EXECUTION STANDARD TERMS FOR CLIENT CLEARING

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1 EXECUTION STANDARD TERMS FOR CLIENT CLEARING

2 Background and Purpose (A) (B) These provisions are the Execution Standard Terms, as published by LCH.Clearnet Limited ( LCH ). In order to facilitate the entry into certain transactions between the Executing Broker and the Client (and to govern certain terms relating to such transactions) and the clearing of such transactions with one or more Clearing Houses, the Executing Broker and the Client agree to be bound by these Execution Standard Terms, subject to such additional elections or agreements that the Executing Broker and the Client shall agree. 1 Execution and Registration for Clearing 1.1 General: The Executing Broker and the Client may from time to time enter into transactions (each a Clearing Trade ) which both parties agree will be submitted for registration for clearing subject to, and in accordance with, these Execution Standard Terms. At or about the time the Clearing Trade is entered into, the parties shall agree to which Clearing House and via which Trade Source the Clearing Trade shall be submitted for registration. Upon execution and prior to being registered for clearing, the Clearing Trade shall be a Non-Cleared Transaction and shall be governed by the Non-Clearing Master Agreement. Where any party (including the Clearing Broker of one or more of the parties) is required to comply with any requirements and/or obligations under Applicable Law that are more onerous than the corresponding requirements and/or obligations (if any) set out in these Execution Standard Terms, the requirements and/or obligations (if any) set out in these Execution Standard Terms shall be interpreted in accordance with the requirements and/or obligations under such Applicable Law. Notwithstanding the immediately preceding sentence, for the purposes of determining a Registration Failure and/or a Registration Failure Cause, the time frame available for the performance of any action by any party (including the Clearing Broker of one or more of the parties) shall continue to be as provided under these Execution Standard Terms. 1.2 Notices, Confirmations, Affirmations: The Executing Broker and the Client each agree: promptly upon entering into a Clearing Trade that is not a Matched Transaction but in no event later than the Matching Cut-Off Time, they shall confirm the Trade Details of the Clearing Trade between themselves (i) where both parties are Matching Parties, by each party submitting the Trade Details of the Clearing Trade to the Matching System or where only the Executing Broker is a Matching Party, by the Client providing acceptance by the Matching Cut-Off Time of the Trade Details of the Clearing Trade that are presented to it by the Executing Broker following which the Executing Broker shall submit the Trade Details of the Clearing Trade to the Matching System, in each case so that it becomes a Matched Transaction and promptly after that, but in no event later than the Submission Cut- Off Time, each Submitting Party shall submit the Trade Details and the Clearing Details of the Clearing Trade to the Clearing House via the relevant Trade Source; promptly upon entering into a Clearing Trade that is a Matched Transaction but in no event later than the Submission Cut-Off Time, the Submitting Parties shall submit the Trade Details and the Clearing Details of the Clearing Trade to the Clearing House via the relevant Trade Source; and/or 1

3 1.2.3 if the Client is not a Submitting Party it shall provide its Clearing Details to the Executing Broker for onward submission to the Clearing House no later than the Information Cut-Off Time, following which the Executing Broker shall provide the Trade Details and the Clearing Details (of both parties) of the Clearing Trade to the Clearing House via the relevant Trade Source in accordance with Clause or 1.2.2, as appropriate. 1.3 Registration for Clearing: If, following the parties taking the actions required pursuant to Clause 1.2, in relation to a Clearing Trade, the relevant Clearing House pursuant to its Clearing House Rules, registers: a cleared transaction in the name of the Client Clearing Broker; and a matching offsetting cleared transaction in the name of the EB Clearing Broker (together with the cleared transaction specified in Clause 1.3.1, the Registered Transactions ), such Clearing Trade (the Original Clearing Trade ) shall, at the time at which the Registered Transactions arise pursuant to the relevant Clearing House Rules, be cancelled and the Executing Broker and the Client shall have no rights, liabilities or obligations (whether accrued or otherwise) as between themselves in relation to such Clearing Trade. 2 Registration Failure and Consequences 2.1 Registration Failure: If there is a Registration Failure, each of the parties to the Clearing Trade shall, where they are aware of such Registration Failure, notify the other and any Selecting Party may take one or more of the following steps as provided below (for the avoidance of doubt, failure by any of the parties to notify the other of such Registration Failure shall not affect the right of any Selecting Party to take one or more of such steps): if the Registration Failure arises because: (i) the Client has failed to comply with its obligations under Clause 1.2, request the Client to perform that obligation within such time frame as such Selecting Party may specify; or the Executing Broker has failed to comply with its obligations under Clause 1.2, remedy such failure within such time frame not exceeding the original time frame for compliance as such Selecting Party may specify; if the Clearing Broker of one or more of the parties (each, a Rejecting Party ) has rejected a Proposed Cleared Transaction in accordance with the relevant Clearing House Rules or such Clearing Broker does not accept a Proposed Cleared Transaction by the Acceptance Cut-Off Time: (i) request that a Rejecting Party seeks to procure acceptance of the Proposed Cleared Transaction by the Rejecting Party s Clearing Broker or selects an alternative Clearing Broker to accept the Proposed Cleared Transaction; where such Selecting Party already has the necessary arrangements (including documentation) in place that would permit it to act as Client Clearing Broker and the Client is the Rejecting Party, elect to perform the role of Client Clearing Broker for that Proposed Cleared Transaction; and/or 2

