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Clearing Rules

Table of Contents

EXHIBIT A
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6. MISCELLANEOUS

611. Relation to Insolvency Laws.

(a) ICE Clear Credit and each Participant intend that certain provisions of these Rules 

be interpreted in relation to certain terms (identified by quotation marks) that are 

used or defined in the “Clearing organization netting” provisions of the Federal 

Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), 12 U.S.C. § 

4404, as amended, as follows:

(i) ICE Clear Credit is a “clearing organization.”

(ii) An obligation of a Participant to make a payment to ICE Clear Credit, or of 

ICE Clear Credit to make a payment to a Participant, subject to a netting 

agreement, is a “covered clearing obligation” and a “covered contractual 

payment obligation.”

(iii) An entitlement of a Participant to receive a payment from ICE Clear Credit, 

or of ICE Clear Credit to receive a payment from a Participant, subject to a 

netting contract, is a “covered contractual payment entitlement.”

(iv) ICE Clear Credit is a “member,” and each Participant is a “member.”

(v) The amount by which the covered contractual payment entitlements of a 

Participant or ICE Clear Credit exceed the covered contractual payment 

obligations of such Participant or ICE Clear Credit after netting under a 

netting contract is its “net entitlement.”

(vi) The amount by which the covered contractual payment obligations of a 

Participant or ICE Clear Credit exceed the covered contractual payment 

entitlements of such Participant or ICE Clear Credit after netting under a 

netting contract is its “net obligation.”

(vii) These Rules and any other agreement between ICE Clear Credit and a 

Participant governing Contracts are a “netting contract” and include 

“security agreements or arrangements or other credit enhancements related 

to such netting contract.”

(viii) The rights granted to ICE Clear Credit herein upon the Default of a 

Participant are all rights that enable ICE Clear Credit to “terminate, liquidate, 

accelerate and net” the related Open Positions.

(b) ICE Clear Credit and each Participant intend that certain provisions of these Rules 

be interpreted in relation to certain terms (identified by quotation marks) that are 

used or defined in Section 11(e) of the Federal Deposit Insurance Act (“FDIA”), 12 

U.S.C. § 1821(e)(8), as amended, as follows:

(i) Each Open Position is a “swap agreement.”
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(ii) These Rules and any other agreement between ICE Clear Credit and a 

Participant governing Contracts constitute a “master agreement” and each 

security interest granted and each transfer of title provided for herein 

(including each Participant’s grant of a security interest in Margin and 

Collateral) constitutes a “security agreement or arrangement or other credit 

enhancement” in connection with or related to a “swap agreement.”

(iii) The rights granted to ICE Clear Credit herein upon the Default of a 

Participant are rights that enable ICE Clear Credit “to cause the termination, 

liquidation, or acceleration” of the Defaulting Participant’s Open Positions 

and “to offset or net out any termination value, payment amount, or other 

transfer of” any Open Positions.

(iv) Each Participant’s Transfer of Collateral to the General Guaranty Fund 

constitutes a “security arrangement or other credit enhancement” related to 

a “swap agreement” and therefore is itself a “swap agreement.”

(c) ICE Clear Credit and each Participant intend that certain provisions of these Rules 

be interpreted in relation to certain terms (identified by quotation marks) that are 

used or defined in Section 561 and Section 761 of Title 11 of the United States 

Code, as amended (the “Bankruptcy Code”), as follows:

(i) Each Open Position is a “commodity contract”.

(ii) These Rules and any other agreement between ICE Clear Credit and a 

Participant governing Contracts constitute a “master agreement” and each 

security interest granted and each transfer of title provided for herein 

(including each Participant’s grant of a security interest in Margin and 

Collateral) constitutes a “security agreement or arrangement or other credit 

enhancement” related to a “commodity contract.”

(iii) The rights granted to ICE Clear Credit herein upon the Default of a 

Participant are rights that enable ICE Clear Credit “to cause the termination, 

liquidation, or acceleration” of the Defaulting Participant’s Open Positions 

and “to offset or net out any termination value, payment amount, or other 

transfer obligation arising under or in connection with” any Open Positions.

(iv) Each Participant’s Transfer of Collateral to the General Guaranty Fund 

constitutes a “security arrangement or other credit enhancement” related to 

a “commodity contract” and therefore is itself a “commodity contract.”

