request that Buyer enter into issuance of a Transaction with respect Confirmation. In no event shall the Transaction Confirmation be generated and issued to one or the Client more Eligible Securities. Seller (or the Collateral Agent or FSA as contemplated by (vi) below) shall initiate each request by submitting a written request, which shall set forth (A) information identifying, and specifying the principal amount of, each Eligible Security to be sold to Buyer as Purchased Securities, (B) the Purchase Price in relation to such Purchased Securities based on the calculation thereof by the Collateral Agent, (C) a date not earlier than one (1) Business Day following, and not later than three (3) Business Days following, days after the effective date purchase or acquisition of such request as any assets by the proposed Purchase Date, (D) the Specified LIBOR Period Dealer for the relevant TransactionClient pursuant to this Master Retail Repurchase Agreement and where the securities are acquired prior to payment, (E) such datethree days after payment by the client. A Transaction Confirmation delivered by registered post, if anyordinary post, as Seller (personal service or facsimile shall constitute sufficient delivery and be deemed delivered at the Collateral Agent or FSA as contemplated times set out in the Retail Repo Regulations. A Transaction Confirmation delivered by (vi) below) may elect to specify as a fixed date of termination of such Transaction (a “Repurchase Transaction Request”). Each Repurchase Transaction Request electronic mail shall be accompanied by the certificate described deemed delivered upon receipt of an electronic delivery receipt. The Dealer shall utilize an alternative means of delivery set out in clause this Clause where there is no means of receiving an electronic delivery receipt or no electronic delivery receipt has been received within forty eight (iii48) below. Except as provided in clauses (ii) and (vii) below, any such Repurchase Transaction Request shall be effective (x) on the Business Day made, if delivered to Buyer at or before 4:30 P.M., Paris time, (the “Notice Deadline”) on such Business Day, or (y) otherwise, on the Business Day immediately following the date of its delivery to the Buyer. Each Repurchase Transaction Request shall be copied to the Collateral Agent at its address designated pursuant to Annex 2 to the Agreement. Any Repurchase Transaction Request will be made by email or facsimile, return receipt requested, in accordance with the address information set forth in Annex 2hours.
(ii) Notwithstanding the foregoing, an Accelerated Downgrade Liquidity Draw will be 5.12 The Client is deemed to have been made on the day of the GIC Credit Event without regard to whether such GIC Credit Event occurred before or after close of business on that day. The Buyer will be required to advance funds with respect to such Transaction accepted and is bound by the Accelerated Downgrade Liquidity Draw Deadline, notwithstanding any failure of the Seller to comply with Paragraphs 3(b)(i), 3(e) and 8(b) in connection with such deemed request. Without conditioning the obligations of the Buyer to provide funds under this paragraph, FSA shall provide notice of such GIC Credit Event on the date such event occurs.
(iii) At the time of any Repurchase Transaction Request, the Administrator (or if the Administrator has failed to make the relevant evaluation and comparisons, FSA) shall deliver a certificate to the Buyer, setting out the evaluation and comparison contemplated to be made by the Administrator under Sections 9.1 and 11.2(a) and (b) of the Pledge and Administration Agreement (and may also include any updates to such information) and stating that the proceeds of the relevant Transaction will be as contemplated by Paragraph 8(b) below. Notwithstanding the foregoing, if the proceeds of any Transaction give rise to a Dexia Reimbursement Payment, such portion of any Transaction shall be repaid promptly against delivery of the Purchased Securities related to such proceeds, together with any interest accrued thereon (but excluding any Additional Costs) and such repayment shall not be subject to the Subordinated Claims Payment Condition.
(iv) In making a Repurchase Transaction Request, Seller (or the Collateral Agent or FSA as contemplated by (vi) below) shall identify as Purchased Securities for the relevant Transaction securities that are not eligible to be posted as collateral under the FSA GIC Contracts (A) first, out of the Excluded Assets and Other Assets, the Best Available Eligible Securities based on the Securities Priority List as of the date of such Repurchase Transaction Request, with Seller (or the Collateral Agent or FSA as contemplated by (vi) below) identifying Eligible Securities lower on the Securities Priority List out of the Excluded Assets and Other Assets only as necessary to result in Seller’s obtaining the Purchase Price sought by Seller in requesting such Repurchase Transaction, and (B) second, out of the Put Portfolio Assets in the same manner as set forth in subclause (A). Seller agrees to use good faith, commercially reasonable efforts to ensure that the Securities Priority List is updated from time to time to reflect the Best Available Eligible Securities (and which shall specify whether the securities are Excluded Assets and Other Assets, Put Portfolio Assets or assets that are eligible to be posted as collateral under the FSA GIC Contracts), and Buyer shall have the right to consult with Seller from time to time, as to whether the Securities Priority List accurately reflects the Best Available Eligible Securities. Notwithstanding the foregoing, on any date on which the Liquidity Facility has been fully drawn, a Repurchase Transaction Request may be made in relation to any Best Available Eligible Securities that would not be required to meet currently applicable collateral posting requirements in relation to FSA GIC Contracts (or would be required only to meet collateral posting requirements in relation to FSA GIC Contracts for which FSAM may elect not to post collateral in accordance with Section 11.2 of the Pledge and Administration Agreement).
(v) Each Repurchase Transaction Request shall constitute a “Confirmation” for purposes of the Base Agreement, which Confirmation, together with the Agreement, shall be conclusive evidence of the terms of the Transaction covered thereby unless objected to in writing by Buyer for manifest error no more than one (1) Business Day after the date such Confirmation is received by Buyer. Each Confirmation shall be deemed incorporated herein by reference with the same effect as if set forth herein at length. With respect to any Transaction, the Pricing Rate shall be determined initially as upon delivery of the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, Transaction Confirmation set out in Clause 5.11 above.
5.13 The Dealer and shall be reset on each Reset Date for the next succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine in accordance with Clients may enter into multiple repurchase transactions governed by the terms of this Annex the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of such rate for such period on the Reset Date or Pricing Rate Determination Date with respect to the first Transaction.
