eSignature ISDA Master Agreement Made Easy

E signature isda master agreement

[Music] hi my name is anne battle and i'm head of benchmark reform at ista and i'm joined today by dupak sitlani from linklaters and lansing cattrell and sheri chris canal from ihs market on this webinar we're going to cover the bilateral templates that isda has published for counterparties to use in implementing the ibor fallback this webinar will also cover how to negotiate and agree to those templates on instacreate as well as the outreach 360 service provided by ihs market for firms to engage with their counterparties on implementation of the new fallback so this is the third in a series of three webinars published in connection with the launch of the is the ibor fallback documentation we encourage you to go back and listen to the first two webinars if you haven't done so already i've mentioned this webinar is intended to assist market participants in understanding the bilateral forms of amendment and template language that india has produced for counterparties who either adhere to the is the ibor fallback protocol but want to supplement it with additional agreements or who choose to agree to incorporate the new ibor fallbacks in their legacy documents bilaterally as opposed to via the protocol in particular we'll give an explanation of each of the form of amendment agreements as well as the template wording and how that template wording can be used within the amendment agreements or otherwise and we'll go through a few examples of how and why counterparties might want to use these templates then we'll talk about using them on instacreate as i mentioned and sherry and lansing will go through the ihs market outreach 360 service i'm going to start by talking about the forms of amendment agreement that we've published and then turn it over to deepak to talk about some of the template language that could be used within these forms of an amendment agreement so this slide covers the amendment agreement that counterparties could use to bilaterally adopt the protocol and as we've covered in a separate proto um a separate webinar the protocol is really no different than a standard amendment except it allows for agreement to the amendment multilaterally that is with all counterparties who also adhere to the protocol as opposed to bilaterally so these templates are meant for counterparties if one or both of the counterparties for whatever reason does not adhere to the protocol but those counterparties still have legacy eyeboard transactions for which they need the new fallback we've published a short form and a long form of this amendment agreement and for each of the short form and the long form we've published a version that could be used if one of the counterparties is an agent that is agreeing to the amendment on behalf of underlying clients and a form that could be used if both parties are entering into the agreement as principles the short form enables counterparties to incorporate by reference the amendments made by the protocol in exactly their same their same form so if counterparties uses the short form and don't add any different modifications or supplemental language then they will have effectuated exactly the same thing as they would have effectuated if both of them adhere to the protocol but they're able to do so bilaterally if one of them chooses not or both one or both of them chooses not to adhere to the protocol it's also possible using the short form of the amendment agreement to agree to supplemental terms that we'll come on to in a few minutes the long form actually contains the entire text of the amendment provisions which are in the attachment to the protocol so in this long form of the amendment agreement counterparties could if they chose to modify the terms of those amendments as they agreed to them bilaterally they could also add additional supplemental terms based on the template language that we're going to talk about or other you know supplemental provisions that they want to add to this bilateral agreement so the long form is much longer and in some cases will include provisions that are not applicable but it does allow for more flexibility another thing that counterparties could do with the long form would be to remove some of the non-applicable provisions if that is um you know more desirable or easier to negotiate um with a with a counterparty um that only needs these amendments for a narrow scope of transaction so the final form of amendment agreement that we've published is actually for two counterparties who have both adhered to the protocol so they've agreed to the protocol they've agreed to all of the terms in the attachment to the protocol so their legacy contracts with each other have the fallback but they might want to use some of the supplemental language that deepak is going to cover and to do so they need to agree to that language bilaterally they could do so in a form of side letter that they produce and are comfortable with themselves but in order to facilitate those supplemental agreements we've published this form of amendment agreement that basically contains the wrapper language you'd typically see in a bilateral amendment agreement and some boilerplate this form of amendment agreement is also set up to make it easy for counterparties to agree to some of the supplemental terms in the template language that we're going to talk about and like everything we're covering today this will be available on is the create so with that i'm going to turn it to dpac to talk about the template language great thanks ann so i'm going to kick off with probably the most complicated form of template language and so this is language that is there to exclude agreements or transactions from the scope of the amendments made by the protocol and and so so effectively removing documents from scope and and for those documents that are removed from scope um agreeing to bespoke fallbacks um so so so this this uh set of template provisions as i say is the most complicated and the reason for that is there are various options within within the the template and this was because we felt that there might well be different ways in which people may want to exclude documents from scope and as we go through