4 (iii) if it is a Rejecting Party, seek to procure acceptance of the Proposed Cleared Transaction by its Clearing Broker or select an alternative Clearing Broker to accept the Proposed Cleared Transaction; where the Clearing Trade is not eligible to be cleared at the relevant Clearing House, consult with the other party to agree to clear such Clearing Trade (including any amendments to the terms of such Clearing Trade or the terms on which it is submitted for clearing to an alternative Clearing House) through an alternative Clearing House; seek to agree with the other party an alternative appropriate course of action; where to do so would not breach Applicable Law, elect by notice to the Client (and subject to Clause 2.1.6) that the Clearing Trade shall continue as a Non-Cleared Transaction subject to such amendments to the terms of the relevant Clearing Trade as may be specified by the Executing Broker in its sole discretion, including pricing terms and/or providing credit support to the Executing Broker (which may be in addition to, or substitution for, any credit support otherwise required under the Non-Clearing Master Agreement, if any); if the Executing Broker as Selecting Party under Clause has notified the Client of its election to continue the Clearing Trade as a Non-Cleared Transaction and of all associated amendments to it pursuant to Clause 2.1.5, terminate that Clearing Trade (for the avoidance of doubt, the Clearing Trade so terminated by the Client as Selecting Party under this Clause shall be on the original terms of such Clearing Trade); provided that such right may only be exercised within 1 Business Day in the Client s location from the time that the Executing Broker notifies the Client of its election to continue the Clearing Trade as a Non-Cleared Transaction and of all associated amendments to it; and/or terminate the Clearing Trade. The election of a Selecting Party (under Clauses to 2.1.7) to take any of the foregoing steps shall not preclude either Selecting Party later electing to take any of the other steps until such time as any of the elected steps has been completed in accordance with Clause Obligations Following Registration Failure: If a Registration Failure occurs, the Executing Broker and the Client shall have the following obligations: where the Clearing Trade is to remain to be submitted for registration for clearing: (i) where one of the parties is to remedy a failure to comply with Clause 1.2, it shall use reasonable efforts to do so and shall notify the other party as soon as reasonably practicable if it is unable to do so; where the Executing Broker and the Client agree to clear the Clearing Trade through an alternative Clearing House, the Executing Broker and the Client shall comply with the provisions of Clause 1 as if the alternative Clearing House had been initially agreed by the Executing Broker and the Client as the venue to which the Clearing Trade would be submitted for clearing on the basis the Trade Time is postponed as envisaged in its definition; 3

5 (iii) (iv) where the Rejecting Party is to seek to procure acceptance of the Proposed Cleared Transaction by its Clearing Broker or is to select an alternative Clearing Broker to accept the Proposed Cleared Transaction where required or permitted to do so, the Rejecting Party shall use reasonable efforts to do so and shall notify the other party as soon as reasonably practicable if it is unable to do so; and where the Executing Broker is to perform the role of the Client Clearing Broker in respect of the Clearing Trade, the Executing Broker and the Client shall comply with the provisions of Clause 1 as if the Executing Broker had been initially selected by the Client as the Client Clearing Broker in respect of the Clearing Trade on the basis the Trade Time is postponed as envisaged in its definition and the Client shall comply with such requirements as the Executing Broker may impose in accordance with its contractual agreement; in the case of Clause 2.1.5, other than where the Clearing Trade is terminated pursuant to Clause 2.1.6, the parties shall comply with the terms (including any amendments to the terms of the relevant Clearing Trade (including as to pricing and/or credit support)) of the relevant Non-Cleared Transaction; other than where the Executing Broker and the Client agree to re-submit a Proposed Cleared Transaction in relation to a Clearing Trade for registration to the initially selected Clearing House on the terms originally provided to such Clearing House, the parties shall take any further actions as may be required or determined by the Executing Broker to ensure that the initially selected Clearing House (i) does not register any Proposed Cleared Transaction in relation to such Clearing Trade on the terms originally provided to such Clearing House or otherwise withdraws from registration such Clearing Trade; and other than where the Executing Broker and the Client agree to re-submit a Proposed Cleared Transaction in relation to a Clearing Trade for registration to the initially selected Clearing House on the terms originally provided to such Clearing House, if the initially selected Clearing House does register one or more Proposed Cleared Transactions on the basis of the terms originally provided to such Clearing House, the parties shall take any further actions as may be required or determined by the Executing Broker to De-register the Registered Transactions arising from such Proposed Cleared Transactions and the Client agrees to meet all costs, losses and expenses of the Executing Broker (including any costs or losses of the Executing Broker relating to the close-out of such Registered Transactions and/or any related hedges). 2.3 Early Termination Amount: Where a Clearing Trade is terminated pursuant to Clause or and: (i) the Selecting Party terminating such Clearing Trade is the Executing Broker, the early termination date with respect to such Clearing Trade shall be the Business Day which the Executing Broker designates in its notice to the Client to terminate such Clearing Trade; or the Selecting Party terminating such Clearing Trade is the Client, the early termination date with respect to such Clearing Trade shall be designated by 4