(vi) In the event that FSA has given written notice to the Seller with a copy to the Buyer that (i) the Seller has failed to comply with the Seller’s obligation to deliver a Master Retail Repurchase Transaction Request under this Annex as set forth in Section 11.2(b) of the Pledge and Administration Agreement by 4:30 P.M., Paris time, on any Business Day or that (ii) Senior Priority Payments cannot be paid on any Business Day and the Seller has not delivered a Repurchase Transaction Request as set forth in Section 11.2 of the Pledge and Administration Agreement in an amount equal to such unpaid Senior Priority Payments or the remaining amount available under the Facility Amount (if less) by 4:30 P.M., Paris time, then the Collateral Agent or FSA shall be authorized to deliver a Repurchase Transaction Request on behalf of the Seller, and such Repurchase Transaction Request, if delivered no later than 4:30 P.M., Paris time, on the Business Day immediately following the Business Day on which the Seller fails to deliver a Repurchase Transaction Request, will be deemed to have been delivered by 4:30 P.M., Paris time, on the preceding Business Day and the Buyer shall advance funds with respect to such Transaction by 2:00 P.M., New York City time, on the Business Day following the failure by the Seller to make the request notwithstanding any failure of the Seller to comply with Paragraphs 3(b)(i) (with respect to the Notice Deadline), 3(e) and 8(b). Any such request by the Collateral Agent or FSA must be accompanied by the certificate described in Paragraph 3(b)(iii)Agreement. In the event that a Dexia Event of Default has occurred and FSA has elected to become Secured Party Representativecarrying out multiple repurchase transactions, the Collateral Agent or FSA shall be authorized to deliver a Repurchase Transaction Request on behalf of the Seller, and such request shall be effective hereunder as if made by the Seller.
(vii) If a Dexia Event of Default has occurred, the Seller (or the Collateral Agent or FSA as described in Paragraph 3(b)(vi)) is permitted to deliver a Repurchase Transaction Request, on or before the Termination Date, for a set of Transactions (a “Default Repo Termination Request”) with a Purchase Price in an aggregate amount that, together with any Default Termination Loan (as defined in the Liquidity Facility), does not exceed (A) the Exposure as calculated under the Credit Support Annex to the Dexia Guaranteed Put Contract (as most recently determined on or prior to the date of such Repurchase Transaction Request), provided that for such purpose the “GIC Business Costs Amount” shall be deemed increased by 25% minus (B) (x) the “Value” of all “Posted Collateral” held by the Collateral Agent under the Dexia CSAs (as such terms are defined in the relevant Dexia CSA and as most recently determined on or prior to the date of such Repurchase Transaction Request) plus (y) the cash proceeds of the liquidation of any FSAM Collateral which has been sold or liquidated in accordance with an exercise of creditor’s remedies by the Collateral Agent upon such Dexia Event of Default. For the avoidance of doubt, the amount of any Default Repo Termination Request delivered by the Seller (or the Collateral Agent or FSA as described in (vi) above) shall not exceed the Unutilized Commitment at the time of the request.
(viii) If Seller, the Collateral Agent or FSA has effected a Liquidity Draw Offset (as defined in the Credit Support Annex to the Dexia Guaranteed Put Contract) in relation to any Purchase Price not yet paid by Buyer in relation to any Repurchase Transaction Request hereunder, the amount payable as Purchase Price to Seller in relation to such each specific Transaction shall be reduced evidenced by the relevant Liquidity Draw Offset.” Paragraph 3(c) of the Base Agreement is restated to read as follows:
(c) On the earliest of (i) the date (if any) fixed for termination of a Transaction Confirmation: i. setting out the terms and conditions specific to the transaction and details as specified in Clause 5.3; ii. incorporating by reference all the case of Transactions having a fixed term, (ii) any date terms set out herein; iii. which is the last day of a Pricing Rate Period in relation to the relevant Transaction and is elected by Seller upon not less than two (2) Business Days’ irrevocable prior written notice to Buyer to be the Repurchase Date for such Transaction, (iii) any date following a Dexia Event of Default on which funds are available for payments to Buyer subject to the Priority of Payments and satisfaction of the Subordinated Claims Payment Condition specified therein, and (iv) the date on which all of the FSA GIC Contracts are Paid in Full or terminated and there are no outstanding amounts owed by the Seller under the FSAM Insurance Agreement, the Master Repurchase Agreement, or the Administrative Services Agreement, termination of the applicable Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer. Where clause (iii) of the foregoing sentence applies, Transactions shall be terminated in the reverse order of which they were initiated (on a “last in, first out” basis), and shall be terminated in part (with Buyer’s delivery of Purchased Securities and Income to be proportionally adjusted) to the extent that only a portion of the Repurchase Price would be available under the Priority of Payments and subject to the satisfaction of the Subordinated Claims Payment Condition specified therein. Amounts received on a termination of a Transaction shall be applied in the order of priority set forth in Section 11.1(b)(viii) of the Pledge and Administration Agreement. The following is deemed added to the Base Agreement as Paragraphs 3(d), (e), (f) and (g):
(d) Either Buyer or Seller may also request a “delivery versus payment” settlement of amounts to be paid or delivered in relation to any Transaction on a Purchase Date or Repurchase Date.
(e) The obligations of the Buyer to enter into and make settlement of a Transaction hereunder will be unconditional and subject only (except as provided in Paragraph 3(b)(ii)) to receipt of the Repurchase Transaction Request and the certificate described in Paragraph 3(b)(iii) within the time period contemplated thereby.
(f) Without limitation of Paragraph 12(b) below, no breach by the Seller (or by the Collateral Agent, FSA any other party to the Pledge and Administration Agreement or any other person) of any representation, warranty, covenant or other term or condition of this Agreement, the Pledge and Administration Agreement, any other Transaction Document, or any other agreement described in or contemplated in the Purchase Agreement shall constitute a defense to or otherwise impair the obligation of the Buyer to enter into and make settlement of a Transaction hereunder in accordance consistent with the terms and conditions described in Paragraph 3(e) aboveset out herein; and includes a statement that from time to time the parties will enter into retail repurchase transactions whereby the Dealer agrees to sell to the Client and the Client agrees to purchase from the Dealer, Securities, with a simultaneous agreement by the Parties requiring the Clients to sell to the Dealer and the Dealer to purchase from the Client the aforementioned Securities or equivalent securities on a specified date, at a specified price.