(d) ICE Clear Credit and each Participant intend that certain provisions of these Rules 

be interpreted in relation to certain terms (identified by quotation marks) that are 

used or defined in Section 561 and Section 741 of Title 11 of the Bankruptcy Code, 

as follows:

(i) Each Open Position is a “securities contract”.
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(ii) These Rules and any other agreement between ICE Clear Credit and a 

Participant governing Contracts constitute a “master agreement” and each 

security interest granted and each transfer of title provided for herein 

(including each Participant’s grant of a security interest in Margin and 

Collateral) constitutes a “security agreement or arrangement or other credit 

enhancement” related to a “securities contract.”

(iii) The rights granted to ICE Clear Credit herein upon the Default of a 

Participant are rights that enable ICE Clear Credit “to cause the termination, 

liquidation, or acceleration” of the Defaulting Participant’s Open Positions 

and “to offset or net out any termination value, payment amount, or other 

transfer obligation arising under or in connection with” any Open Positions.

(iv) Each Participant’s Transfer of Collateral to the General Guaranty Fund 

constitutes a “security arrangement or other credit enhancement” related to 

a “securities contract” and therefore is itself a “securities contract.”

(e) ICE Clear Credit and each Participant intend that certain provisions of these Rules 

be interpreted in relation to certain terms (identified by quotation marks) that are 

used or defined in Section 210(c) of Title II of the Dodd-Frank Wall Street Reform 

and Consumer Protection Act, as amended, as follows:

(i) Each Open Position is a “swap agreement.”

(ii) These Rules and any other agreement between ICE Clear Credit and a 

Participant governing Contracts constitute a “master agreement” and each 

security interest granted and each transfer of title provided for herein 

(including each Participant’s grant of a security interest in Margin and 

Collateral) constitutes a “security agreement or arrangement or other credit 

enhancement” related to a “swap agreement.”

(iii) The rights granted to ICE Clear Credit herein upon the Default of a 

Participant are rights that enable ICE Clear Credit “to cause the termination, 

liquidation, or acceleration” of the Defaulting Participant’s Open Positions 

and “to offset or net out any termination value, payment amount, or other 

transfer obligation arising under or in connection with” any Open Positions.

(iv) Each Participant’s Transfer of Collateral to the General Guaranty Fund 

constitutes a “security arrangement or other credit enhancement” related to 

a “swap agreement” and therefore is itself a “swap agreement.”

(f) The provisions of the Rules, Participant Agreement and ICE Clear Credit 

Procedures relating to, or that can be exercised upon, a Default including, without 

limitation, Chapter 8, Rule 20-605, Rule 20A-02 and this Chapter 10 of the Rules 

and ICE Clear Credit Procedures relating thereto and any and all actions, 

omissions, powers and arrangements of ICE Clear Credit pursuant to such 

provisions of the Rules, Participant Agreement or ICE Clear Credit Procedures are 

intended to:
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(i) constitute: "default rules" for purposes of the UK Companies Act 1989; 

(ii) include a "default waterfall" for purposes of article 45 of EMIR;

(iii) constitute "default procedures" for purposes of article 48 of EMIR;

(iv) include a "default waterfall" for purposes of article 45 of UK EMIR;

(v) constitute "default procedures" for purposes of article 48 of UK EMIR;

(vi) constitute "default arrangements" for the purposes of the Settlement Finality 

Directive;

(vii) constitute "default arrangements" for the purposes of the Settlement Finality 

Regulations;

(viii) constitute "rules on the moment of entry and irrevocability" of a system for 

the purposes of Article 5 of the Settlement Finality Directive; and

(ix) constitute "rules on the moment of entry and irrevocability" of a system for 

the purposes of paragraph 5 of the Schedule to the the Settlement Finality 

Regulations. 
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10. Settlement Finality Laws

1000. Definitions

EMIR

Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 

July 2012 on OTC derivatives, central counterparties and trade repositories.

Financial Collateral Directive

Directive 2002/47/EC of the European Parliament and of the Council of 6 June 

2002 on Financial Collateral Arrangements, including any national implementing 

measures in any member state of the European Union or the European Economic 

Area.

Financial Collateral Regulations

The UK Financial Collateral Arrangements (No. 2) Regulations 2003 (SI 

2003/3226).

FSMA

The UK Financial Services and Markets Act 2000 (as amended). 

ICE Post-Trade and Clearing Systems or ICE Systems

The trade registration, clearing processing and finance hardware and software 

used by ICE Clear Credit and Participants from time to time, as further described 

in ICE Clear Credit Procedures

Indirect Participant

A Non-Participant Party to the extent it is an “indirect participant” for purposes of 

the Settlement Finality Directive or Settlement Finality Regulations and satisfies 

any requirements in respect thereof that may be specified by ICE Clear Credit. 