6 the Executing Broker as the day on or as soon as reasonably practicable after (and, in any event, within 5 Business Days in the Executing Broker s location) the day which the Executing Broker receives effective notice from the Client of its election to terminate such Clearing Trade, and, in either case, an Early Termination Amount shall be paid by the relevant party to the other party as determined pursuant to Section 6(e) of a deemed 2002 ISDA Master Agreement (all references to Section 6(e) in these Execution Standard Terms will be construed accordingly) between the Executing Broker and the Client, on the basis set out in Clause The Early Termination Amount shall be determined by the Executing Broker promptly on or following the Early Termination Date and, in any event, no later than 1 Business Day in the Executing Broker s location thereafter on the following basis: (i) (iii) (iv) (v) (vi) (vii) the Early Termination Date shall be the date determined in accordance with Clause 2.3.1; such Early Termination Date shall be deemed to have arisen from an Additional Termination Event in respect of which the relevant Clearing Trade is the sole Affected Transaction ; the Early Termination Amount shall be determined as of the Early Termination Date or, if that would not be commercially reasonable, as of the date or dates following the Early Termination Date as would be commercially reasonable; the material terms (for the purposes of clause (a) of the definition of Close-out Amount in such deemed 2002 ISDA Master Agreement) of the relevant Clearing Trade shall include the fact that such Clearing Trade was to be cleared by the relevant Clearing House; the Termination Currency shall be the currency of the notional amount of the relevant Clearing Trade or, if the notional amount or currency amount of the relevant Clearing Trade is in more than one currency, shall be that specified (either specifically or by analogy) in the Non-Clearing Master Agreement; the Governing Law shall be the law specified in the Execution Terms or, if no such law is specified, English law; and in accordance with any Valuation Principles specified in the Execution Terms to apply to a Registration Failure Cause or, if the Execution Terms do not specify which Valuation Principles shall apply to which Registration Failure Cause, in accordance with the Fallback Valuation Principles If the Executing Broker fails to determine the Early Termination Amount by the deadline provided in Clause 2.3.2: (i) the Client may notify the Executing Broker of such failure and require the Executing Broker to determine the Early Termination Amount as provided above within 1 Business Day of the date of delivery of such notice; and if the Executing Broker does not: 5

7 (a) (b) determine the Early Termination Amount by the deadline provided in Clause 2.3.3(i); or notify the Client by the deadline provided in Clause 2.3.3(i) of a commercially reasonable explanation for non-determination of the Early Termination Amount, the Early Termination Amount may be determined by the Client acting in accordance with Clause and, in this case only, references to Executing Broker in Clause shall be read as references to Client The Executing Broker shall notify the Client (or, in the event the Client determines the Early Termination Amount, the Client shall notify the Executing Broker) promptly of the Early Termination Amount calculated under this Clause 2.3 and such amount shall be payable: (i) if it is payable by the Executing Broker, on the next following Business Day in the Executing Broker s location after the calculation of such amount (or, in the event the Client has determined the Early Termination Amount, on the next following Business Day in the Executing Broker s location after the effective date of a notice by the Client to the Executing Broker of the amount payable) or if it is payable by the Client, on the next following Business Day in the Client s location after the effective date of a notice by the Executing Broker to the Client of the amount payable (or, in the event the Client has determined the Early Termination Amount, on the next following Business Day in the Client s location after the calculation of such amount). For the avoidance of doubt, if each party notifies the other party of the Early Termination Amount where entitled to do so under Clause 2.3.3, the notification that is delivered first in time shall be effective (and any other notification shall be void). 3 Compensation for Mismatches 3.1 De-registered Transactions: The parties acknowledge that, notwithstanding any registration of the Registered Transactions by the Clearing House pursuant to Clause 1.3, the Clearing House may, pursuant to its Clearing House Rules, have the right to subsequently De-register such Registered Transactions (the De-registered Transactions ). In such circumstances, the Executing Broker and the Client shall make reasonable endeavours (including taking such actions as may be required pursuant to Clause 1.2, in relation to the Original Clearing Trade) to procure the relevant Clearing House to re-register any De-registered Transactions. 3.2 Balancing Payment: Each of the Executing Broker and the Client agree that, if: there are De-registered Transactions that are not subsequently re-registered in accordance with Clause 3.1: (i) that were on identical economic terms to the Original Clearing Trade but the termination amount determined by the Clearing House upon Deregistration of the De-registered Transactions is calculated on the basis of a transaction having different economic terms to the Original Clearing Trade; or that were not on identical economic terms to the Original Clearing Trade; or 6