(g) Notwithstanding Paragraph 3(f) above5.14 Where the Client does not provide notice pursuant to clause 5.17, the Buyer will Client agrees to enter into a new Transaction with the Dealer, in which the Dealer shall issue to the Client a new Transaction Confirmation, which shall comply with the requirements of the Regulations including specifying the amount of Underlying Securities to be indemnified transferred by the Seller Dealer for any losses incurred by it in connection with entering into or making settlement of any Transaction if the representations and warranties purposes of the Seller are inaccurate or new Transaction and the Seller has breached its obligations under this Agreement to the Buyer, provided that any such indemnification or any other claim or recourse Purchase Price of the Buyer Securities for a breach by the Seller new Transaction and the applicable Margin Amount. The Client is deemed to have accepted such new Transaction Confirmation upon delivery of any representation, warranty, covenant or other term or condition of this agreement (other than it as set forth out in Paragraph 3(e) above) will be payable only subject to the Priority of Payments clause 5.11 above and (without prejudice to any claims for Dexia Reimbursement Payments in accordance with is bound by the terms of the Pledge and Administration Agreement) satisfaction new Transaction Confirmation. The Dealer shall transfer the above-described Underlying Securities to the Securities Trust Account on the same day.
5.15 Where upon the Repurchase Date, the Trustee (acting on behalf of the Subordinated Claims Payment Condition specified thereinClient) delivers the Underlying Securities to the Dealer, the moneys due to the Client that have not been paid over to the Client by the Dealer are held in trust by the Dealer for the Client and shall be paid into the Dealer’s Bank Account and are to be paid over to the Client at the earliest opportunity.”
5.16 The Client may give the Dealer a minimum of one Business Days’ notice of his desire to terminate this Agreement and/or a Transaction prior to the Repurchase Date and request that the Repurchase Price be paid less any non-accrued interest and penalty in accordance with clause 14;
5.17 A Client who agrees to rollovers under Clause 4.2 shall give the Dealer a minimum of one Business Days’ notice of his desire to terminate this Agreement and/or a Transaction on the Repurchase Date.
5.18 On the Repurchase Date, the Client consents that the Trustee shall, on the Client’s behalf, transfer by entries in the CSD, the Repurchased Securities to the Dealer’s CSD Account and the Dealer shall transfer the Repurchase Price (less any amount then payable and unpaid by the Client to the Dealer pursuant to Clause 6) to the Client in accordance with such payment instructions as the Client may provide.
Appears in 1 contract
Sources: Master Retail Repurchase Agreement
Initiation; Confirmation; Termination. The provisions of Paragraph 3(a) and (b) of 5.1 A Transaction may be initiated by either the Base Agreement are hereby deleted and replaced in their respective entireties by Client or the following provisions:
(a) By 2:00 P.M., New York time, on Dealer pursuant to this Master Retail Repurchase Agreement. On the Purchase Date for a Transaction, Buyer shall transfer the Purchase Price with respect to each Purchased Security specified in the relevant Confirmation to Seller by wire transfer of immediately available funds to either (i) the Authorized Account or (ii) the relevant account for any Senior Priority Payment identified by FSAM under Section 11.2 of the Pledge and Administration Agreement in relation to which a Transaction is requested hereunder, and the related Purchased Security shall be concurrently transferred by Seller to an account specified by Buyer.
(i) Seller (or the Collateral Agent or FSA as contemplated by (vi) below) may, from time to time, prior to the Facility Termination Date, request that Buyer enter into a Transaction with respect to one or more Eligible Securities. Seller (or the Collateral Agent or FSA as contemplated by (vi) below) shall initiate each request by submitting a written request, which shall set forth (A) information identifying, and specifying the principal amount of, each Eligible Security to be sold to Buyer as Purchased Securities, (B) the Purchase Price in relation to such Purchased Securities based on the calculation thereof by the Collateral Agent, (C) a date not earlier than one (1) Business Day following, and not later than three (3) Business Days following, the effective date of such request as the proposed Purchase Date, (D) the Specified LIBOR Period for the relevant Transaction, (E) such date, if any, as Seller (or the Collateral Agent or FSA as contemplated by (vi) below) may elect to specify as a fixed date of termination of such Transaction (a “Repurchase Transaction Request”). Each Repurchase Transaction Request shall be accompanied by the certificate described in clause (iii) below. Except as provided in clauses (ii) and (vii) below, any such Repurchase Transaction Request shall be effective (x) on the Business Day made, if delivered to Buyer at or before 4:30 P.M., Paris time, (the “Notice Deadline”) on such Business Day, or (y) otherwise, on the Business Day immediately following the date of its delivery to the Buyer. Each Repurchase Transaction Request shall be copied to the Collateral Agent at its address designated pursuant to Annex 2 to the Agreement. Any Repurchase Transaction Request will be made by email or facsimile, return receipt requested, in accordance with the address information set forth in Annex 2.
(ii) Notwithstanding the foregoing, an Accelerated Downgrade Liquidity Draw will be deemed to have been made on the day of the GIC Credit Event without regard to whether such GIC Credit Event occurred before or after close of business on that day. The Buyer will be required to advance funds with respect to such Transaction by the Accelerated Downgrade Liquidity Draw Deadline, notwithstanding any failure of the Seller to comply with Paragraphs 3(b)(i), 3(e) and 8(b) in connection with such deemed request. Without conditioning the obligations of the Buyer to provide funds under this paragraph, FSA shall provide notice of such GIC Credit Event on the date such event occurs.
(iii) At the time of any Repurchase Transaction Request, the Administrator (or if the Administrator has failed to make the relevant evaluation and comparisons, FSA) shall deliver a certificate to the Buyer, setting out the evaluation and comparison contemplated to be made by the Administrator under Sections 9.1 and 11.2(a) and (b) of the Pledge and Administration Agreement (and may also include any updates to such information) and stating that the proceeds of the relevant Transaction will be as contemplated by Paragraph 8(b) below. Notwithstanding the foregoing, if the proceeds of any Transaction give rise to a Dexia Reimbursement Payment, such portion of any Transaction shall be repaid promptly against delivery of the Purchased Securities related to such proceeds, together with any interest accrued thereon (but excluding any Additional Costs) and such repayment shall not be subject to the Subordinated Claims Payment Condition.
