good faith and in a commercially reasonable manner. The Valuation Agent shall, upon request of Party B, provide to Party B a statement showing in reasonable detail such calculation;
‘‘Next Payment’’ means, in respect of each Next Payment Date, the greater of (i) the amount of any payments due to be made by Party A under Section 2(a) on such Next Payment Date less any payments due to be made by Party B under Section 2(a) on such Next Payment Date (in each case, after giving effect to any applicable netting under Section 2(c)) and (ii) zero.
‘‘Next Payment Date’’ means each date on which the next scheduled payment under any Transaction is due to be paid.
S&P Criteria
‘‘Credit Support Amount’’ shall mean, for the purposes of the S&P Criteria with respect to a Transferor on a Valuation Date, (i) if Threshold is zero for Party A: the sum of the MTM and the VB multiplied by the notional balance of the swap, and (ii) if Threshold is infinity for Party A, zero.
Where:
‘‘MTM’’ means Transferees Exposure; and
‘‘VB’’ means the relevant percentage set out in relevant table for Cross Currency Swaps (Fixed/Fixed, Fixed/Floating, and Floating/Floating) of S&P’s Global Interest Rate and Currency Swaps: Calculating the Collateral Required Amount published 26th February 2004, as applicable, for the relevant currency pairs.
Paragraph 3(b) of this Annex shall be amended by inserting the words ‘‘and shall provide each party (or the other party, if the Valuation Agent is a party) with a description in reasonable detail of how such calculations were made, upon request’’ after the word ‘‘calculations’’ in the third line thereof.
If Party A is at any time rated below ‘‘A3’’ or ‘‘Prime-2’’ by Moody’s, Party A shall (i) on a weekly basis (on the same date that the Valuation Agent makes its calculation), obtain a calculation from a party which is independent to Party A’s trading desk (or the equivalent) (for example the middle office or market risk department of Party A, Party A’s auditors or a consulting firm in derivative products appointed by Party A) to validate the calculation of any calculation by Party A’s trading desk (or the equivalent); and (ii) upon the written request of Moody’s, on a monthly basis, use its best efforts to seek two quotations from Reference Market-makers; provided that if 2 Reference Market-makers are not available to provide a quotation, then fewer than 2 Reference Market-makers may be used for such purpose, and if no Reference Market-makers are available, the Security Trustee will de termine an alternative source, for the purpose of calculations. Where more than one quotation is obtained, the quotation representing the greatest amount of Exposure of the Transferee shall be used by the Valuation Agent.’’
 |  |  |
| 1.8.8 | Definitions. As used in this Annex, the following terms shall mean: |
‘‘Moody’s’’ means Moody’s Investors Service Limited and includes any successors thereto.
‘‘S&P’’ means Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc.
‘‘Party A Currency Amount’’ shall bear the meaning given to it in the relevant Confirmation.
IN WITNESS WHEREOF the parties have signed this Annex as of the date first above written.