8 3.2.2 the Registered Transactions were not, immediately following registration pursuant to Clause 1.3, on identical economic terms to the Original Clearing Trade, but continue to be registered by the relevant Clearing House, the Executing Broker shall determine, acting in a commercially reasonable manner, a balancing payment to be made by one party to the other in an amount that is appropriate to compensate the parties for such event. Such balancing payment shall be determined promptly (and, in any event, within 5 Business Days in the Executing Broker s location) after the parties become aware of the event leading to the balancing payment. The Executing Broker shall notify the Client promptly of the relevant balancing payment determined pursuant to this Clause 3.2 and such amount shall be payable: (a) if it is payable by the Executing Broker, on the next following Business Day in the Executing Broker s location after the calculation of such amount or (b) if it is payable by the Client, on the next following Business Day in the Client s location after the effective date of a notice by the Executing Broker to the Client of the amount payable. 4 Representations and Warranties 4.1 General: Each party represents and warrants to the other party as of the date, and to the extent, these Execution Standard Terms are incorporated and as of the date it enters into each Clearing Trade to which these Execution Standard Terms, to the extent these have been incorporated, are applicable: it has authority to incorporate these Execution Standard Terms, enter into each Clearing Trade and enter into any transactions arising from the registration of such Clearing Trade for clearing; the person incorporating these Execution Standard Terms on its behalf (whether by entry into an agreement or otherwise) has been duly authorised to do so; these Execution Standard Terms are binding upon it and enforceable against it in accordance with their terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)) and do not and will not violate the terms of any agreements to which such party is bound; and it is relying on these Execution Standard Terms in entering into such Clearing Trade. 4.2 Client Representations and Warranties: The Client represents and warrants to the Executing Broker as of the date the parties enter into each Clearing Trade to which these Execution Standard Terms, to the extent these have been incorporated, are applicable: it has entered into an agreement with the Client Clearing Broker it has elected, or which it intends to elect, to clear such Clearing Trade on its behalf; and if the Client is not a Submitting Party, it is permitted under Applicable Law to provide its Clearing Details to the Executing Broker for onward submission to the relevant Clearing House. 7

9 4.3 Effect of breach: A breach of the representation and warranty contained in Clause shall be treated as a Registration Failure in respect of any affected Clearing Trade, for which the applicable Registration Failure Cause shall be Client Failure. 5 Breach of obligations 5.1 Remedies for Breach: For the avoidance of doubt and save as provided in Clause 5.2, if either party to these Execution Standard Terms fails to comply with an obligation, or otherwise breaches a representation or term, contained in these Execution Standard Terms, such failure shall not give rise to an event of default, termination event, or similar event however described under the Non-Clearing Master Agreement that would entitle one party to terminate or accelerate any transaction or withhold any payment or delivery under any transaction, in each case governed by the Non-Clearing Master Agreement. 5.2 Remedies under the Non-Clearing Master Agreement: If a party breaches (i) its obligations under Clause or its payment obligations under Clause or 3.2, any such breach shall be treated as an equivalent breach of the Non-Clearing Master Agreement for purposes of the Non-Clearing Master Agreement. 6 Limitation of Liability Without prejudice to Clause 2.3 (including, but not limited to, 2.3.2(vii)) or 3.2, unless otherwise provided by Applicable Law or agreed by the parties hereto, neither party shall be responsible or liable for losses or damages resulting from: (i) error, negligence or misconduct of the other party (or parties), any relevant Trade Source, Matching System and/or Clearing House; failure of transmission, communication or electronic order facilities or (iii) any other cause or causes beyond its control. In no event shall a party be liable to the other party for any consequential, incidental, indirect, punitive or special damages. 7 Expenses The Client or the Executing Broker, as the case may be ( Party X ), will on demand indemnify and hold the other party ( Party Y ) harmless for and against all reasonable outof-pocket expenses incurred by Party Y arising from a failure by Party X to pay the Early Termination Amount including, but not limited to, attorney fees, costs of collection and stamp tax. Such amount shall be payable three Local Business Days after the effective date of a notice by Party Y to Party X of the amount payable. 8 Incorporation and Termination 8.1 Incorporation: These Execution Standard Terms may be updated in the future to include additional provisions and definitions, as required to reflect market practice. It is anticipated that amendments and supplements to these Execution Standard Terms will be published from time to time by LCH (including on its website, At any time a copy of the then-most recently published version of these Execution Standard Terms may be requested from the executive offices of LCH. It is anticipated that a copy of the then-most recently published version of these Execution Standard Terms will also be available from the LCH website. 8

10 8.1.2 References in a document to: (i) (iii) the Execution Standard Terms (LCH) are to the most recently published version of these Execution Standard Terms as of the date on which parties enter into the relevant document; the Execution Standard Terms (LCH) v[x] are to the xth version of these Execution Standard Terms; and/or the Execution Standard Terms (LCH) (Transaction) are, in a document that may govern future transactions and in relation to each such transaction entered into under that document, to the most recently published version of these Execution Standard Terms as of the date on which the parties enter into the relevant transaction that is governed by the document The parties to a document (including in electronic form) may incorporate these Execution Standard Terms into that document: (i) in whole: (a) (b) (c) the most recently published version of these Execution Standard Terms as of the date on which the parties enter into the relevant document by specifying in the document Execution Standard Terms (LCH) - Applicable ; a particular (or xth) version of these Execution Standard Terms by specifying in the document Execution Standard Terms (LCH) v[x] - Applicable ; or in relation to a future transaction that may be governed by that document, the most recently published version of these Execution Standard Terms as of the date on which the parties enter into the relevant transaction that is governed by the document by specifying in the document Execution Standard Terms (LCH) (Transaction) - Applicable ; (iii) in part, by specifying wording in the document indicating that, and the extent to which, the document incorporates these Execution Standard Terms; or by entering into a document substantially in the form of, or to the same effect as, Exhibit A or Exhibit B Unless otherwise agreed, where the parties incorporate these Execution Standard Terms into a document (including in electronic form), they will incorporate the most recently published version of these Execution Standard Terms as of the date on which they enter into the relevant document. If parties want to exclude one or more amendments or supplements made to these Execution Standard Terms or specify a particular version of these Execution Standard Terms, they should, in the relevant document, specify the amendment(s) or supplement(s) they wish to exclude or specify a particular version number of these Execution Standard Terms. If parties want to incorporate into a document the most recently published version of these Execution Standard Terms as published on or after the date on which they enter into the relevant document, so that all transactions governed by that document incorporate the most recently published version of these Execution Standard Terms 9