(iv) In making a Repurchase Transaction Request, Seller (or the Collateral Agent or FSA as contemplated by (vi) below) shall identify as Purchased Securities for the relevant Transaction securities that are not eligible to be posted as collateral under the FSA GIC Contracts (A) first, out of the Excluded Assets and Other Assets, the Best Available Eligible Securities based on the Securities Priority List as of the date of such Repurchase Transaction Request, with Seller (or the Collateral Agent or FSA as contemplated by (vi) below) identifying Eligible Securities lower on the Securities Priority List out of the Excluded Assets and Other Assets only as necessary to result in Seller’s obtaining the Purchase Price sought by Seller in requesting such Repurchase Transaction, and (B) second, out of the Put Portfolio Assets in the same manner as set forth in subclause (A). Seller agrees to use good faith, commercially reasonable efforts to ensure that the Securities Priority List is updated from time to time to reflect the Best Available Eligible Securities (and which shall specify whether the securities are Excluded Assets and Other Assets, Put Portfolio Assets or assets that are eligible to be posted as collateral under the FSA GIC Contracts), and Buyer shall have the right to consult with Seller from time to time, as to whether the Securities Priority List accurately reflects the Best Available Eligible Securities. Notwithstanding the foregoing, on any date on which the Liquidity Facility has been fully drawn, a Repurchase Transaction Request may be made in relation to any Best Available Eligible Securities that would not be required to meet currently applicable collateral posting requirements in relation to FSA GIC Contracts (or would be required only to meet collateral posting requirements in relation to FSA GIC Contracts for which FSAM may elect not to post collateral in accordance with Section 11.2 of the Pledge and Administration Agreement).
(v) Each Repurchase Transaction Request shall constitute a “Confirmation” for purposes of the Base Agreement, which Confirmation, together with the Agreement, shall be conclusive evidence of the terms of the Transaction covered thereby unless objected to in writing by Buyer for manifest error no more than one (1) Business Day after the date such Confirmation is received by Buyer. Each Confirmation shall be deemed incorporated herein by reference with the same effect as if set forth herein at length. With respect to any Transaction, the Pricing Rate Underlying Securities shall be determined initially as transferred to Trustee (for the benefit of the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, and shall be reset on each Reset Date for the next succeeding Pricing Rate Period for such Transaction. Buyer Client) or its agent shall determine in accordance with the terms of this Annex the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of such rate for such period on the Reset Date or Pricing Rate Determination Date with respect to the first Transaction.
(vi) In the event that FSA has given written notice to the Seller with a copy to the Buyer that (i) the Seller has failed to comply with the Seller’s obligation to deliver a Repurchase Transaction Request under this Annex as set forth in Section 11.2(b) of the Pledge and Administration Agreement by 4:30 P.M., Paris time, on any Business Day or that (ii) Senior Priority Payments cannot be paid on any Business Day and the Seller has not delivered a Repurchase Transaction Request as set forth in Section 11.2 of the Pledge and Administration Agreement in an amount equal to such unpaid Senior Priority Payments or the remaining amount available under the Facility Amount (if less) by 4:30 P.M., Paris time, then the Collateral Agent or FSA shall be authorized to deliver a Repurchase Transaction Request on behalf of the Seller, and such Repurchase Transaction Request, if delivered no later than 4:30 P.M., Paris time, on the Business Day immediately following the Business Day on which the Seller fails to deliver a Repurchase Transaction Request, will be deemed to have been delivered by 4:30 P.M., Paris time, on the preceding Business Day and the Buyer shall advance funds with respect to such Transaction by 2:00 P.M., New York City time, on the Business Day following the failure by the Seller to make the request notwithstanding any failure of the Seller to comply with Paragraphs 3(b)(i) (with respect to the Notice Deadline), 3(e) and 8(b). Any such request by the Collateral Agent or FSA must be accompanied by the certificate described in Paragraph 3(b)(iii). In the event that a Dexia Event of Default has occurred and FSA has elected to become Secured Party Representative, the Collateral Agent or FSA shall be authorized to deliver a Repurchase Transaction Request on behalf of the Seller, and such request shall be effective hereunder as if made by the Seller.
(vii) If a Dexia Event of Default has occurred, the Seller (or the Collateral Agent or FSA as described in Paragraph 3(b)(vi)) is permitted to deliver a Repurchase Transaction Request, on or before the Termination Date, for a set of Transactions (a “Default Repo Termination Request”) with a Purchase Price in an aggregate amount that, together with any Default Termination Loan (as defined in the Liquidity Facility), does not exceed (A) the Exposure as calculated under the Credit Support Annex to the Dexia Guaranteed Put Contract (as most recently determined on or prior to the date of such Repurchase Transaction Request), provided that for such purpose the “GIC Business Costs Amount” shall be deemed increased by 25% minus (B) (x) the “Value” of all “Posted Collateral” held by the Collateral Agent under the Dexia CSAs (as such terms are defined in the relevant Dexia CSA and as most recently determined on or prior to the date of such Repurchase Transaction Request) plus (y) the cash proceeds of the liquidation of any FSAM Collateral which has been sold or liquidated in accordance with an exercise of creditor’s remedies by the Collateral Agent upon such Dexia Event of Default. For the avoidance of doubt, the amount of any Default Repo Termination Request delivered by the Seller (or the Collateral Agent or FSA as described in (vi) above) shall not exceed the Unutilized Commitment at the time of the request.
(viii) If Seller, the Collateral Agent or FSA has effected a Liquidity Draw Offset (as defined in the Credit Support Annex to the Dexia Guaranteed Put Contract) in relation to any Purchase Price not yet paid by Buyer in relation to any Repurchase Transaction Request hereunder, the amount payable as Purchase Price to Seller in relation to such Transaction shall be reduced by the relevant Liquidity Draw Offset.” Paragraph 3(c) of the Base Agreement is restated to read as follows:
(c) On the earliest of (i) the date (if any) fixed for termination of a Transaction in the case of Transactions having a fixed term, (ii) any date which is the last day of a Pricing Rate Period in relation to the relevant Transaction and is elected by Seller upon not less than two (2) Business Days’ irrevocable prior written notice to Buyer to be the Repurchase Date for such Transaction, (iii) any date following a Dexia Event of Default on which funds are available for payments to Buyer subject to the Priority of Payments and satisfaction of the Subordinated Claims Payment Condition specified therein, and (iv) the date on which all of the FSA GIC Contracts are Paid in Full or terminated and there are no outstanding amounts owed by the Seller under the FSAM Insurance Agreement, the Master Repurchase Agreement, or the Administrative Services Agreement, termination of the applicable Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Purchase Price to the Dealer’s Proprietary Account.