Non-Cash Collateral

Any non-cash Margin or Collateral that is in the form of an asset specified in 

Schedule 401, provided that it is an SFD Security.

Payment Transfer Order

A "transfer order" falling within the first indent of Article 2(i) of the Settlement 

Finality Directive or limb (a) of the definition of "transfer order" in Regulation 2 of 

the Settlement Finality Regulations, as applicable, that is a Credit/Debit Payment 

Transfer Order subject to this Chapter 10.
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Securities Transfer Order

A "transfer order" falling within the second indent of Article 2(i) of the Settlement 

Finality Directive or limb (b) of the definition of "transfer order" in Regulation 2 of 

the Settlement Finality Regulations, as applicable, that is a Position Transfer 

Order, Collateral Transfer Order, Transaction Clearing Order or CDS Physical 

Settlement Order subject to this Chapter 10.

Settlement Finality Directive

EU Directive 98/26/EC of the European Parliament and of the Council of 19 May 

1998 on settlement finality in payment and securities settlement systems, including 

any national implementing measures in any member state of the European 

Economic Area, including any such measures pursuant to which a member state 

applies the provisions of such Directive to a third country system or collateral 

security provided in connection with participation in a third country systems 

pursuant to recital 7 of that Directive, whether to all third country systems or those 

which meet certain criteria by virtue of the implementing measure itself or whether 

pursuant to any designation, recognition or order made by the relevant Regulatory 

Body in that member state pursuant to which ICE Clear Credit is to be treated as 

a third country system for such purposes. References in this Chapter 10 to a 

section or provision of or definition in the Settlement Finality Directive shall be 

deemed to include the corresponding section or provision or definition in any 

member state law.

Settlement Finality Regulations

The UK's Financial Markets and Insolvency (Settlement Finality) Regulations 1999 

(SI 1999/2979) to the extent the same are applicable or relate to ICE Clear Credit 

or participation in ICE Clear Credit. 

SFD Custodian

A custodian located in the European Economic Area or United Kingdom used by 

ICE Clear Credit or a Participant for the holding or transfer of Non-Cash Collateral 

that is the subject of a Collateral Transfer Order, provided that such person is a 

“participant” (as defined in the Settlement Finality Directive or the Settlement 

Finality Regulations, as applicable) in the SFD System.

SFD Financial Institution 

A credit institution, bank, trust company or other financial institution located in the 

European Economic Area or United Kingdom used by ICE Clear Credit or a 

Participant for purposes of the deposit or transfer of cash in connection with the 

ICE Clear Credit Rules and ICE Clear Credit Procedures and which is an 
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“institution” as defined in the Settlement Finality Directive or the Settlement Finality 

Regulations, respectively, as applicable. 

SFD Participant

ICE Clear Credit, each Participant that is organized in a member state of the 

European Economic Area or the United Kingdom, and each SFD Financial 

Institution and SFD Custodian, in the case of any such Person (other than ICE 

Clear Credit) to the extent that it is a 'participant' (as defined in the Settlement 

Finality Directive or the Settlement Finality Regulations, as applicable) in the SFD 

System, and this Chapter 10 shall apply equally to any insolvency practitioner 

appointed for, or with powers in respect of, an SFD Participant.

SFD Security

A 'security', as defined in the Settlement Finality Directive or the Settlement Finality 

Regulations, as applicable.

SFD System

The third country system for the purposes of the Settlement Finality Directive or 

Settlement Finality Regulations, as applicable, operated by ICE Clear Credit and 

consisting of the formal arrangements between ICE Clear Credit and SFD 

Participants including the common rules (including the Rules and ICE Clear Credit 

Procedures) and the standardized arrangements (including the Participant 

Agreements and other agreements involving ICE Clear Credit, Participants, SFD 

Financial Institutions and SFD Custodians) and related functionality for the 

effecting of Transfer Orders between ICE Clear Credit and SFD Participants which, 

inter alia:

(i) enable ICE Clear Credit to Transfer funds and Non-Cash Collateral to 

Participants in accordance with the Rules and ICE Clear Credit Procedures;

(ii) enable Participants to Transfer funds and Non-Cash Collateral to ICE Clear 

Credit in accordance with the Rules and ICE Clear Credit Procedures;

(iii) enable ICE Clear Credit and Participants to fulfil the obligations they incur in 

respect of Contracts and otherwise to one another pursuant to the Rules;

(iv) enable transfers of Client-Related Positions between Participants whether or 

not following a Default;

(v) enable Trades and Trade confirmations to give rise to Contracts;

(vi) facilitate physical settlement obligations under Contracts; and
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(vii) facilitate supplementary and incidental matters to the satisfaction of 

obligations pursuant to Contracts and the collection and payment of amounts 

due in respect of Contracts.