11 as of the date on which the parties enter into the relevant transaction that is governed by the document, they should, in the relevant document, specify that Execution Standard Terms (LCH) (Transaction) will apply. Where a document that may govern future transactions incorporates a version of these Execution Standard Terms and a document that governs a particular transaction under the first document each provides that a different version of these Execution Standard Terms shall apply to the same transaction or where the provisions or definitions of these Execution Standard Terms that are incorporated into one such document conflict with the provisions of the other, then the document that was most recently entered into shall govern All provisions and definitions so incorporated in a document shall supplement and become part of, and be applicable to, that document unless otherwise provided in that document but regardless of any entire agreement provisions, and all terms defined in these Execution Standard Terms and used in any provision or definition that is in, or incorporated by reference into, a document that incorporates these Execution Standard Terms will have the respective meanings set forth in these Execution Standard Terms unless otherwise provided in that document. All references in the Execution Standard Terms to that document shall include references to that document as supplemented by the terms incorporated into it These Execution Standard Terms are designed to be supplemented by Execution Terms. Execution Terms shall be validly incorporated into these Execution Standard Terms by specifying, under or adjacent to the language that incorporates these Execution Standard Terms into any document, the words Execution Terms followed by the relevant Execution Terms. 8.2 Termination: The Executing Broker and the Client shall be bound by, and subject to, these Execution Standard Terms until such time as the agreement by which the Executing Broker and the Client agree to incorporate these Execution Standard Terms is terminated in accordance with its terms or as the Executing Broker and the Client otherwise agree. Notwithstanding any such termination, these Execution Standard Terms shall remain in effect in respect of all Clearing Trades entered into by the Client with the Executing Broker on or before the day on which such termination is effective. 8.3 Saving provision: Notwithstanding anything to the contrary in these Execution Standard Terms (including, but not limited to Clauses 8.1.2(iii), 8.1.3(i)(c) and 8.1.4), where: the parties have, prior to the date of publication of this version 2.0 of these Execution Standard Terms, elected or otherwise agreed, in relation to a document that may govern future transactions, to apply the most recently published version of these Execution Standard Terms as of the date on which the parties enter into the relevant transaction that is governed by the document; and such previous election or agreement did not have the effect of incorporating the then-most recently published version of these Execution Standard Terms into either a 1992 or 2002 ISDA Master Agreement (including, for the avoidance of doubt, a deemed 1992 or 2002 ISDA Master Agreement), then clauses 6 (Notices), 7 (Recording), 8 (Partial Invalidity), 9 (No Waiver of Rights), 10 (Governing Law and Jurisdiction) and the definitions of Convention Court and Proceedings, each as set out in version 1.0 of these Execution Standard Terms published on 8 October 2012, will continue to apply mutatis mutandis to such future transactions 10

12 governed by these Execution Standard Terms, except to the extent that parties have entered into alternative arrangements that address the substance of the issues covered by those clauses and/or definitions. 9 Definitions In the agreement incorporating these Execution Standard Terms, each of the following terms shall have the meaning specified below: Acceptance Cut-Off Time means, in relation to a Clearing Trade (i) if the Submission Time is prior to the Late-Day Cut-Off, the expiry of the Acceptance Period after the Submission Time for that Clearing Trade or if the Submission Time is on or after the Late-Day Cut-Off, the later of the expiry of the Acceptance Period after the Submission Time for that Clearing Trade and 10:30 a.m. Local Time on the Clearing House Business Day immediately following the day such Clearing Trade was submitted for clearing. Acceptance Period means, unless otherwise agreed a period of 90 minutes from the Submission Time. Affected Party shall have the meaning given to it in the Non-Clearing Master Agreement. Applicable Law means all applicable governmental laws and regulations, and the rules, regulations, interpretations, protocols, customs and usages of any applicable selfregulatory organisation, Matching System or Clearing House, as amended from time to time. Business Day means, in relation to a location, a day on which commercial banks are open for general business and settlement purposes in such location. Clearing Broker means each of the Client Clearing Broker and the EB Clearing Broker. Clearing Details means, in relation to a Clearing Trade and a party, such information, other than the Trade Details, as the Clearing House may require from that party at the initial stage of submission for clearing in order for the Clearing Trade to be cleared, including details of the Clearing Broker for that party and other information that, unless otherwise specified in these Execution Standard Terms, that party is not required to disclose to the other party. Clearing House means, in relation to a Clearing Trade, the central counterparty at which the parties agree, at the time such Clearing Trade is entered into or as they otherwise agree, such Clearing Trade shall be cleared. Clearing House Business Day means, in relation a Clearing House, a day on which such Clearing House is open for general business and settlement purposes. Clearing House Cut-Off means, in relation to a Clearing House and a Clearing House Business Day, the earlier of (i) 7:00 p.m. Local Time and the latest time at which a Clearing Trade may be submitted to such Clearing House and be accepted for clearing on the same day. Clearing House Rules means the rules, regulations, procedures or other materials promulgated by a Clearing House and binding on its members. Clearing Trade has the meaning set forth in Clause 1.1 of these Execution Standard Terms. 11