5.2 A Transaction may only be entered into in respect of Underlying Securities which meet the following requirements:
a. comply with the requirements set out by the Regulator in writing from time to time and/or in keeping with the Retail Repo Regulations;
b. may be immobilised or dematerialised in an account approved CSD;
c. are not due to mature during the life of Buyerthe Transaction; and d. are of Good Delivery.
5.3 A Transaction shall be confirmed in writing by a Transaction Confirmation (in the form in Annex I hereto or any other form to which the parties agree) delivered by the Dealer to the Client as set out in clause 5.11. Where clause (iiiThe Transaction Confirmation shall conform with section 38(3) of the foregoing sentence appliesSecurities Act and shall specify:
a. agreement date;
b. the Underlying Securities (including the description of the issue and, maturity dates of Underlying Securities, the nominal and market values and amount as well as the International Securities Identification Number or ISIN or other identifying numbers for the Securities (if any);
c. the Purchase Date;
d. The Purchase Price;
e. the Repurchase Price;
f. the Repurchase Date
g. the Interest Rate applicable to the Transaction;
h. the currency denominations of payments in respect of Transactions (including but not limited to Purchase Price, Repurchase Price);
i. the Margin Percentage, if different from the Required Margin, applicable to the Transaction;
j. any additional information required by the Retail Repo Regulations to be included in the Transaction Confirmation; and k. any special terms or conditions of the Transaction, which terms shall not be inconsistent this Master Retail Repurchase Agreement or the Retail Repo Regulations.
5.4 Transactions in respect of Securities shall be terminated in done only through a custodian or sub-custodian with whom the reverse order of which they were initiated (on Trustee or a “last in, first out” basis), and shall be terminated in part (with Buyer’s delivery of Purchased Securities and Income to be proportionally adjusted) to the extent that only a portion of the Repurchase Price would be available under the Priority of Payments and subject to the satisfaction of the Subordinated Claims Payment Condition specified therein. Amounts received on a termination of a Transaction shall be applied in the order of priority set forth in Section 11.1(b)(viii) of the Pledge and Administration Agreement. The following is deemed added to the Base Agreement as Paragraphs 3(d), (e), (f) and (g):
(d) Either Buyer or Seller may also request a “delivery versus payment” settlement of amounts to be paid or delivered in relation to any Transaction on a Purchase Date or Repurchase Date.
(e) The obligations of the Buyer to enter into and make settlement of a Transaction hereunder will be unconditional and subject only (except as provided in Paragraph 3(b)(ii)) to receipt of the Repurchase Transaction Request and the certificate described in Paragraph 3(b)(iii) within the time period contemplated thereby.
(f) Without limitation of Paragraph 12(b) below, no breach central securities depository operated by the Seller (or by Bank of Jamaica has established a relationship for the Collateral Agent, FSA any other party to the Pledge and Administration Agreement or any other person) of any representation, warranty, covenant or other term or condition purposes of this Agreement, the Pledge and Administration Agreement, any other Transaction Document, or any other agreement described .
5.5 Where a Dealer is not in or contemplated in the Purchase Agreement shall constitute a defense to or otherwise impair the obligation possession of the Buyer Underlying Securities at the time of entering into this Master Retail Repurchase Agreement with the Client it is agreed that the Dealer should purchase the Underlying Securities after payment is made by the Client to enter the Dealer and the Dealer agrees that:
a. any moneys paid by the Client for the purposes of such purchase are held by the Dealer in trust for the Client until the Underlying Securities are purchased;
b. the Dealer shall promptly following such purchase provide the Client with evidence of the purchase; and
c. the money held in trust by the Dealer shall be paid into the Dealer’s Bank Account and make settlement thereafter shall be dealt with in accordance with clause 8.
5.6 The Dealer, shall upon receipt of payment of Purchase Price, be required to provide the Client with a Transaction hereunder receipt in accordance with the terms and conditions described in Paragraph 3(e) aboveRetail Repo Regulations.
(g) Notwithstanding Paragraph 3(f) above5.7 The Dealer shall be required to immediately transfer Underlying Assets to the Trustee when such assets are acquired by the Dealer for the Client.
5.8 Without prejudice to Clause 5.3, on the Purchase Date, the Buyer will Dealer shall deliver the Underlying Securities to the Trustee and the parties agree that the Trustee shall be indemnified by required to transfer free and cleared funds held in the Seller for any losses incurred by it Trustee’s Cash Account in connection with entering into or making settlement of any Transaction if the representations and warranties respect of the Seller are inaccurate or the Seller has breached its obligations under this Agreement Underlying Securities to the Buyer, provided that any such indemnification or any other claim or recourse of the Buyer for a breach by the Seller of any representation, warranty, covenant or other term or condition of this agreement (other than as set forth in Paragraph 3(e) above) will be payable only subject to the Priority of Payments and (without prejudice to any claims for Dexia Reimbursement Payments Dealer’s Proprietary Account in accordance with the terms clause 8.
5.9 Delivery of the Pledge and Administration Agreement) satisfaction Underlying Securities to the Trustee shall be effected by the Dealer making the appropriate electronic entries in the CSD so that the Underlying Securities are transferred into the Securities Trust Account for the benefit of the Subordinated Claims Payment Condition specified thereinClient.”
5.10 The transfer of the Underlying Securities into the Securities Trust Account shall constitute prima facie evidence of the creation of the Trust on behalf of the Client and of the Client’s beneficial interest in the Underlying Securities;
5.11 The Client and the Dealer shall agree on the items described under Clause 5.3 prior to the issuance of a Transaction Confirmation. In no event shall the Transaction Confirmation be generated and issued to the Client more than three
Appears in 1 contract
Sources: Master Retail Repurchase Agreement
Initiation; Confirmation; Termination. The provisions of Paragraph 3(a) and 5.1 A Transaction may be initiated by either the Client or the Dealer pursuant to this Master Retail Repurchase Agreement. On the Purchase Date for each Transaction, the Underlying Securities shall be transferred to Trustee (b) for the benefit of the Base Agreement are hereby deleted and replaced Client) or its agent against the transfer of the Purchase Price to the Dealer’s Proprietary Account.