you'll see that they're all variations on a theme but what we wanted to do was to try and do as much of the the work for users of the template provisions so that we could make their lives a little bit a little bit easier and it may well be that actually the majority of users just use the most simple option but let me let me run you through those so that you can get a feel for what they do so the first option is the most simple and what it does is it allows parties to exclude from the scope of the protocol a set of identified documents and uh and then in their place they can apply alternative triggers or or fallbacks for for those documents now if they do that it's for the parties to to decide what um what those alternative triggers and fallbacks are one one thing i would say is is that this template as with the others can be used with either of the amendment agreements that are mentioned and so to the extent that it's being used with um with an amendment agreement which contemplates the parties having already adhered to the protocol then the effect of of removing documents from the scope is effectively reversing the change made pursuant to the protocol so it doesn't mean that the change wasn't made by the protocol it just means that having made the change pursuant to the protocol the parties are now are now reversing now so the second option within this template allows parties to again exclude the protocol from applying to an identified set of documents and then it allows parties to contemplate that the floating rate option within those identified documents will instead track the approach taken to uh the benchmark in an underlying cash instrument so this is really for people who want their derivative contract to follow the the cash instrument that that derivative contract is likely to be to be hedging um and so so you have the ability within this option to nominate multiple uh documents that are taken out of scope from the protocol and then for each one of those documents you can identify what's known as a reference contract which is ultimately the the cash instrument that that derivative is looking to to hedge you have uh the third option within this template which allows parties again to exclude the scope the protocol applying to a range of documents but this range of documents are those that contain what are known as negotiated fallbacks so the definition of negotiated fallbacks is is for the parties to um to populate so so it could be that they describe what they consider to be negotiated fallbacks uh in in whatever way they see fit there is also optional language within this template to um to contemplate uh negotiated fallbacks being a provision that already contemplates what should happen upon the occurrence of a permanent cessation or or a libel rate not being representative option four effectively combines option one and three so this allows you to exclude documents from from scope as well as exclude uh documents that have negotiated fallbacks and in their place um you can contemplate alternative triggers and fallbacks and option five essentially combines options one two and three so you can exclude the protocol from applying to identified documents as well as documents which contain negotiated fallbacks and also then contemplate alternative triggers and fallbacks as well as contemplating that a floating rate option will track the approach taken in a cash instrument that is being hedged so you'll see as i mentioned it's just variations on a theme in terms of how you can combine the different options together depending on how you want to use the the template so that's all i had on that template so if we move forward to the next set of template provisions the first one on the slide is one that allows parties to include additional documents within the scope of the protocol and and so this is relatively simple piece of language that allows parties to identify additional documents as i say that they want to to have within scope the next template set of provisions allows parties to disapply the pre-cessation trigger so as was covered in an earlier webinar the pre-cessation trigger is hardwired into the protocol for libor rate options and it applies when the fca the financial conduct authority announces that libor is not representative and that the representativeness will not be restored and so if you do not want that trigger to apply i if you only want within your your contract a permanent cessation trigger to apply then you can use this template to remove um that that trigger the last protocol sorry the last template on this slide contemplates being used with new documents and so this is for example where you have a new document that does not include or incorporate the 2006 definitions or otherwise contemplate a rate option as defined in the 2006 definitions and so here effectively what you can do is apply the terms of paragraph five or six of the attachment to the protocol and so that you can import the um the default backs but equally if you want to disapply the pre-cessation trigger then that is also a an option within this set of set of provisions so so then the final um template just sort of provisions to talk about is is a set of provisions that can be used for new confirmations and so by new confirmations i mean confirmations that incorporate the 2006 definitions once the supplement the fallback supplement has has been published because when a supplement is published then the new trades will effectively incorporate the uh the pre-cessation trigger as well as the permanent cessation trigger and so if parties at confirmation level want to disapply that pre-cessation trigger then they can do so um using this template language um so with that i'll hand over to ann just to run through uh or start running through some examples as to how these templates can be used thanks deepak i know that was a lot of information with a lot of different options so we thought we would go through on the next few slides a few examples of as i mentioned at the beginning how and why counterparties might want to use these templates so i'm going to start with a few examples of how counterparties who have not adhered to the protocol could use these templates and these examples would apply equally if only one of