13 Client means the party specified as Client in any document that incorporates these Execution Standard Terms. Client Clearing Broker means, in relation to a Clearing Trade and a Clearing House, the clearing member of such Clearing House selected by the Client as the entity through which it wishes to clear such Clearing Trade at such Clearing House. De-register means action (howsoever taken) by the relevant Clearing House to cease to clear the Registered Transactions (i) by removing these from the Clearing House s records of cleared transactions or by entry into offsetting transactions and compression of such Registered Transactions and offsetting transactions, in each case, in accordance with the relevant Clearing House Rules. De-registered Transactions has the meaning set forth in Clause 3.1 of these Execution Standard Terms. Early Termination Amount means, in relation to a Clearing Trade, the amount payable upon its termination in accordance with Clause or 2.1.7, as determined in accordance with Clause 2.3. EB Clearing Broker means, in relation to a Clearing Trade and a Clearing House, the Executing Broker or, if the Executing Broker is not a clearing member of the relevant Clearing House or wishes to appoint a different entity as clearing member for it, such clearing member of the relevant Clearing House selected by the Executing Broker as the entity through which it wishes to clear such Clearing Trade at such Clearing House. Execution Terms has the meaning set forth in Clause of these Execution Standard Terms. Executing Broker means the party specified as Executing Broker in any document that incorporates these Execution Standard Terms. Fallback Valuation Principles means if the Registration Failure Cause is: (i) (iii) Client Clearing Broker Failure or Client Failure, Executing Broker Side; Executing Broker Clearing Broker Failure or Executing Broker Failure, Client Side; or No Fault Failure, Mid-Market. Information Cut-Off Time means, in relation to a Clearing Trade, the expiry of the Information Period after the Trade Time for that Clearing Trade. Information Period means, unless otherwise agreed, a period of 120 minutes. ISDA means the International Swaps and Derivatives Association, Inc. Late-Day Cut-Off means, in relation to a Clearing Trade and a Clearing House, the time falling three hours prior to the Clearing House Cut-Off. Local Time means the time in London (when the relevant Clearing House is in the United Kingdom), New York City (when the relevant Clearing House is in the U.S.), and otherwise in the city where such Clearing House is located. Where a Clearing House offers more than one clearing platform or makes clearing available through a single platform in multiple jurisdictions having different Local Times, the time zone stated as applicable in the relevant Clearing House s rules for a particular platform and jurisdiction shall be the relevant Local 12

14 Time for that Clearing House with respect to that platform for the purposes of these Execution Standard Terms. Matched Transaction means a Clearing Trade in respect of which both parties have either (i) submitted Trade Details to a Matching System electronically at the time of entering into the Clearing Trade, which Matching System has confirmed that the Trade Details so submitted are the same or submitted (including where only one party is a Matching Party, procuring the other party to submit on its behalf), Trade Details to a Matching System electronically after entering into such Clearing Trade, which Matching System has confirmed that the Trade Details so submitted are the same. Matching Cut-Off Time means, in relation to a Clearing Trade, the expiry of the Matching Period after the Trade Time for that Clearing Trade. Matching Party means a party to these Execution Standard Terms that is a participant in a Matching System. Matching Period means, unless otherwise agreed, a period of 150 minutes. Matching System means an electronic facility, trading system or platform that provides services for real-time or post-execution centralised matching of trade data in relation to derivatives transactions submitted by its participants and can include a Trade Source and an MTF/OTF and, in relation to a Clearing Trade, means such electronic facility, trading system or platform that is agreed between the parties. MTF/OTF means, in relation to a Clearing Trade, an electronic facility (whether bilateral or multilateral), system or platform in which multiple participants or third-party buying and selling interests in financial instruments are brought together and are able to interact in a way that may result in a Clearing Trade. Non-Cleared Transaction means an uncleared transaction subject to the Non-Clearing Master Agreement. Non-Clearing Master Agreement means the agreement, as may be further identified in the Execution Terms or otherwise, to which transactions between the parties of a type governed by these Execution Standard Terms are subject and, if no such agreement is identified, means an agreement in the form of a 2002 ISDA Master Agreement governed by such law as may be specified in the Execution Terms or, if no such law is specified, governed by English law. Original Clearing Trade has the meaning set forth in Clause 1.3 of these Execution Standard Terms. Proposed Cleared Transaction means, in relation to a Clearing Trade, any transaction that will arise between the relevant party and a Clearing House upon such Clearing House registering such Clearing Trade. Registered Transactions has the meaning set forth in Clause 1.3 of these Execution Standard Terms. Registration Failure means, in relation to a Clearing Trade, any event the result of which is the Clearing Trade, or any related Proposed Cleared Transactions, is not (i) accepted for clearing (for whatever reason) by the Clearing Broker of one or more of the parties by the Acceptance Cut-Off Time; registered for clearing (for whatever reason) by the relevant Clearing House by the Registration Long-Stop Time or (iii) submitted for clearing (for 13