5.2 A Transaction may only be entered into in their respective entireties by respect of Underlying Securities which meet the following provisionsrequirements:
(a) By 2:00 P.M.comply with the requirements set out by the Regulator in writing from time to time and/or in keeping with the Retail Repo Regulations;
(b) may be immobilised or dematerialised in an approved CSD;
(c) are not due to mature during the life of the Transaction; and
(d) are of Good Delivery.
5.3 A Transaction shall be confirmed in writing by a Transaction Confirmation (in the form in Annex I hereto or any other form as the Dealer may prescribe from time to time) which satisfies the requirements of the Securities Act and the Regulations delivered by the Dealer to the Client as set out in clause 5.11. The Transaction Confirmation shall conform with section 38(3) of the Securities Act and shall specify:
(a) agreement date;
(b) the Underlying Securities (including the description of the issue and, New York timematurity dates of Underlying Securities, on the nominal and market values and amount as well as the International Securities Identification Number or ISIN or other identifying numbers for the Securities (if any);
(c) the Purchase Date for a Date;
(d) The Purchase Price;
(e) the Payment Date;
(f) the Repurchase Price;
(g) the Repurchase Date
(h) the Interest Rate applicable to the Transaction, Buyer shall transfer the Purchase Price with respect to each Purchased Security specified in the relevant Confirmation to Seller by wire transfer of immediately available funds to either ;
(i) the Authorized Account or currency denominations of payments in respect of Transactions (iiincluding but not limited to Purchase Price, Repurchase Price);
(j) the relevant account for Margin Percentage, if different from the Required Margin, applicable to the Transaction;
(k) any Senior Priority Payment identified additional information required by FSAM under Section 11.2 the Retail Repo Regulations to be included in the Transaction Confirmation; and
(l) any special terms or conditions of the Pledge and Administration Transaction, which terms shall not be inconsistent this Master Retail Repurchase Agreement or the Retail Repo Regulations.
5.4 Transactions in relation respect of Securities shall be done only through a custodian or sub-custodian with whom the Trustee or a central securities depository operated by the Bank of Jamaica has established a relationship for the purposes of this Agreement.
5.5 Where a Dealer is not in possession of the Underlying Securities at the time of entering into this Master Retail Repurchase Agreement with the Client it is agreed that the Dealer should purchase the Underlying Securities after payment is made by the Client to which a Transaction is requested hereunder, the Dealer and the related Purchased Security Dealer agrees that:
(a) any moneys paid by the Client for the purposes of such purchase are held by the Dealer in trust for the Client until the Underlying Securities are purchased;
(b) the Dealer shall promptly following such purchase provide the Client with evidence of the purchase; and
(c) the money held in trust by the Dealer shall be concurrently transferred by Seller to an account specified by Buyerpaid into the Dealer’s Bank Account and thereafter shall be dealt with in accordance with clause 8.
(i) Seller (or 5.6 The Dealer, shall upon receipt of payment of Purchase Price, be required to provide the Collateral Agent or FSA as contemplated Client with a receipt in accordance with the Retail Repo Regulations.
5.7 The Dealer shall be required to immediately transfer Underlying Assets to the Trustee when such assets are acquired by (vi) below) maythe Dealer for the Client.
5.8 On the Purchase Date, from time the Dealer shall deliver the Underlying Securities to time, the Trustee and the parties agree that the Trustee shall be required to transfer free and cleared funds held in the Trustee’s Cash Account in respect of the Underlying Securities to the Dealer’s Proprietary Account in accordance with clause 8.
5.9 Delivery of the Underlying Securities to the Trustee shall be effected by the Dealer making the appropriate electronic entries in the CSD so that the Underlying Securities are transferred into the Securities Trust Account for the benefit of the Client.
5.10 The transfer of the Underlying Securities into the Securities Trust Account shall constitute prima facie evidence of the creation of the Trust on behalf of the Client and of the Client’s beneficial interest in the Underlying Securities;
5.11 The Client and the Dealer shall agree on the items described under Clause 5.3 prior to the Facility Termination Date, request that Buyer enter into issuance of a Transaction with respect Confirmation. In no event shall the Transaction Confirmation be generated and issued to one or the Client more Eligible Securities. Seller (or the Collateral Agent or FSA as contemplated by (vi) below) shall initiate each request by submitting a written request, which shall set forth (A) information identifying, and specifying the principal amount of, each Eligible Security to be sold to Buyer as Purchased Securities, (B) the Purchase Price in relation to such Purchased Securities based on the calculation thereof by the Collateral Agent, (C) a date not earlier than one (1) Business Day following, and not later than three (3) Business Days following, days after the effective date purchase or acquisition of such request as any assets by the proposed Purchase Date, (D) the Specified LIBOR Period Dealer for the relevant TransactionClient pursuant to this Master Retail Repurchase Agreement and where the securities are acquired prior to payment, (E) such datethree days after payment by the client. A Transaction Confirmation delivered by registered post, if anyordinary post, as Seller (personal service or facsimile shall constitute sufficient delivery and be deemed delivered at the Collateral Agent or FSA as contemplated times set out in the Retail Repo Regulations. A Transaction Confirmation delivered by (vi) below) may elect to specify as a fixed date of termination of such Transaction (a “Repurchase Transaction Request”). Each Repurchase Transaction Request electronic mail shall be accompanied by the certificate described deemed delivered upon receipt of an electronic delivery receipt. The Dealer shall utilize an alternative means of delivery set out in clause this Clause where there is no means of receiving an electronic delivery receipt or no electronic delivery receipt has been received within forty eight (iii48) below. Except as provided in clauses (ii) and (vii) below, any such Repurchase Transaction Request shall be effective (x) on the Business Day made, if delivered to Buyer at or before 4:30 P.M., Paris time, (the “Notice Deadline”) on such Business Day, or (y) otherwise, on the Business Day immediately following the date of its delivery to the Buyer. Each Repurchase Transaction Request shall be copied to the Collateral Agent at its address designated pursuant to Annex 2 to the Agreement. Any Repurchase Transaction Request will be made by email or facsimile, return receipt requested, in accordance with the address information set forth in Annex 2hours.
(ii) Notwithstanding the foregoing, an Accelerated Downgrade Liquidity Draw will be 5.12 The Client is deemed to have been made on the day of the GIC Credit Event without regard to whether such GIC Credit Event occurred before or after close of business on that day. The Buyer will be required to advance funds with respect to such Transaction accepted and is bound by the Accelerated Downgrade Liquidity Draw Deadline, notwithstanding any failure of the Seller to comply with Paragraphs 3(b)(i), 3(e) and 8(b) in connection with such deemed request. Without conditioning the obligations of the Buyer to provide funds under this paragraph, FSA shall provide notice of such GIC Credit Event on the date such event occurs.