Transfer Order

A Payment Transfer Order or a Securities Transfer Order.

UK EMIR

Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 

July 2012 on OTC derivatives, central counterparties and trade repositories as it 

forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 

2018.

1001. Introduction and Interpretation

(a) ICE Clear Credit is the operator of a third country system for the purposes of certain 

member state laws under the Settlement Finality Directive and may further become 

designated or determined as such from time to time as a third country system 

under other member state laws or under the Settlement Finality Regulations by the 

relevant Regulatory Body. This Chapter 10 shall apply with respect to ICE Clear 

Credit, as such operator, and SFD Participants to the extent that the Settlement 

Finality Directive or Settlement Finality Regulations are applicable. 

(b) SFD Participants must comply with, facilitate compliance by ICE Clear Credit with, 

and comply with any action taken by ICE Clear Credit pursuant to, this Chapter 10 

and the Settlement Finality Directive or Settlement Finality Regulations (as 

applicable). Furthermore, Participants and other users acknowledge that various 

modifications to applicable laws in the European Economic Area or the United 

Kingdom relating to insolvency apply, pursuant to the Settlement Finality Directive, 

the Settlement Finality Regulations, Companies Act 1989, EMIR and UK EMIR.

(c) Each SFD Participant in the SFD System is on notice of the provisions of this 

Chapter 10. Each SFD Participant shall, by participating in the SFD System, be 

deemed to have agreed that: 

(i) (without prejudice to the generality of the provisions of the Rules and any 

Participant Agreement or other relevant agreement) the provisions set out 

in this Chapter 10 apply to and shall bind such SFD Participant (and to any 

insolvency practitioner appointed for, or with powers in respect of, it) in 

connection with such SFD Participant's participation in the SFD System; 

and 

(ii) to the extent that there is any conflict between any provision of this Chapter 

10 and any provision of any agreement or any contractual or noncontractual obligation which may arise or exist from to time involving any 

SFD Participant and ICE Clear Credit, the relevant provision of this Chapter 
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10 shall prevail, control, govern and be binding upon the parties (regardless 

of the date of entry into or amendment of any such agreement or obligation).

(f)(d) ICE Clear Credit and each Participant that is an SFD Participant acknowledge and 

agree that: (i) all forms of Margin and Collateral Transferred to ICE Clear Credit 

constitute "realisable assets"; and (ii) Pledged Items are provided under a 

"pledge[...], a repurchase or similar agreement" which has been entered into "for 

the purpose of securing rights and obligations potentially arising in connection with 

a system", for purposes of the Settlement Finality Directive or the Settlement 

Finality Regulations, as applicable. Accordingly, ICE Clear Credit and each such 

Participant that is an SFD Participant in the SFD System intend and agree that: 

(a) Pledged Items constitute both "collateral security" and "collateral security 

provided[...]in connection with a system" for purposes of the Settlement Finality 

Directive or the Settlement Finality Regulations, as applicable; and (b) the 

Participant Agreement, Rules and Contracts applicable to Pledged Items 

constitute a "pledge" (under which "realisable assets" are provided) in respect of 

the Pledged Items, for purposes of the Settlement Finality Directive or the 

Settlement Finality Regulations, as applicable. 

1002. Transfer Orders Arising

(a) Subject to Article 3 of the Settlement Finality Directive or Regulation 20 of the 

Settlement Finality Regulations, as applicable, a Payment Transfer Order shall 

arise and shall enter the SFD System immediately and automatically upon a 

requirement for cash to be Transferred to or from ICE Clear Credit from or to a 

Participant that is an SFD Participant arising under the Rules and/or the ICE Clear 

Credit Procedures (a "Credit/Debit Payment Transfer Order").