the parties had adhered to the protocol because as covered on a separate webinar the amendments made by the protocol only apply if both of the counterparties adhere to the protocol so the first example a on this slide is very straightforward party a and party b have not adhered to the protocol but they want to bilaterally adopt it and both of them are principles they're not they haven't entered into the instant master agreement as principles and you know this might be the case because in this example they have one is the master agreement that would be a protocol covered document and so maybe they don't want to use the protocol because they're only amending one document as opposed to some some market participants who have hundreds or thousands of protocol covered documents so in this case the counterparties could effectuate exactly what they want to do by using the attempt the short form template form of agreement and the principal version of that so by agreeing to that template and it's in its published form they would apply the new fallbacks to the transactions entered into under there is the master agreement so in example b on this slide we also have party a and party b who have not adhered to the protocol but in this case they have a credit support annex for variation margin which doesn't incorporate irrelevant is the definitional booklet but does reference us dollar libor so as mentioned on a prio uh prior webinar this reference to us dollar libor would be amended by the protocol to include the new fallbacks because the csa is a protocol covered document and they want to agree to the fallbacks for that reference to us dollar libor but they don't want paragraphs one through five of the attachment to the protocol because none of the terms of those paragraphs are applicable to this agreement and they'd rather just not have so many non-applicable terms in their bilateral amendment so as mentioned earlier if counterparties use the long form of the amendment agreement then they can remove non-applicable provisions so in this case counterparties could implement the fallbacks in their legacy csa by using the long-form template form of agreement and removing paragraphs one through five and in this example party a is an agent that has entered into the csa on behalf of underlying clients so they would use the agency version of the long form amendment so on this slide in example c we're going to move on to something slightly more complicated but we're also in a scenario where party a and party b have not adhered to the protocol they want to adopt the terms of the protocol so they want to implement the new fallbacks in their legacy transactions but they want to do so with a few modifications and specifically as mentioned in romanette 1 and romanet 2 they want to exclude one particular swap confirmation that was entered into to hedge alone and in this case that loan has its own fallbacks that they want to match they also when applying the new fallbacks to their legacy transactions want to disapply the pre-cessation trigger and as we've mentioned on a prior webinar and as deepak just covered the pre-cessation trigger is for libor rate options so references to libor in documentation and it provides for a move to the fallback rates if the uk fca determines that libor is non-representative even if libor does not cease at that time so in this case party a and party b do not want to move to fallbacks at that time they instead want to move to fall back only if a permanent cessation of libor occurs so in this case because the counterparties are supplementing the amendments made by the protocol as opposed to modifying or removing any of them they could use the short form template form of amendments but in doing so to accomplish the two other objectives that they had they would include the template wording to exclude the confirmation they have for the loan or the confirmation for the swap that hedges the loan and in doing so they would use option two that deepak talked about which provides that for that particular swap instead of including the new fallbacks that are being implemented via the ibor fallback supplement and ibor fallback protocol the fallbacks that apply to that particular swap will be the fallbacks that apply um to the loan in the in the documentation for the hedged loan and then they would also add to that short form of amendments the template language for disapplying the pre-cessation triggers and fallbacks for libor so i'm now going to turn it back to deepak to go through a few more examples great thanks ann so so the next example is one where the parties have already adhered to the protocol uh and they have an existing master room and so not a an is the master agreement but some other form of master agreement that is not within the scope of the protocol so you may well remember that the protocol covers a number of non-isda master agreements and credit support documents but it just so happens in this case that the two parties are parties to a master agreement that is not within scope of those those additional master agreements either and and what they want to do is extend the application of the protocol to cover that that master agreement so the way in which they can do that is is to use the template wording that i touched on earlier which allows parties to include additional existing documents uh to to the scope of the application of the protocol and they can do that in whatever form they want but if they choose to they can use the template form of language um that that that is has published um so the next example is uh where party a and party b are about to enter into a new master agreement that master agreement won't incorporate the 2006 definitions but they nevertheless want to be sure that the terms of the protocol will will apply so that if there are transactions entered into under that master agreement then the permanent cessation fallbacks will apply but they're not keen on the pre-cessation provisions that otherwise apply to libel rate options so so in that example what the parties can do is they can take the template provisions that allow parties to apply the terms of the protocol to new agreements that don't incorporate the 2006 definitions and also within that language they can make