(iii) At the time of any Repurchase Transaction Request, the Administrator (or if the Administrator has failed to make the relevant evaluation and comparisons, FSA) shall deliver a certificate to the Buyer, setting out the evaluation and comparison contemplated to be made by the Administrator under Sections 9.1 and 11.2(a) and (b) of the Pledge and Administration Agreement (and may also include any updates to such information) and stating that the proceeds of the relevant Transaction will be as contemplated by Paragraph 8(b) below. Notwithstanding the foregoing, if the proceeds of any Transaction give rise to a Dexia Reimbursement Payment, such portion of any Transaction shall be repaid promptly against delivery of the Purchased Securities related to such proceeds, together with any interest accrued thereon (but excluding any Additional Costs) and such repayment shall not be subject to the Subordinated Claims Payment Condition.
(iv) In making a Repurchase Transaction Request, Seller (or the Collateral Agent or FSA as contemplated by (vi) below) shall identify as Purchased Securities for the relevant Transaction securities that are not eligible to be posted as collateral under the FSA GIC Contracts (A) first, out of the Excluded Assets and Other Assets, the Best Available Eligible Securities based on the Securities Priority List as of the date of such Repurchase Transaction Request, with Seller (or the Collateral Agent or FSA as contemplated by (vi) below) identifying Eligible Securities lower on the Securities Priority List out of the Excluded Assets and Other Assets only as necessary to result in Seller’s obtaining the Purchase Price sought by Seller in requesting such Repurchase Transaction, and (B) second, out of the Put Portfolio Assets in the same manner as set forth in subclause (A). Seller agrees to use good faith, commercially reasonable efforts to ensure that the Securities Priority List is updated from time to time to reflect the Best Available Eligible Securities (and which shall specify whether the securities are Excluded Assets and Other Assets, Put Portfolio Assets or assets that are eligible to be posted as collateral under the FSA GIC Contracts), and Buyer shall have the right to consult with Seller from time to time, as to whether the Securities Priority List accurately reflects the Best Available Eligible Securities. Notwithstanding the foregoing, on any date on which the Liquidity Facility has been fully drawn, a Repurchase Transaction Request may be made in relation to any Best Available Eligible Securities that would not be required to meet currently applicable collateral posting requirements in relation to FSA GIC Contracts (or would be required only to meet collateral posting requirements in relation to FSA GIC Contracts for which FSAM may elect not to post collateral in accordance with Section 11.2 of the Pledge and Administration Agreement).
(v) Each Repurchase Transaction Request shall constitute a “Confirmation” for purposes of the Base Agreement, which Confirmation, together with the Agreement, shall be conclusive evidence of the terms of the Transaction covered thereby unless objected to in writing by Buyer for manifest error no more than one (1) Business Day after the date such Confirmation is received by Buyer. Each Confirmation shall be deemed incorporated herein by reference with the same effect as if set forth herein at length. With respect to any Transaction, the Pricing Rate shall be determined initially as upon delivery of the Pricing Rate Determination Date applicable to the first Pricing Rate Period for such Transaction, Transaction Confirmation set out in Clause 5.11 above.
5.13 The Dealer and shall be reset on each Reset Date for the next succeeding Pricing Rate Period for such Transaction. Buyer or its agent shall determine in accordance with Clients may enter into multiple repurchase transactions governed by the terms of this Annex the Pricing Rate on each Pricing Rate Determination Date for the related Pricing Rate Period and notify Seller of such rate for such period on the Reset Date or Pricing Rate Determination Date with respect to the first Transaction.
(vi) In the event that FSA has given written notice to the Seller with a copy to the Buyer that (i) the Seller has failed to comply with the Seller’s obligation to deliver a Master Retail Repurchase Transaction Request under this Annex as set forth in Section 11.2(b) of the Pledge and Administration Agreement by 4:30 P.M., Paris time, on any Business Day or that (ii) Senior Priority Payments cannot be paid on any Business Day and the Seller has not delivered a Repurchase Transaction Request as set forth in Section 11.2 of the Pledge and Administration Agreement in an amount equal to such unpaid Senior Priority Payments or the remaining amount available under the Facility Amount (if less) by 4:30 P.M., Paris time, then the Collateral Agent or FSA shall be authorized to deliver a Repurchase Transaction Request on behalf of the Seller, and such Repurchase Transaction Request, if delivered no later than 4:30 P.M., Paris time, on the Business Day immediately following the Business Day on which the Seller fails to deliver a Repurchase Transaction Request, will be deemed to have been delivered by 4:30 P.M., Paris time, on the preceding Business Day and the Buyer shall advance funds with respect to such Transaction by 2:00 P.M., New York City time, on the Business Day following the failure by the Seller to make the request notwithstanding any failure of the Seller to comply with Paragraphs 3(b)(i) (with respect to the Notice Deadline), 3(e) and 8(b). Any such request by the Collateral Agent or FSA must be accompanied by the certificate described in Paragraph 3(b)(iii)Agreement. In the event that a Dexia Event of Default has occurred and FSA has elected to become Secured Party Representativecarrying out multiple repurchase transactions, the Collateral Agent or FSA shall be authorized to deliver a Repurchase Transaction Request on behalf of the Seller, and such request shall be effective hereunder as if made by the Seller.
(vii) If a Dexia Event of Default has occurred, the Seller (or the Collateral Agent or FSA as described in Paragraph 3(b)(vi)) is permitted to deliver a Repurchase Transaction Request, on or before the Termination Date, for a set of Transactions (a “Default Repo Termination Request”) with a Purchase Price in an aggregate amount that, together with any Default Termination Loan (as defined in the Liquidity Facility), does not exceed (A) the Exposure as calculated under the Credit Support Annex to the Dexia Guaranteed Put Contract (as most recently determined on or prior to the date of such Repurchase Transaction Request), provided that for such purpose the “GIC Business Costs Amount” shall be deemed increased by 25% minus (B) (x) the “Value” of all “Posted Collateral” held by the Collateral Agent under the Dexia CSAs (as such terms are defined in the relevant Dexia CSA and as most recently determined on or prior to the date of such Repurchase Transaction Request) plus (y) the cash proceeds of the liquidation of any FSAM Collateral which has been sold or liquidated in accordance with an exercise of creditor’s remedies by the Collateral Agent upon such Dexia Event of Default. For the avoidance of doubt, the amount of any Default Repo Termination Request delivered by the Seller (or the Collateral Agent or FSA as described in (vi) above) shall not exceed the Unutilized Commitment at the time of the request.