(b) Subject to Article 3 of the Settlement Finality Directive or Regulation 20 of the 

Settlement Finality Regulations, as applicable, a Securities Transfer Order shall 

arise and shall enter the SFD System immediately and automatically upon any of 

the following:

(i) if either:

(A) ICE Clear Credit and the two Participants involved have agreed, at 

the request of a Non-Participant Party, to a transfer of Client-Related 

Positions from one Participant to another Participant pursuant to 

Rule 20A-01; or

(B) a Participant is in Default and any Eligible Transfer Positions of the 

Defaulting Participant are proposed to be transferred from the 

Defaulting Participant to another Participant pursuant to ICE Clear 

Credit's powers under Rule 20A-02 or otherwise in accordance with 

applicable law,

in either case, instructions for settlement of the transfer in question being 

effected through the ICE Clear Credit systems at the relevant settlement 
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transfer deadline for the relevant Client-Related Position (such Securities 

Transfer Order, a "Position Transfer Order");

(ii) ICE Clear Credit accepts, through the ICE Clear Credit systems, that a 

Participant has validly requested either:

(A) the transfer of Non-Cash Collateral to or to the order of ICE Clear 

Credit; or

(B) a transfer to that Participant or to its order of Non-Cash Collateral

(such Securities Transfer Order, in either case, a "Collateral Transfer 

Order");

(iii) in respect of a Backloaded Trade submitted for clearing pursuant to Rule 

301(c), ICE Clear Credit completes pre-submission review and processing 

of such trade in accordance with Rule 309 (such Securities Transfer Order, 

a "Backloaded Transaction Clearing Order");

(iv) in respect of a Trade confirmation submitted for clearing pursuant to Rule 

301(b), ICE Clear Credit issues notice of acceptance of such Trade for 

clearing through the ICE Systems pursuant to Rule 309 (such Securities 

Transfer Order, a "New Transaction Clearing Order" and, together with a 

Backloaded Transaction Clearing Order, "Transaction Clearing Order"); 

or

(v) (A) ICE Clear Credit being provided with a written copy of a notice delivered 

by a Matched Delivery Buyer to a Matched Delivery Seller in a Matched 

Delivery Pair of a Notice of Physical Settlement in respect of Matched 

Delivery Contracts, where the Notice of Physical Settlement specifies an 

instrument to be delivered that is an SFD Security; or (B) ICE Clear Credit 

being provided with a copy of a notice delivered by a Matched Delivery 

Buyer to a Matched Delivery Seller in a Matched Delivery Pair of a NOPS 

Amendment Notice in respect of Matched Delivery Contracts, where the 

NOPS Amendment Notice specifies an instrument to be delivered that is an 

SFD Security but where the Notice of Physical Settlement (including, as 

amended by any previous NOPS Amendment Notice) had specified an 

instrument that is not an SFD Security as the instrument that was to be 

delivered (either such Securities Transfer Order, a "CDS Physical 

Settlement Order").

(c) If two or more Transfer Orders exist in respect of the same obligation prior to 

becoming irrevocable, all such Transfer Orders shall be valid. No duplication of 

an obligation to pay shall arise as a result of two or more Transfer Orders existing 

in respect of the same obligation.

(d) The status of a Transfer Order shall not be affected by any subsequent calculation 

of Open Positions, netting, set off or closing out of a Contract to which it relates.
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(e) Each Payment Transfer Order shall apply and have effect in respect of the the 

relevant cash payment amount to be transferred to or to the order of ICE Clear 

Credit or the Participant.

(f) Each Position Transfer Order shall apply and have effect in respect of the 

Contracts to be transferred.

(g) Each Collateral Transfer Order shall apply and have effect in respect of the NonCash Collateral to be transferred to or to the order of ICE Clear Credit or the 

Participant.

(h) Each Transaction Clearing Order shall apply and have effect in respect of the 

Trade confirmation and any Trade in question and any resulting Contract.

(i) Two separate CDS Physical Settlement Orders shall apply and shall have effect 

separately in respect of each of the Matched Delivery Buyer Contract and Matched 

Delivery Seller Contract that are subject to a physical settlement obligation, and 

the instrument to be delivered pursuant thereto.

(j) Transfer Orders shall apply to, and have effect as against and between each of 

the following Persons, in respect of any particular Person only to the extent that 

such Person is an SFD Participant or an Indirect Participant: 

(i) in the case of a Payment Transfer Order, the affected Participant (if it is an 

SFD Participant) and ICE Clear Credit, and any affected SFD Financial 

Institution.

(ii) in the case of a Position Transfer Order:

(A) the SFD Participants (that are the transferor and the transferee); 

(B) any Indirect Participant affected by the Position Transfer Order; and

(C) ICE Clear Credit. 