the election to disapply the appreciation trigger so so here given that they are entering into a new new agreement they may well just look to drop those template provisions into the new agreement itself the next example is where you have two parties who are entering into a new interest rate swap so in this example that references swiss franc live or um and they are going to incorporate the 2006 definitions but what they want to do is disapply the presentation provision so so remember that this is in a scenario where the eyeball fallback supplement has been published and so automatically by virtue of incorporating the 2006 definitions uh in relation to a libor rate option both the permanent cessation and the pre-cessation uh provisions would apply so if they if they want to disapply the precision aspect of of that then they can use the template wording for use with confirmations that incorporate the 2006 definitions and effectively just drop that into the the new confirmation that they are entering into so i'll finish off the examples um with one more complicated example where parties are trying to do a variety of things in one go so so here the example is where party a and party b have already adhered to the protocol and they have some master agreements that are protocol covered master agreements and they have some existing master agreements that are not protocol covered documents and and they are both acting as principles so so now what they want to do is exclude one of their protocol covered master agreements from scope of the protocol they want to bring into play two two other master agreements that are not currently within scope of the protocol and for four of the protocol covered master agreements that they they have they want to disapply the pre-cessation provisions in the protocol so they want to do a number of things and so so the way in which they can do that is firstly because we're in a situation where the parties have already adhered to the protocol they can use the template form of amendment that is relevant where parties have adhered to the protocol and want to update in relation to existing agreements and then they can drop in various template provisions so the first one being to exclude documents from scope and then identify the protocol covered master agreement that they want to exclude they can then drop in the template provision that allows for the scope of the protocol to be extended to cover additional documents so in relation to the two master agreements that would not otherwise be protocol covered documents and then finally they can include the template wording to disapply the pre-cessation trigger for those four protocol covered documents or protocol covered master agreements where they want those provisions to be to be disapplied so so i think with that we will finish up with the examples and i'm conscious that what we've done is deliberately to try and come up with a number of permutations just so that you can get a feel for how the template amendment agreements as well as the template language can be used in conjunction so it's very much a mix and match type type approach um and so so the next thing i'd like to talk about is is is to create and so so we're very mindful that uh whilst whilst protocol adherence is is definitely uh the easy way to apply the new fallbacks that that for various reasons it may well be that parties would like to um to to make bilateral arrangements and hence the publication of those bilateral documents we've just been talking about but equally we're mindful that there are a number of parties out there who have um agreements in place so so is the create allows for a relatively smooth process in order to uh to get those bilateral agreements in in place so so at a very high level um instacreate was first launched in 2019 and it was focused on the regulatory initial margin documents but recently uh isda announced that the breadth or the scope of documents that would be covered by uh is to create would be broadening and and for our purposes what's relevant is that they would be capturing the interest rate reform documents that um has published and and may well continue to publish so so there are four key elements to to the platform so the first one is the platform allows you to generate documents so you can do that by creating templates and in a very easy way and i'll come on to show you in a minute how that what that looks like you can basically produce documents in in a very quick and easy way once you produce documents you can negotiate them online and so that allows parties to exchange comments uh between each between each other and to the extent necessarily necessary black line changes that are that are that are required and once you get to a position that the document is agreed then then you can you can have that document signed and so within the platform you have an approvals process because it may well be that negotiators need to seek specific approval from from other colleagues and so that can be built into the platform and once you've done that you can then have a full audit trail of both comments as well as approvals for for any particular negotiation and then finally and for me this has always been a really important piece of the platform you can capture the data that comes out of it so so this allows you to generate reports that relate to all of the data that is within the agreement including all of the approvals process and you've got 100 accurate set of data that you can then use to operationalize uh downstream so i'll just show you very quickly um some of the other slides on how how the platform works so so this is the dashboard which is basically the hub for users of the platform and it gives you a bird's eye view of all negotiations and it basically gives you a high level of management information as to who's doing what what's the status of particular negotiations so for example how much is in my court versus how much is in my counterparty's court and it's an interactive dashboard so you can drill down by clicking on any of the analytics features and you just get more detail and equally if you want to you can export all of the data into an excel file so then if we move to the next slide you can see this is a screenshot of the