(viii) If Seller, the Collateral Agent or FSA has effected a Liquidity Draw Offset (as defined in the Credit Support Annex to the Dexia Guaranteed Put Contract) in relation to any Purchase Price not yet paid by Buyer in relation to any Repurchase Transaction Request hereunder, the amount payable as Purchase Price to Seller in relation to such each specific Transaction shall be reduced evidenced by the relevant Liquidity Draw Offset.” Paragraph 3(c) of the Base Agreement is restated to read as follows:
(c) On the earliest of (i) the date (if any) fixed for termination of a Transaction Confirmation: i. setting out the terms and conditions specific to the transaction and details as specified in Clause 5.3; ii. incorporating by reference all the case of Transactions having a fixed term, (ii) any date terms set out herein; iii. which is the last day of a Pricing Rate Period in relation to the relevant Transaction and is elected by Seller upon not less than two (2) Business Days’ irrevocable prior written notice to Buyer to be the Repurchase Date for such Transaction, (iii) any date following a Dexia Event of Default on which funds are available for payments to Buyer subject to the Priority of Payments and satisfaction of the Subordinated Claims Payment Condition specified therein, and (iv) the date on which all of the FSA GIC Contracts are Paid in Full or terminated and there are no outstanding amounts owed by the Seller under the FSAM Insurance Agreement, the Master Repurchase Agreement, or the Administrative Services Agreement, termination of the applicable Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer. Where clause (iii) of the foregoing sentence applies, Transactions shall be terminated in the reverse order of which they were initiated (on a “last in, first out” basis), and shall be terminated in part (with Buyer’s delivery of Purchased Securities and Income to be proportionally adjusted) to the extent that only a portion of the Repurchase Price would be available under the Priority of Payments and subject to the satisfaction of the Subordinated Claims Payment Condition specified therein. Amounts received on a termination of a Transaction shall be applied in the order of priority set forth in Section 11.1(b)(viii) of the Pledge and Administration Agreement. The following is deemed added to the Base Agreement as Paragraphs 3(d), (e), (f) and (g):
(d) Either Buyer or Seller may also request a “delivery versus payment” settlement of amounts to be paid or delivered in relation to any Transaction on a Purchase Date or Repurchase Date.
(e) The obligations of the Buyer to enter into and make settlement of a Transaction hereunder will be unconditional and subject only (except as provided in Paragraph 3(b)(ii)) to receipt of the Repurchase Transaction Request and the certificate described in Paragraph 3(b)(iii) within the time period contemplated thereby.
(f) Without limitation of Paragraph 12(b) below, no breach by the Seller (or by the Collateral Agent, FSA any other party to the Pledge and Administration Agreement or any other person) of any representation, warranty, covenant or other term or condition of this Agreement, the Pledge and Administration Agreement, any other Transaction Document, or any other agreement described in or contemplated in the Purchase Agreement shall constitute a defense to or otherwise impair the obligation of the Buyer to enter into and make settlement of a Transaction hereunder in accordance consistent with the terms and conditions described in Paragraph 3(e) aboveset out herein; and includes a statement that from time to time the parties will enter into retail repurchase transactions whereby the Dealer agrees to sell to the Client and the Client agrees to purchase from the Dealer, Securities, with a simultaneous agreement by the Parties requiring the Clients to sell to the Dealer and the Dealer to purchase from the Client the aforementioned Securities or equivalent securities on a specified date, at a specified price.
(g) Notwithstanding Paragraph 3(f) above5.14 Where the Client does not provide notice pursuant to clause 5.17, the Buyer will Client agrees to enter into a new Transaction with the Dealer, in which the Dealer shall issue to the Client a new Transaction Confirmation, which shall comply with the requirements of the Regulations including specifying the amount of Underlying Securities to be indemnified transferred by the Seller Dealer for any losses incurred by it in connection with entering into or making settlement of any Transaction if the representations and warranties purposes of the Seller are inaccurate or new Transaction and the Seller has breached its obligations under this Agreement to the Buyer, provided that any such indemnification or any other claim or recourse Purchase Price of the Buyer Securities for a breach by the Seller new Transaction and the applicable Margin Amount. The Client is deemed to have accepted such new Transaction Confirmation upon delivery of any representation, warranty, covenant or other term or condition of this agreement (other than it as set forth out in Paragraph 3(e) above) will be payable only subject to the Priority of Payments clause 5.11 above and (without prejudice to any claims for Dexia Reimbursement Payments in accordance with is bound by the terms of the Pledge and Administration Agreement) satisfaction new Transaction Confirmation. The Dealer shall transfer the above-described Underlying Securities to the Securities Trust Account on the same day.
5.15 Where upon the Repurchase Date, the Trustee (acting on behalf of the Subordinated Claims Payment Condition specified thereinClient) delivers the Underlying Securities to the Dealer, the moneys due to the Client that have not been paid over to the Client by the Dealer are held in trust by the Dealer for the Client and shall be paid into the Dealer’s Bank Account and are to be paid over to the Client at the earliest opportunity.”
5.16 The Client may give the Dealer a minimum of one Business Days’ notice of his desire to terminate this Agreement and/or a Transaction prior to the Repurchase Date and request that the Repurchase Price be paid less any non- accrued interest and penalty in accordance with clause 14;
5.17 A Client who agrees to rollovers under Clause 4.2 shall give the Dealer a minimum of one Business Days’ notice of his desire to terminate this Agreement and/or a Transaction on the Repurchase Date.
5.18 On the Repurchase Date, the Client consents that the Trustee shall, on the Client’s behalf, transfer by entries in the CSD, the Repurchased Securities to the Dealer’s CSD Account and the Dealer shall transfer the Repurchase Price (less any amount then payable and unpaid by the Client to the Dealer pursuant to Clause 6) to the Client in accordance with such payment instructions as the Client may provide.
Appears in 1 contract
Sources: Master Retail Repurchase Agreement