15 whatever reason and including, but not limited to, failure of any of the parties to comply with their respective obligations under Clause 1.2) to the relevant Clearing House by the Submission Cut-Off Time. Registration Failure Cause means, in addition to any Registration Failure Cause that may be specified or defined in the Execution Terms, the following defined terms: (i) (iii) (iv) (v) Client Clearing Broker Failure means, in relation to a Clearing Trade, that the Registration Failure was as a result of any action or inaction on the part of the Client s Clearing Broker including, without limitation, a failure by such Clearing Broker to accept the relevant Proposed Cleared Transaction or to comply with the relevant Clearing House Rules relating to acceptance and registration of the relevant Proposed Cleared Transaction; Client Failure means, in relation to a Clearing Trade, that the Registration Failure was the result of the Client failing to comply with its obligations under these Execution Standard Terms, the relevant Clearing House Rules or the applicable rules of the Trade Source or the relevant Matching System; Executing Broker Clearing Broker Failure means, in relation to a Clearing Trade, that the Registration Failure was as a result of any action or inaction on the part of the Executing Broker s Clearing Broker including, without limitation, a failure by such Clearing Broker to accept the relevant Proposed Cleared Transaction or to comply with the relevant Clearing House Rules relating to acceptance and registration of the relevant Proposed Cleared Transaction; Executing Broker Failure means, in relation to a Clearing Trade, that the Registration Failure was the result of the Executing Broker failing to comply with its obligations under these Execution Standard Terms, the relevant Clearing House Rules or the applicable rules of the Trade Source or the relevant Matching System; and No Fault Failure means, in relation to a Clearing Trade, that the Registration Failure was not the result of any other applicable Registration Failure Cause. Registration Long-Stop Time means, in relation to a Clearing Trade, unless otherwise agreed, the Submission Time, on the day that is one Clearing House Business Day after the day on which such Submission Time occurred. Rejecting Party has the meaning set forth in Clause of these Execution Standard Terms. Selecting Party means (i) in relation to Clauses 2.1.1, 2.1.2, 2.1.3, 2.1.4, and (at any point up to or prior to the Registration Long-Stop Time) 2.1.7, the Executing Broker; in relation to Clause 2.1.6, the Client and (iii) at any point after the Registration Long-Stop Time, in relation to Clause 2.1.7, each of the Executing Broker and the Client. Submission Cut-Off Time means, in relation to a Clearing Trade (i) if a Clearing Trade does not become a Matched Transaction by the Matching Cut-Off Time, the Matching Cut- Off Time otherwise (a) the expiry of the Submission Period after the time that a Clearing Trade becomes a Matched Transaction or (b) if the Client is not a Submitting Party and if it is later than the time in sub-paragraph (a) above, the expiry of the Submission Period after the time that the Client provides its Clearing Details to the Executing Broker pursuant to Clause

16 Submission Period means, unless otherwise agreed (i) in relation to subparagraph (a) of the definition of Submission Cut-Off Time, a period of 5 minutes and in relation to sub-paragraph (b) of the definition of Submission Cut-Off Time, a period of 30 minutes. Submission Time means, in relation to a Clearing Trade, the time at which the Executing Broker and the Client have satisfied their respective obligations under Clause 1.2 or, if such Clearing Trade is subject to Clause 2.2.1, the time at which the Executing Broker and the Client have satisfied their revised obligations under Clause 1.2. submit means to submit or to affirm details previously submitted by the other party, as the case may be, and submitted shall be construed accordingly. Submitting Party means a party to these Execution Standard Terms that is a participant in a Trade Source. Trade Details means, in relation to a Clearing Trade, the terms of that Clearing Trade agreed between the parties that are required to be submitted to a Clearing House in order for it to be cleared. Trade Source means, in relation to a Clearing House, any electronic system or process through which such Clearing House will accept submission of a Clearing Trade for clearing pursuant to its Clearing House Rules from its participants, and can include an MTF/OTF. If a Clearing House accepts submission of a Clearing Trade for clearing via more than one such system or process, references to Trade Source shall be read to mean (i) the particular Trade Source agreed between the parties in relation to the Clearing Trade or if no particular Trade Source has been agreed, any Trade Source. Trade Time means, in relation to a Clearing Trade, the time at which such Clearing Trade was entered into between the parties or, if such Clearing Trade is subject to Clause 2.2.1, the time at which one or more of the parties is first required to comply with the new submission obligations. Valuation Principles means, in addition to any Valuation Principles that may be specified or defined in the Execution Terms, the following defined terms: (i) (iii) Client Side means the calculation of an Early Termination Amount is performed on the basis that the Executing Broker is the sole Affected Party solely for the purposes of Section 6(e) and the Executing Broker shall determine the Early Termination Amount; Executing Broker Side means the calculation of an Early Termination Amount is performed on the basis that the Client is the sole Affected Party solely for the purposes of Section 6(e) and the Executing Broker shall determine the Early Termination Amount; and Mid-Market means the determination of an Early Termination Amount at midmarket pursuant to clauses (3)(A) and (3)(B) of Section 6(e), with the Executing Broker being the Determining Party (as such term is defined in the deemed 2002 ISDA Master Agreement) for the purposes of clauses (3)(A) and (3)(B) of Section 6(e). In determining the Early Termination Amount in accordance with (i) or above, references to the Determining Party in the first paragraph of the definition of Close-out Amount in the deemed 2002 ISDA Master Agreement shall be deemed to be references to the Non- 15