automation and negotiation piece so so the first time uh you you go through a document you can then effectively save it as a preset or as a template if you like and then you can use it for for a number of negotiations and if need be you can produce documents and send them out in bulk as as may well be relevant for for um for rate reform so so what this shows you is is a split screen format so for those of you who are very familiar with working with with documents you'll see that on on the right hand side but you interact with the elections on the left hand side and as soon as you click so for example if you click that the repeating representations are applicable and as soon as you do that the document will update in in real time on the right hand side and the status bar at the top shows you how close to agreement you are so so here you have a negotiation where 38 of the elections um have been um agreed and so obviously a little bit of a way to go before that document is is finalized so if we move to the next slide you'll see another example of an election um and and i guess just uh just a flag that one thing that you can do is if for example this election is is um is not agreed for example you can go and get approvals to um to to get the relevant permission to to agree to to this election um if we move to the next slide i touched on data earlier um so so for me uh if you if you document this contracts using this platform then effectively all of the data is caught at the time of creating the contract and so all of the data is also captured in a very structured way so you can basically take every single election and analyze for example how many uh contracting counterparties have uh made that particular election uh as well so this happens automatically uh so it's it's uh immediate and there is no risk of incorrect data transposition which is which is obviously the risk that people run nowadays where after an agreement is executed someone then has to put the data into into their system so so here and a number of users have already plugged into apis that can leverage um the data from here and downstream it into uh into other systems um so so i guess just finding to finish that if you do need any more information on on is to create then on um on this next slide we have the contact information um if you do need any more data so that's is the create is the dot org or is the create at the coda dot a i um so and i'll i'll stop there if that's okay yeah sounds great okay um and as a reminder all of the bilateral templates are available for negotiation on um instacreate and you'll be able to add the template language we talked to to the the forms of agreement which will hopefully make any negotiations a little bit more seamless than they would have been via paper um so for the last part of this webinar i'm going to turn it over to lansing and sherry from ihs market to talk about um their outreach 360 services thanks ann uh so this is lansing catrell hello everyone um i'm here with my colleague cheri kurasinko as part of the launch of the is the ibor fallback protocol we're happy to help with this webinar on options firms have to facilitate their counterparties adhering to the protocol as many of you know for the past eight years ihs market and isda have been in a partnership known as is to amend whose stated goal is to streamline the implementation of protocols across the industry after a counterparty decides to adhere islam does this by automating the dissemination of counterparty specific attestations elections carve outs etc as they relate to relevant protocols now today we will be talking about an additional service known as outreach 360. this also helps streamline the implementation of protocols across the industry but by engaging a counterparty before as opposed to after adhering to the protocol outreach 360 does this by providing the counterparty with educational content guidelines and contractual impact assessments to highlight to the counterparty the benefits of protocol adherence and yet the end goal of outreach 360 and is demand is the same maximize the number of counterparties adhering to the protocol and provide granular details on which clients will adhere which ones will not and why to illustrate this point we thought we would compare some of the more widely adopted protocols over time this slide shows the number of adhering counterparties to the dodd-frank protocols and the us stay protocol we wanted to highlight the usda protocol because it was the first protocol where a large group of banks utilized our outreach 360 tool to encourage their counterparties to adhere the graph here shows on the left how dodd frank's one and two quickly increased to around 12 000 adhering counterparties in the first 18 months before the growth and adherence started leveling off somewhat but after eight years the total number of adherents for dodd-frank one and two stood at close to 25 000 counterparties by contrast the us stay protocol we contracted with eight banks to use our outreach 360 tool in a coordinated outreach campaign as you can see in the graph on the right the resulting uptake was dramatic it took only 18 months for the u.s state protocol to clock 25 000 adhering counterparties now obviously there are many factors behind the successful adoption of the us stay but we believe that one of the key factors was the coordinated communication by our staff using outreach 360 to contact over 50 percent of all adhering counterparties on behalf of eight banks so what is outreach 360 outreach 360 is an agnostic client communication tool that sits within our counterparty manager ecosystem just like is the amen does for iboard transition it is currently being used by broker dealers to manage the client communication campaigns regarding their respective ibor transition plans both in the otc derivatives market perta is the protocol as well as other client verticals like loans and fixed income that are impacted by the transition this is possible because outreach 360 is a versatile platform it can support one-way communication such as education material on links to the protocol or even a link encouraging firms to use is to create on a bilateral basis questionnaires can be sent out to collect necessary operational