(iii) in the case of a Collateral Transfer Order:

(A) the SFD Participant that is the transferor or transferee of the NonCash Collateral in question; 

(B) any SFD Custodian of the Participant or ICE Clear Credit; and

(C) ICE Clear Credit.

(iv) in the case of a Transaction Clearing Order:

(A) each Participant that has submitted or confirmed details of the Trade;
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(B) any Indirect Participant affected by the Transaction Clearing Order; 

and

(C) ICE Clear Credit;

(v) in the case of a CDS Physical Settlement Order:

(A) each SFD Participant in the Matched Delivery Pair; and

(B) ICE Clear Credit.

(k) Where a Transfer Order applies additionally to an Indirect Participant, the liability 

of any SFD Participant pursuant to the same Transfer Order shall not be affected.

1003. Transfer Orders Becoming Irrevocable

(a) A Payment Transfer Order shall become irrevocable at the earlier of the time when 

(i) ICE Clear Credit or the SFD Participant, as applicable, receives payment of the 

amount that is the subject of the Payment Transfer Order or (ii) a financial 

institution used by ICE Clear Credit for this purpose sends a SWIFT confirmation 

message, other electronic message, fax, telephone or other message to ICE Clear 

Credit confirming that the relevant payment has been made.

(b) A Position Transfer Order shall become irrevocable at the time when the definitive 

record of the Open Position of the Participant (that is the transferee) is updated as 

a result of a successful position transfer clearing run in the ICE Clear Credit 

systems to reflect the transfer of Client-Related Positions which are given effect 

pursuant to the Position Transfer Order.

(c) A Collateral Transfer Order shall become irrevocable at the earlier of the time 

when: (i) ICE Clear Credit or the SFD Participant, as applicable, receives the NonCash Collateral; or (ii) any related securities transfer order (which relates to the 

same subject matter as the Collateral Transfer Order but which is a securities 

transfer order in a designated system for the purposes of the Settlement Finality 

Directive or the Settlement Finality Regulations, as applicable, which is not the 

SFD System) becomes irrevocable.

(d) A Transaction Clearing Order shall become irrevocable when the Novation Time 

occurs for the Trade in question, in accordance with Rule 309.

(e) A CDS Physical Settlement Order shall become irrevocable at the earliest of: (i) 

the time when the Matched Delivery Buyer in the Matched Delivery Pair has 

submitted irrevocable instructions to its custodian for the transfer of securities to 

or to the account of the Matched Delivery Seller; (ii) the time at which the 

instrument subject to physical settlement is delivered or assigned or at which 

physical settlement obligations are otherwise discharged; or (iii) if the Matched 

Delivery Buyer or Matched Delivery Seller has (in the absence of any Matching 

Reversal Notice or not later than one ICE Business Day after any Matching 
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Reversal Notice) given notice to ICE Clear Credit in accordance with Rule 2203(d) 

or the ICE Clear Credit Procedures (as applicable) that the relevant Matched 

Delivery Pair have settled the relevant Matched Delivery Contracts, at the time of 

such notice.

(f) As from the time when a Transfer Order becomes irrevocable, it shall not be 

revoked or purported to be revoked by any SFD Participant or ICE Clear Credit 

and shall be binding upon all SFD Participants.

1004. Variations to or Cancellation of Transfer Orders

(a) This Rule 1004 applies only to a Transfer Order that is not irrevocable and:

(i) in the case of any Transfer Order, is affected by manifest or proven error or 

an error that is agreed so to be by all affected SFD Participants;

(ii) in the case of a Payment Transfer Order or Collateral Transfer Order, 

relates to a Contract which is (or a Trade or Trade confirmation which, if 

accepted, would be):

(A) void, avoided or voided pursuant to the Rules or applicable law; or

(B) amended as a result of ICE Clear Credit exercising its discretion 

under the Rules;

(iii) without prejudice to the generality of Rule 1004(a)(i), in the case of a 

Backloaded Transaction Clearing Order, if an error or omission is noted by 

or notified to ICE Clear Credit prior to the Novation Time or the data in the 

Trade confirmation to which the Backloaded Transaction Clearing Order 

relates is otherwise capable of being amended in accordance with the Rules 

or ICE Clear Credit Procedures;

(iv) in the case of a CDS Physical Settlement Order, if a NOPS Amendment 

Notice is validly delivered by the Matched Delivery Buyer in accordance with 

Rule 2201(b), Rule 2203 and/or the ICE Clear Credit Procedures; or

(v) without prejudice to the generality of Rule 1004(a)(i), (ii) or (iii), in the case 

of a Transaction Clearing Order, it relates to a Trade which is not eligible for 

clearing or which is not accepted for clearing by ICE Clear Credit.