17 affected Party and references to the Determining Party in other paragraphs of the definition of Close-out Amount in the deemed 2002 ISDA Master Agreement shall be interpreted as the Determining Party (acting from the perspective of the Non-affected Party), and all related references in this definition shall be construed accordingly. 16

18 Accession Agreement between: [ ] (the Executing Broker ) [ ] (the Client ) Date: [ ] Exhibit A Form of Accession Agreement 1 This Accession Agreement relates to the Execution Standard Terms for Client Clearing, as published by LCH.Clearnet Limited (the Execution Standard Terms ). The [Execution Standard Terms (LCH)]/[Execution Standard Terms (LCH) v[x]]/[execution Standard Terms (LCH) (Transaction)] are hereby incorporated into [the [1992]/[2002] ISDA Master Agreement entered into between the Executing Broker and the Client dated [date]/[provide details of the existing agreement between the parties into which the Execution Standard Terms are being incorporated]] and modified, amended or supplemented as set out below, and terms used herein and not otherwise defined shall have the respective meanings given to them in the Execution Standard Terms. 2 Execution Terms 3 [Insert any Execution Terms from Exhibit C to the Execution Standard Terms that are to be specified] The governing law, jurisdiction and service of process provisions contained in the Non-Clearing Master Agreement apply to this Accession Agreement as if set out in full. In witness whereof the parties have executed this Accession Agreement on the date stated at the beginning. Signed for and on behalf of [EXECUTING BROKER] [insert appropriate signature block] Signed for and on behalf of [CLIENT] [insert appropriate signature block] This exhibit sets out a suggested form of Accession Agreement that parties may wish to use when incorporating the Execution Standard Terms into an existing Non-Clearing Master Agreement, pursuant to Clause of the Execution Standard Terms. If parties wish to incorporate the Execution Standard Terms by amending and restating their ISDA Master Agreement, they can do so by simply incorporating this paragraph into their ISDA Master Agreement. Insertion of Execution Terms is wholly optional parties may choose to rely on the fallbacks provided in the Execution Standard Terms or may choose to specify certain provisions under this section. 17

19 Execution Agreement between: [ ] (the Executing Broker ) [ ] (the Client ) Date: [ ] Exhibit B Form of Execution Agreement 1 This Execution Agreement relates to the Execution Standard Terms for Client Clearing, as published by LCH.Clearnet Limited (the Execution Standard Terms ). The [Execution Standard Terms (LCH)]/[Execution Standard Terms (LCH) v[x]]/[execution Standard Terms (LCH) (Transaction)] are hereby incorporated into this Execution Agreement 2 and modified, amended or supplemented as set out below, and terms used herein and not otherwise defined shall have the respective meanings given to them in the Execution Standard Terms. The rights and obligations of the parties under this Execution Agreement are supplemental to those in the Non-Clearing Master Agreement. In the event of any inconsistency between the provisions of the Non-Clearing Master Agreement and this Execution Agreement, this Execution Agreement will prevail in relation to Clearing Trades only. Execution Terms 3 [Insert any Execution Terms from Exhibit C to the Execution Standard Terms that are to be specified] Additional Provisions 4 1 Notices [The notice provisions contained in the Non-Clearing Master Agreement shall apply to this Execution Agreement mutatis mutandis.] 5 / [Unless otherwise agreed, all notices, instructions and other communications to be given to a party under this Execution Agreement shall be given to the address or facsimile number or address (and, in the case of any communication sent via , shall also be given promptly thereafter to the address) of such party or by telephone to such representative of such party as has been notified to the other party, as may be changed from time to time by notice to the other party. In the case of any communication by , failure to deliver such communication to the address of the receiving party shall not affect the validity or effectiveness of the This exhibit sets out a suggested form of Execution Agreement that parties may wish to use when incorporating the Execution Standard Terms into a separate standalone agreement, pursuant to Clause of the Execution Standard Terms. If parties wish to identify an existing Non-Clearing Master Agreement that the Execution Standard Terms relate to, they may do so by specifying this in the Execution Terms. If no Non-Clearing Master Agreement is specified, the fallback in the Execution Standard Terms will apply. Insertion of Execution Terms is wholly optional parties may choose to rely on the fallbacks provided in the Execution Standard Terms or may choose to specify certain provisions under this section. The following boilerplate clauses have been included to aid parties that wish to enter into an Execution Agreement parties should consider whether these provisions are (or, where more than one formulation has been set out, which of these is) appropriate for their purposes and/or if they wish to include any other provisions in the Execution Agreement. Include if the Non-Clearing Master Agreement has a notices provision which the parties wish to adhere to when entering into an Execution Agreement. 18

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