Unless otherwise required by the context, the following terms shall have the following meanings in the Agreement: A in the case of an FX Transaction, the following information: London time on such date, or, if major banks do not offer deposits in such Currency in the London interbank market on such date, the average rate at which deposits in the Currency for the relevant amount and time period are offered by major banks in the relevant foreign exchange market at such time on such date as may be determined by the Party making the determination.
The Parties acknowledge that all FX Transactions and Options are entered into in reliance upon such fact, it being understood that the Parties would not otherwise enter into any FX Transaction or Option.
FX Transactions and Options shall be promptly confirmed by the Parties by Confirmations exchanged by mail, telex, facsimile or other electronic means from which it is possible to produce a hard copy. The failure by a Party to issue a Confirmation shall not prejudice or invalidate the terms of any FX Transaction or Option.
In the event of any inconsistency between the provisions of the Schedule and the other provisions of the Agreement, the Schedule will prevail. Unless otherwise agreed in writing by the Parties, the Buyer shall be obligated to pay the Premium related to an Option no later than its Premium Payment Date. If agreed in Part V of the Schedule, any Call or any Put written by a Party will automatically be discharged and terminated, in whole or in part, as applicable, against a Call or a Put, respectively, written by the other Party, such discharge and termination to occur automatically upon the payment in full of the last Premium payable in respect of such Options; provided that such discharge and termination may only occur in respect of Options: Such discharge and termination shall be effective notwithstanding that either Party may fail to.
In the case of a partial discharge and termination i. Any Notice of Exercise shall unless otherwise agreed: Unless otherwise agreed by the Parties, an Option may be exercised only in whole. In the latter case, the sole obligations of the Parties with respect to settlement of such Option shall be to deliver or receive the In-the-Money Amount of such Option on the Settlement Date.
The Seller shall notify the Buyer of its election of the method of settlement of an automatically exercised Option as soon as practicable after the Expiration Time. An exercised Option shall settle on its Settlement Date. An Option shall be settled at its In-the-Money Amount if so agreed by the Parties at the time such Option is entered into. In such case, the In-the-Money Amount shall be determined based upon the Spot Price at the time of exercise or as soon thereafter as practicable.
The sole obligations of the Parties with respect to settlement of such Option shall be to deliver or receive the In-the-Money Amount of such Option on the Settlement Date. Subject to Sections 6. If, on any date, more than one delivery of a particular Currency under Currency Obligations is to be made between a pair of Settlement Netting Offices, then each Party shall aggregate the amounts of such Currency deliverable by it and only the difference between these aggregate amounts shall be delivered by the Party owing the larger aggregate amount to the other Party, and, if the aggregate amounts are equal, no delivery of the Currency shall be made.
If the Parties enter into an FX Transaction through a pair of Novation Netting Offices giving rise to a Currency Obligation for the same Value Date and in the same Currency as a then existing Currency Obligation between the same pair of Novation Netting Offices, then immediately upon entering into such FX Transaction, each such Currency Obligation shall automatically and without further action be individually canceled and simultaneously replaced by a new Currency Obligation for such Value Date determined as follows: The provisions of Sections 6.
Each Party covenants to the other Party that: If an Event of Default has occurred and is continuing, then the Non-Defaulting Party shall have the right to close out all, but not less than all, outstanding Currency Obligations including any Currency Obligation which has not been performed and in respect of which the Value Date is on or precedes the Close-Out Date and Options, except to the extent that in the good faith opinion of the Non-Defaulting Party certain of such Currency Obligations or Options may not be closed out under applicable law.
Such close-out shall be effective upon receipt by the Defaulting Party of notice that the Non-Defaulting Party is terminating such Currency Obligations and Options. The Non-Defaulting Party shall have the right to liquidate such closed-out Currency Obligations and Options as provided below. The Non-Defaulting Party shall calculate in good faith, with respect to each such terminated Currency Obligation, except to the extent that in the good faith opinion of the Non-Defaulting Party certain of such Currency Obligations may not be liquidated as provided herein under applicable law, as of the Close-Out Date or as soon thereafter as reasonably practicable, the Closing Gain, or, as appropriate, the Closing Loss, as follows: C if the sum determined under B 1 is greater than the sum determined under B 2 , the difference shall be the Closing Gain for such Value Date; if the sum determined under B 1 is less than the sum determined under B 2 , the difference shall be the Closing Loss for such Value Date.