and regulatory data confirmation or attestation from the counterparty on their status or intention can be collected and even the distribution of amendments to bilateral loans that counterparties can then redline and sign electronically on this platform in terms of track record outreach 360 has been in use for over three years now across a wide array of regulatory use cases from sftr and midfield 2 to the us state protocols previously mentioned it has been used by 19 global and regional banks across apac and mia and north america and we are excited to bring this experience and track record to assist our clients in making the is the iboard protocol a smashing success and with that i will hand over to my colleague cherry curacinkel to describe and show the nuts and bolts of how outreach 360 will operate with the upcoming protocol thank you lansing in addition to what lansing mentioned around the capabilities of outreach 360 we just wanted to talk a little bit about where the technology and the service can come together to provide an outcome-focused solution for the broker community in general it starts with working on population analysis and cleaning that anti-reference data to ensure that the the entity population and the contact population are married together for clean outreach then it includes reaching out to the client with notification engagements educational material letting them know what is happening with the eyeball protocol and how they can conduct the next steps either with the is the protocol or any bilateral outreach um ihs markets match services monitors that adherence and looks at the bank's demand list against the protocol adherence and marries those two together and where clients have not adhered to the protocol and haven't provided any feedback the system will continue to chase at a defined frequency to ensure that there's consistent outreach and consistent client touch points where a client provides feedback saying that they would like to have a different approach whether a bilateral template alteration system can direct them to have two is to create for those bilateral templates or send them separate non-standard bilateral documents for redlining and negotiation and finally all of this information all of this data all of this reporting can be piped through back to the bank through excel reports and an api here you're seeing the landing page of the outreach 360 dashboard for the broker the whole concept of outreach 360 was around auditability and mass reporting when you're sending out thousands to tens of thousands emails to multiple counterparties of the many features one of the things that's key in this item is our email management functionality so we start with our email templates and our email templates are oh there's a full html builder on the platform that allows you to customize your email to have exactly the look and feel per your individual bank's brand guidelines within the email you can see an html builder on the left and a text builder on the right and within the email we allow the ability to add dynamic tags to the email and the dynamic tags can reference individual counterparty entity reference data which will populate onto the email dynamically to give you a more customized email approach this functionality is easily adjustable by any user of the platform once we've created an email template we can go into a campaign and in this example of a campaign i'll just walk you through what an outreach campaign generally looks like to start with uh there are these seven chevrons and the chevrons really guide you through what a setup process looks like between general campaign details the entity selection so you can select for that outreach campaign as you're reaching out to people for the insta protocol you can select all of your counterparty entities that are relevant as part of this outreach you can tag the outreach to specific users so you know which users which counter parties are going to get that outreach from a content selection perspective you can send out uh educational documentation such as pdfs to your counterparty to let them know the impact of the iboard protocol or you can send them links directly into ista's website and we'll show that in a second and finally you get to add that email that customized email to this campaign which goes out and you can review and submit it now one of the cool features about outreach 360 when we think about mass outreach is that control function you want to make sure that what you're sending out is what is expected from an outreach perspective and so we have this email management functionality that allows you to export everything in excel and make sure that the receivers that you are expecting are exactly the receivers that should be getting this communication you can also preview the mail in an html format to see what is actually going out and when you're comfortable with that particular outreach you can send an email to to the receivers the whole point of artist 360 is to do a lot of that heavy uplift that you normally would have to do manually with teams of outreach personnel this is organizing the data for you and managing a lot of the manual outreaches and and tracking one final thing i would like to show uh here is an example of an email that would have gone out uh for the ustay protocol and we can apply this kind of idea to the ibor protocol within the wording as you can see the name of the institution has been dynamically generated into the email and in addition to that we are linking the is the protocol onto this email so in this case the usd protocol if i click on it it will take the user directly to the protocol and they can go ahead and adhere for those links we can include click tracking so you can tell how your users are engaging with those emails to see if you do have the right contacts and we find that through the metrics that we can generate for you on our issue 60 if you find that certain users are non-responsive it gives you exactly the right data you need to adjust course thanks jerry and thanks to all of our speakers today um i wanted to conclude this by letting everyone know where they can find additional information about the isda ibor fallback documentation the links on this website will give you