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HSBC USA Inc. By: Title: Date: |  | Turquoise Card Backed Securities plc By: Title: Date: |
| | |
APPENDIX A
Moody’s Eligible Collateral and Valuation Percentages

 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | FIRST TRIGGER |  |  | SECOND TRIGGER |
INSTRUMENT |  |  | |  |  | |
Sterling Cash |  |  |  |  | 100 | % |  |  |  |  | 100 | % |
EURO Cash |  |  |  |  | 98 | % |  |  |  |  | 96 | % |
U.S. Dollar Cash |  |  |  |  | 97 | % |  |  |  |  | 94 | % |
Fixed-Rate Negotiable Treasury Debt Issued by The U.S. Treasury Department with Remaining Maturity |
< 1 Year |  |  |  |  | 97 | % |  |  |  |  | 94 | % |
1 to 2 years |  |  |  |  | 97 | % |  |  |  |  | 93 | % |
2 to 3 years |  |  |  |  | 97 | % |  |  |  |  | 92 | % |
3 to 5 years |  |  |  |  | 97 | % |  |  |  |  | 91 | % |
5 to 7 years |  |  |  |  | 97 | % |  |  |  |  | 89 | % |
7 to 10 years |  |  |  |  | 97 | % |  |  |  |  | 88 | % |
10 to 20 years |  |  |  |  | 97 | % |  |  |  |  | 84 | % |
> 20 years |  |  |  |  | 97 | % |  |  |  |  | 82 | % |
Floating-Rate Negotiable Treasury Debt Issued by The U.S. Treasury Department |
All Maturities |  |  |  |  | 97 | % |  |  |  |  | 93 | % |
Fixed-Rate U.S. Agency Debentures with Remaining Maturity |
< 1 Year |  |  |  |  | 97 | % |  |  |  |  | 93 | % |
1 to 2 years |  |  |  |  | 97 | % |  |  |  |  | 92 | % |
2 to 3 years |  |  |  |  | 97 | % |  |  |  |  | 91 | % |
3 to 5 years |  |  |  |  | 97 | % |  |  |  |  | 90 | % |
5 to 7 years |  |  |  |  | 97 | % |  |  |  |  | 88 | % |
7 to 10 years |  |  |  |  | 97 | % |  |  |  |  | 87 | % |
10 to 20 years |  |  |  |  | 97 | % |  |  |  |  | 83 | % |
> 20 years |  |  |  |  | 97 | % |  |  |  |  | 81 | % |
Floating-Rate U.S. Agency Debentures |
All Maturities |  |  |  |  | 97 | % |  |  |  |  | 92 | % |
Fixed-Rate Euro-Zone Government Bonds Rated Aa3 or Above with Remaining Maturity |
< 1 Year |  |  |  |  | 98 | % |  |  |  |  | 96 | % |
1 to 2 years |  |  |  |  | 98 | % |  |  |  |  | 95 | % |
2 to 3 years |  |  |  |  | 98 | % |  |  |  |  | 94 | % |
3 to 5 years |  |  |  |  | 98 | % |  |  |  |  | 92 | % |
5 to 7 years |  |  |  |  | 98 | % |  |  |  |  | 90 | % |
7 to 10 years |  |  |  |  | 98 | % |  |  |  |  | 89 | % |
10 to 20 years |  |  |  |  | 98 | % |  |  |  |  | 84 | % |
> 20 years |  |  |  |  | 98 | % |  |  |  |  | 83 | % |
Floating-Rate Euro-Zone Government Bonds Rated Aa3 or Above |
All Maturities |  |  |  |  | 98 | % |  |  |  |  | 95 | % |
Fixed-Rate United Kingdom Gilts with Remaining Maturity |
< 1 Year |  |  |  |  | 100 | % |  |  |  |  | 99 | % |
1 to 2 years |  |  |  |  | 100 | % |  |  |  |  | 98 | % |
2 to 3 years |  |  |  |  | 100 | % |  |  |  |  | 97 | % |
3 to 5 years |  |  |  |  | 100 | % |  |  |  |  | 96 | % |
5 to 7 years |  |  |  |  | 100 | % |  |  |  |  | 95 | % |
7 to 10 years |  |  |  |  | 100 | % |  |  |  |  | 94 | % |
10 to 20 years |  |  |  |  | 100 | % |  |  |  |  | 89 | % |
> 20 years |  |  |  |  | 100 | % |  |  |  |  | 87 | % |
Floating-Rate United Kingdom Gilts |
All Maturities |  |  |  |  | 100 | % |  |  |  |  | 99 | % |
All other instruments |  |  | zero or such other percentage in respect of which Moody’s has delivered a written ratings affirmation in relation to all rated notes |  |  | zero or such other percentage in respect of which Moody’s has delivered a written ratings affirmation in relation to all rated notes |
For the purpose of the above table, (i) the column headed ‘‘Second Trigger’’ shall apply for so long as a Moody’s Second Trigger Rating Downgrade has occurred and is continuing and 30 or more Local Business Days have elapsed since the last time that no Moody’s Second Trigger Rating Downgrade had occurred and was continuing and (ii) the column headed ‘‘First Trigger’’ shall apply at any other time.