The Non-Defaulting Party shall aggregate the following amounts so that all such amounts are netted into a single liquidated amount payable to or by the Non-Defaulting Party: To liquidate unexercised Options and exercised Options to be settled at their In-the-Money Amounts that have been terminated by close-out, the Non-Defaulting Party shall: Calculate in good faith with respect to each such terminated Option, except to the extent that in the good faith opinion of the Non-Defaulting Party certain of such Options may not be liquidated as provided herein under applicable law, as of the Close-Out Date or as soon as reasonably practicable thereafter a settlement amount for each Party equal to the aggregate of: Net such settlement amounts with respect to each Party so that all such amounts are netted to a single liquidated amount payable by one Party to the other Party.
The Non-Defaulting Party shall net or, if both are payable by one Party, add the liquidated amounts payable under Sections 8. The net amount payable by one Party to the other Party pursuant to the provisions of Sections 8.
Such amounts are payable for the loss of bargain and the loss of protection against future risks and, except as otherwise provided in the Agreement, neither Party will be entitled to recover any additional damages as a consequence of such losses. Each Party will be deemed to represent to the other Party on the date on which it enters into an FX Transaction or Option that absent a written agreement between the Parties that expressly imposes affirmative obligations to the contrary for that FX Transaction or Option: Unless otherwise agreed, all notices, instructions and other communications to be given to a Party under the Agreement shall be given to the address, telex if confirmed by the appropriate answerback , facsimile confirmed if requested or telephone number and to the individual or department specified by such Party in Part III of the Schedule.
No indulgence or concession granted by a Party and no omission or delay on the part of a Party in exercising any right, power or privilege under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
Where one of the Parties to the Agreement is domiciled in the United States, the Parties intend that the Agreement shall be a master agreement, as referred to in 11 U.
Headings in the Agreement are for ease of reference only. If the Parties have executed a Credit Support Document, such Credit Support Document shall be subject to the terms of the Agreement and is hereby incorporated by reference in the Agreement. In the event of any conflict between a Credit Support Document and the Agreement, the Agreement shall prevail, except for any provision in such Credit Support Document in respect of governing law.
The Agreement shall be governed by, and construed in accordance with, the laws of the jurisdiction set forth in Part XII of the Schedule. The entities listed in Exhibit I to the Schedule of this Agreement. As specified in the relevant Confirmation or as otherwise advised. Same as Part II. Automatic Exercise of Options. Party B appoints the following as its agent for service of process in any Proceedings in State of New York: Certain Regulatory Representations A.
Each Party will provide notice to the other Party in the event that it is aware that it is in breach of any aspect of this representation or is aware that with the passing of time, giving of notice or expiry of any applicable grace period it will breach this representation. The following Commodity Exchange Act representation shall apply: In the case of a partial termination and discharge i. All terms in this Part shall have the meanings given them above or in the Definitions, unless not defined above or in the Definitions, in which case the term shall have the meaning given in the Agreement.
In the event of any inconsistency between the Definitions and a Confirmation, the terms of the Confirmation shall govern for the purpose of the relevant Transaction.
In the event of any inconsistency between the Definitions and the Agreement, the Definitions shall prevail. Transaction or Currency Option Transaction, and the Parties shall be subject to the Disruption Fallbacks including but not limited to No Fault Termination specified as applicable pursuant to the Definitions or such Confirmation.
If a Party elects to so liquidate less than all Affected Transactions, it may liquidate additional Affected Transactions on a later day or days if the relevant Force Majeure Event is still in effect. If an event occurs that would otherwise constitute both a Force Majeure Event and an Event of Default, that event will be treated as a Force Majeure Event and will not constitute an Event of Default.
If Collateral was delivered in connection with a particular agreement between Party B and Party A or any of its affiliates, then such Collateral shall secure first the obligations of Party B with respect to such agreement and second all other obligations of Party B to Party A or any of its affiliates in such order as Party A shall determine in its sole discretion.
Party A and its affiliates and Party B hereby each acknowledge and agree that each of Party A and its affiliates which holds Collateral holds such Collateral for itself and also as agent and bailee for all other of Party A and its affiliates which are secured parties hereunder or under any agreement between Party B and Party A or any of its affiliates.
Party B represents and warrants that it owns the Margin Collateral and the Collateral to be pledged and assigned to each of Party A and its affiliates hereunder and under any other agreement between Party B and Party A or any of its affiliates, free and clear of any liens, equities, claims including, without limitation, participation interests and transfer restrictions. Party B covenants and agrees that it will not sell, assign, transfer, exchange or otherwise.