information about background documents that is that has published for educational purposes as well as links to the actual is the ivor fallback supplement protocol and the bilateral templates that you've gone through that we've gone through today if you have questions please email benchmarkreform is the dot org or any of the other email addresses for specific purposes that we've covered today thank you hi i'm hannah paterson from the linklaters dakota team and i'm going to give you a run through today of is to create in the context of some of the interest rate reform documents so is to create is a platform on which you can negotiate deliver and execute documents it's intended to make your life easier and create efficiencies in the negotiation and delivery of your documents the first page when you log on to is to create is this page so we call this the dashboard it's intended to give a birds eye overview of the management information on your account and it comes in two parts this top section is the analytics panel and the bottom half is the activity table the analytics panel provides a visual representation of some of the key analytics that you can get on the platform so for example you have this first graph which shows what your users or team are currently engaged with and you can hover over to see a breakdown of particular users the second graph shows negotiation stages by turn and it shows how many negotiations are sat with you or your counterparties and what stage they're at the third graph shows the time elapsed and it shows a breakdown of the number of days since the last action there is then this filter bar which allows you to filter to find negotiations of a particular type the bottom part of this screen shows the activity table and that sets out you're able to filter so you can find negotiations at a certain stage or of a certain type or with a certain user and basically forms a to-do list however the key bit that you probably want to know about is how you start negotiations when you navigate to the library you're able to see all of the documents that are available to negotiate or create and negotiate through is to create so here you'll see first the is the initial margin documents these were the documents that the platform was originally set up for and that was because there was a regulatory push to put in place initial margin documentation since then and especially with the pushback of initial margin implementation the focus has shifted and we've added on new documents so we now have a couple of generic amendment agreements and a number of interest rate reform documents we're constantly adding to the interest rate reform documents as they get published by esther so taking the first one the interest rate reform document so this is um one of the documents that is related to the eyeball fallbacks protocol it's labeled as one b in the is the documents library and you'll see on the left hand side we have a set of elections and on the right hand side we have a visual representation of the pre-printed is the document now is decree allows you to go through and make various elections that are envisaged by the is the published document one thing that's a little different about this interest rate reform document is is the when it published documents also published a number of standard amendments or kind of writer language that can be included in this amendment agreement in section two further amendments so we'll be able to show you how that's been represented in the platform so when you're going through and drafting the document you are able to make the elections that are um envisaged in the document that is drafted and so at each stage you're able to click and go to that particular provision if you're unsure what the provision means and insta has included footnotes you're able to find where the footnote is by selecting this button and then selecting the footnote to understand um what instead wanted you to think about when you're drafting this you're able to make the various selections that you need and as you click through certain or extra options may appear so for example on the further amendment section and if you select applicable various extra elections will appear and this reflects as i mentioned earlier the fact that certain template language was also published by isda so if for example we want to exclude existing documents from the scope of the eyeball four bytes protocol we can make this applicable and then we're able to select to insert language from the insta publish template wording and as you may be aware there's various options if i select option one you will see that language appears on the right hand side to reflect what was in that template amendment language and then various extra options appear so i might want to list the triggers and fallbacks in the paragraph and if i do so a box will appear where i can type in whatever i want to include however it may be that i want to include that in the annex so i take this and instead select the to include the triggers and fall backs in the relevant annex and if i select this button i can then go to that annex and i can fill in the document and the language that i want to include and you'll see that as i do this it appears on the preview screen i may change my mind and want to select a different option and if i do i would then have similar options that would appear and so the intention is that you would go through and fill in all of the various options that are necessary to um to fully agree whatever changes you want to in relation to this document as with any is the document there's always an ability to make changes so although the elections on the left-hand side correspond to elections that are in the pre-printed form the platform also has an other provision section so if you wanted to make changes you could make whatever bespoke changes you wanted to um once you have chosen or selected and filled in the document as you want to you're then able to send the negotiation so for this example i had started just from the document and i'm able to search for my account party so perhaps i search for is there um this is linked up to the lei database and any entity which has an lei will appear here i can however add a bespoke entity and an email