(b) Subject to Rule 1004(d), (e), (f) and (g), neither the validity nor the irrevocability of 

any Transfer Order shall of itself be affected by any event described in 

Rule 1004(a) occurring.

(c) The terms of all Transfer Orders that have not become irrevocable shall each be 

subject to a condition (which, if not satisfied, shall enable ICE Clear Credit to 

exercise its rights under this Rule 1004) that the circumstances described in 

Rule 1004(a) have not occurred.
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(d) If any of the circumstances described in Rule 1004(a) has occurred, the amount 

payable, Contracts to be transferred or to arise or Non-Cash Collateral to be 

delivered pursuant to the affected Transfer Order may at the discretion of ICE 

Clear Credit be increased, decreased or otherwise varied, as necessary, to reflect 

the payments, transfers, Contracts, SFD Securities, Non-Cash Collateral or 

deliveries that would have been required in accordance with the Rules and ICE 

Clear Credit Procedures:

(i) in the case of Rule 1004(a)(i) applying, had there been no error;

(ii) in the case of Rule 1004(a)(ii)(A) or Rule 1004(a)(v) applying, had no 

Contract, Trade or Trade confirmation ever arisen, occurred or been 

submitted;

(iii) in the case of Rule 1004(a)(ii)(B) applying, had the Contract always been 

subject to such amended terms as are agreed or determined;

(iv) in the case of Rule 1004(a)(iii) applying, had the details of the Trade 

confirmation always been corrected or amended as permitted in accordance 

with the Rules and the ICE Clear Credit Procedures; or

(v) in the case of Rule 1004(a)(iv) applying and the NOPS Amendment Notice 

specifies an instrument to be delivered that is an SFD Security, had the 

Notice of Physical Settlement been originally issued as amended pursuant 

to the NOPS Amendment Notice

(any such variation, a "Transfer Order Variation").

(e) A Transfer Order Variation may be effected only by ICE Clear Credit delivering a 

notice of amendment of an existing Transfer Order to all affected SFD Participants. 

Valid delivery of a NOPS Amendment Notice in accordance with Rule 2201(b), 

Rule 2203 and the ICE Clear Credit Procedures by a Matched Delivery Buyer in a 

Matched Delivery Pair shall be deemed to constitute notice by ICE Clear Credit for 

purposes of this Rule 1004(e) in respect of a Transfer Order Variation to a CDS 

Physical Settlement Order, if the NOPS Amendment Notice specifies an 

instrument to be delivered that is an SFD Security.

(f) If any of the circumstances described in Rule 1004(a) has occurred, the Transfer 

Order in question may at the discretion of ICE Clear Credit alternatively be 

cancelled (but without prejudice to any other rights or obligations under the Rules 

or the ICE Clear Credit Procedures in respect of such circumstances). Any such 

cancellation may be effected by ICE Clear Credit serving a notice of cancellation 

on all affected SFD Participants. In respect of a Transaction Clearing Order, such 

notice shall be deemed to have been given if ICE Clear Credit rejects a Trade for 

clearing.

(g) A CDS Physical Settlement Order shall be cancelled immediately and 

automatically if and when a copy is provided to ICE Clear Credit of a validly 
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delivered NOPS Amendment Notice specifying an instrument for delivery which is 

not an SFD Security (but without prejudice to the obligations of the Participant 

under the Rules in respect of such NOPS Amendment Notice).

(h) This Rule 1004 does not affect the ability of ICE Clear Credit to take steps giving 

rise to a new Transfer Order of opposite effect to an existing Transfer Order or part 

thereof if any of the events described in Rule 1004(a) occur. No Transfer Order 

Variation shall preclude the cancellation of a Transfer Order in any circumstances 

in which a Transfer Order may alternatively be cancelled by ICE Clear Credit. The 

ability of ICE Clear Credit to cancel or vary a Transfer Order shall not preclude a 

Transfer Order Variation from taking effect. 

1005. Satisfaction and Termination of Transfer Orders

(a) Each Payment Transfer Order shall be satisfied immediately and automatically 

upon all payments required pursuant to the Payment Transfer Order being 

received in immediately available funds or full satisfaction of the relevant 

underlying obligations is otherwise made and recorded in ICE Clear Credit's 

systems, in either case not subject to any liens, claims, charges or encumbrances.