Any purported sale, assignment, transfer, exchange, disposition, grant or lien of the Margin Collateral or the Collateral by Party B that is not permitted under the foregoing sentence shall be null and void and shall constitute an Event of Default hereunder and under any agreement between Party B and Party A or any of its affiliates immediately prior to the taking of any such action, if Party A so deems it being understood that there shall be no grace period with respect to obligations of Party B pursuant to this Part XX.
Without limitation on the foregoing, Party B agrees to take such action as Party A in its sole discretion may deem necessary or advisable in the event of any change in applicable law, including, without limitation, Articles 8 and 9 of the UCC and the Regulations of the Department of the Treasury and other governmental bodies governing transfers of interests in U.
Morgan Stanley Spectrum Currency L. In all respects, the rights of the Secured Party under the Schedule with respect to Margin shall not be affected by the appointment of a Custodian hereunder.
The provisions of this Addendum in no way diminish or otherwise affect the rights of the Secured Party under the Agreement.
As used herein, the following terms have the following meaning: Anything in this Addendum notwithstanding, the Custodian hereby agrees to comply with entitlement orders and other instructions of the Secured Party with respect to the Special Custody Account and any Margin without further consent of the Pledgor. The Pledgor hereby consents to such agreement. The Custodian will hold the Margin in, and credit the Margin to, the Special Custody Account, separate and apart from any other property of the Pledgor that may be held by the Custodian, subject to the interest therein of the Secured Party as the Pledgee thereof in accordance with the terms of the Agreement.
The Custodian continuously represents that Margin will not be subject to any other lien, charge, security interest or other right or claim of the Custodian or any person claiming through the Custodian.
The Custodian will confirm in writing to the Secured Party and the Pledgor all pledges, releases, substitutions or distributions of Margin permitted under the Agreement, and will inform the Secured Party upon request of the kind and amount of Margin pledged to the Secured Party. With respect to any losses or liabilities, the Custodian shall be protected in acting pursuant to any instructions from the Pledgor or Advices from the Secured Party believed by the Custodian in good faith to be genuine and authorized.
The Pledgor agrees to indemnify the Custodian for, and hold it harmless against, any loss, liability or expense incurred by the Custodian, without negligence or bad faith on the part of the Custodian, arising out of this Addendum. The Pledgor continuously represents and warrants to the Secured Party that securities included at any time in the Margin shall be in good deliverable form or Custodian shall have the unrestricted power to put such securities into good deliverable form in accordance with the requirements of such exchanges as may be the primary market or markets for such securities.
Each of the Pledgor, the Secured Party and the Custodian continuously represents and warrants that: The Secured Party and the Pledgor hereby acknowledge that the Custodian holds securities and cash as custodian for its customers through sub-custodians, depositaries and deposit-taking banks which maintain omnibus accounts on behalf of customers of the Custodian. Securities held in the Special Custody Account may be held at the Depository Trust Company or other book-entry depository systems in the account of the Custodian, save that Margin denominated in currencies other than US Dollars may be held by a sub-custodian for the Custodian other than in book-entry form.
The Custodian will also advise the Secured Party upon request, at any time, of the kind and amount of Margin pledged to the Secured Party. The Custodian makes no representations as to the existence, perfection or enforceability of any security interest, charge, lien or other rights of the Pledgor in or to the Margin.
The Pledgor shall pay the Custodian as compensation for its services pursuant to this Addendum such compensation as may from time to time be agreed upon in writing between the Pledgor and the Custodian. This Addendum may be executed in one or more counterparts, all of which together shall constitute but one and the same instrument.
Any of the parties hereto may terminate the custodial relationship by notice, given at least 10 business days prior to the date of such intended termination, in writing to the other parties hereto; provided, however, that should the Custodian or the Pledgor seek to terminate, then the Pledgor must designate a replacement Custodian, which the Secured Party has, in the exercise of its sole discretion, approved.
Custodian agrees to remain as the Custodian until such time as a replacement Custodian has been approved and such replacement Custodian has agreed to the terms of its service hereunder and under the Agreement. Written communications hereunder shall be sent in the manner specified in the Agreement addressed: Morgan Stanley Capital Group Inc. Foreign Exchange Trading Desk. This Addendum will be governed by the laws of the State of New York applicable to transactions entered into and to be performed wholly within the State of New York.
Scope of the Agreement. Each of the following shall be a Designated Office: Name of Individual or Department to whom Notices are to be sent: Foreign Exchange Trading Department. Each of the following shall be a Settlement Netting Office: Each of the following shall be a Novation Netting Office: Matched Pair Novation Netting Offices.
Cash Settlement of FX Transactions. The following provision shall apply:More...