address that i want to send it to once i've done that i'm then able to confirm the parties and send that to my counterparty the example i've just run through was starting an invitation from scratch however sometimes i might want to create presets presets are effectively templates and you're able to create as many presets as you would like you create a preset by navigating to the presets tab in the library section you can select new preset and then you select the document you might want to create the preset of for example perhaps i want to use the euro sdr amendment agreement i can create as many presets as i like so i'm going to create a specific one for when i'm negotiating against eu counterparties by creating the preset i'm able to then start from this particular set of elections each time i want to send out this type of agreement so it saves time when drafting it also allows me when i receive an invitation to compare that invitation against what is my house position so there you can see i've now saved a preset and i can start an invitation from that preset if i want to and so in terms of the negotiation life cycle we thought about sending an invitation and perhaps creating presets which you might want to do prior to sending an invitation the second of the three stages of negotiation lifestyle are negotiation so this is when a counterparty has accepted your invitation to negotiate and then sent back some comments on that document the negotiation can go backwards and forwards between you and your counterparty as many times as it's necessary to enable you to agree the document you can see for example in my dashboard i can find a negotiation that i've received so you can see here that three weeks ago i received a negotiation to or an invitation to negotiate the euro sdr amendment agreement when i open that i can unlock that which means that i'm the active user when i do do that i can then compare it to the preset i just made and any changes i can see by looking at this navigation panel so if i select this button i can click on not agreed and it easily takes me to any elections that i have a different position to my counterparty my counterparty wants to make this applicable i had put not applicable if i make this applicable you'll see that this goes green and shows that we have agreed very quick way of comparing my position to my counterparty's position once i've gone through that i'm then able to send that back to my counterparty and i'm doing that by accepting the election and then sending that back to my counterparty the one thing i didn't mention was that when you set up presets you're also able to set up approvals so approvals are the ability to require that any change to a particular position would require the approval of another member of my organization so this is quite useful if for example you know that changing perhaps the compensation provision should be agreed by the risk team or the legal team or the sales team and you're able to include as many approvers as required and if i tried to change something that was subject to an approval then it would create a notification to the relevant approver and before that negotiation could go back to my counterparty the approver would need to approve it some other points that are useful to note are in relation to completed negotiations so i said that there were three stages in the negotiation lifecycle once you've sent your invitation you negotiate it at the end of the negotiation and assuming you've got any approvals that are necessary you're then able to move to the final stage so that's where you've agreed the document and i can look for some of the documents that are in execution stage by using this this tab which allows me to find the ones that are at this stage so you can see that this document is in execution stage that means me and my counterparty have agreed all of the elections and we've received any approvals necessary and crucially we've agreed what date we're going to sign it on at that time we're then able to download the signature pack which contains an execution version in pdf and signature pages for me and my counterparty i can then once i've downloaded my signature pages i execute offline in the usual way and my counterparty can also log on and execute offline and then upload the signature pages and confirm that we've executed following confirmation that execution has occurred you're then able to access some extra data so this is metadata around the elections of the data so if i select the completed tab i can see some of the negotiations that have already been completed and you can see here an ability to download the audit trail and also a metadata file so the audit trail shows you the all of the different um actions that have happened on this negotiation so very useful if you're trying to go back and find out perhaps who has approved something or what um who made changes to particular provision the other thing that you're able to download is the metadata the metadata shows the data that you can get from the document so it shows all of the elections that have been made and what the response to those elections were and this is something that you can then use apis to plug into internal systems it doesn't really look like very much to us but um a computer would find that much easier to read so i think we've covered all of the stages of the negotiation lifecycle and focusing particularly on the interest rate reform document that we looked at earlier there are lots of resources on instacrate so if you are using the platform and you have any questions you're able to access the resources and usually able to answer your own questions because it's intended to be easy to use and we have a number of videos and questions that you can use to assist but of course if you ever have questions there are also support services available so there's a phone number and an email address that is available during uk business hours the platform has got quite a lot of functionality now so demonstrations get longer and longer but if you would like a tailored demonstration to the documents that you are hoping to use on is to create or you want to just investigate and see the platform further then please get in contact with linklatersnakoda or instadirectly