(b) Each Position Transfer Order shall be satisfied immediately and automatically at 

the same time that it becomes irrevocable under Rule 1003(c) (whereupon all 

Client-Related Positions to which the Transfer Order in question relates will have 

been transferred pursuant to the Rules).

(c) Each Collateral Transfer Order shall be satisfied immediately and automatically at 

the later of the time when: (i) ICE Clear Credit or the Participant, as applicable, 

receives the Non-Cash Collateral in its account; or (ii) the definitive record of the 

assets transferred by the Participant that is the transferor is updated in the ICE 

Clear Credit systems to reflect the successful transfer of Non-Cash Collateral to or 

to the order of ICE Clear Credit or the Participant, as applicable, pursuant to the 

Collateral Transfer Order.

(d) A Transaction Clearing Order shall be satisfied immediately and automatically at 

the same time that the relevant resulting Contracts arise under Rule 301 and Rule 

309.

(e) A CDS Physical Settlement Order shall be satisfied immediately and automatically 

at the time when ICE Clear Credit updates its records of the relevant Contracts in 

the ICE Clear Credit systems to reflect that either physical delivery of the security 

in question has been completed or the delivery obligations of the parties under the 

relevant Contracts have otherwise been discharged or settled.

1006. Applicability of Financial Collateral Directive, the Financial Collateral 

Regulations and the collateral-related provisions of the Companies Act 1989

(a) Participants, Non-Participant Parties and ICE Clear Credit acknowledge and agree 

that to the extent any matter relating to Margin or Collateral falls to be determined 
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under applicable laws of any member state of the European Economic Area or the 

United Kingdom, (i) the Financial Collateral Directive or the Financial Collateral 

Regulations, respectively, as applicable, applies in relation to all Margin and 

Collateral Transferred to ICE Clear Credit in the form of "cash" or "financial 

instruments" (in either case, as defined in the Financial Collateral Directive or the 

Financial Collateral Regulations, respectively, as applicable); and (ii) it will not 

dispute the construction of the arrangements regarding the provision of Margin or 

Collateral under these Rules as "financial collateral arrangements" within the 

meaning of the Financial Collateral Directive or the Financial Collateral 

Regulations, respectively, as applicable.

(b) Participants, Non-Participant Parties and ICE Clear Credit intend and agree that, 

to the extent any matter relating to Margin or Collateral falls to be determined under 

applicable laws of any member state of the European Economic Area or the United 

Kingdom:

(i) the arrangements for the provision of Margin and Collateral (other than 

Pledged Items) to ICE Clear Credit in the form of "cash" (as defined in the

Financial Collateral Directive or the Financial Collateral Regulations, 

respectively, as applicable) under these Rules constitute "title transfer 

financial collateral arrangements" as defined in and for the purposes of the 

Financial Collateral Directive or the Financial Collateral Regulations, 

respectively, as applicable;

(ii) the arrangements for the provision of Pledged Items to ICE Clear Credit in 

the form of "cash" or "financial instruments" (in either case, as defined in 

the Financial Collateral Directive or the Financial Collateral Regulations, 

respectively, as applicable) under these Rules constitute "security financial 

collateral arrangements" as defined in and for the purposes of the Financial 

Collateral Directive or the Financial Collateral Regulations, respectively, as 

applicable;

(ii) all forms of Margin and Collateral provided to ICE Clear Credit constitute 

"financial collateral" as defined in and for the purposes of the Financial 

Collateral Directive or the Financial Collateral Regulations, respectively, as 

applicable and that only assets in the form of such financial collateral may 

be provided to ICE Clear Credit under these Rules; 

(iii) ICE Clear Credit has "possession or control" of all Margin and Collateral 

(including Pledged Items) within the meaning of the Financial Collateral 

Directive or the Financial Collateral Regulations, respectively, as 

applicable; and

(iv) in the case of the laws of the United Kingdom, each security interest created 

or expressed to be created by or pursuant to these Rules constitutes a 

"market charge" as defined in and for the purposes of the Companies Act 

1989; 
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and Participants and Non-Participant Parties agree that they and their 

representatives and agents shall not be entitled to, and Participants and NonParticipant Parties hereby undertake not to, assert any claim, counterclaim or other 

right to the contrary. Any assets received by Participants or Non-Participant Parties 

in breach of any agreements or undertakings under this Rule 1006 shall be held 

by the Participant or Non-Participant Party on trust for ICE Clear Credit.