View source for 1987 ISDA wikitext

{{ISDA Master Agreement 1987 Preamble}}
{{ISDA Master Agreement 1987 1}}
{{ISDA Master Agreement 1987 2}}
{{ISDA Master Agreement 1987 3}}
{{ISDA Master Agreement 1987 4}}
{{isda87prov|4}}	'''{{isda87prov|Agreements}}'''<br>
Each party agrees with the other that, so long as it has or may have any obligation under this {{isda87prov|Agreement}} or under any {{isda87prov|Credit Support Document}} to which it is a party:-<br>
{{isda87prov|4(a)}}	'''{{isda87prov|Furnish Specified Information}}'''. It will deliver to the other party:-<br>
:{{isda87prov|4(a)(i)}}	any forms, documents or certificates relating to taxation specified in Part 3 of the {{isda87prov|Schedule}} or any {{isda87prov|Confirmation}}; and<br>
:{{isda87prov|4(a)(ii)}}	any other documents specified in Part 3 of the {{isda87prov|Schedule}} or any {{isda87prov|Confirmation}},<br>
by the date specified in Part 3 of the {{isda87prov|Schedule}} or such {{isda87prov|Confirmation}} or, if none is specified, as soon as practicable.<br>
{{isda87prov|4(b)}}	'''{{isda87prov|Maintain Authorisations}}'''. It will use all reasonable efforts to maintain in full force and effect all {{isda87prov|consent}}s of any governmental or other authority that are required to be obtained by it with respect to this {{isda87prov|Agreement}} or any {{isda87prov|Credit Support Document}} to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.<br>
{{isda87prov|4(c)}}	'''{{isda87prov|Comply with Laws}}'''. It will comply in all material respects with all applicable {{isda87prov|law}}s and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this {{isda87prov|Agreement}} or any {{isda87prov|Credit Support Document}} to which it is a party.<br>
{{isda87prov|4(d)}}	'''{{isda87prov|Tax Agreement}}'''. It will give notice of any failure of a representation made by it under Section {{isda87prov|3(f)}} to be accurate and true promptly upon learning of such failure.<br>
{{isda87prov|4(e)}}	'''{{isda87prov|Payment of Stamp Tax}}'''. ft will pay any {{isda87prov|Stamp Tax}} levied or imposed upon it or in respect of its execution or performance of this {{isda87prov|Agreement}} by a jurisdiction in which it is incorporated, organised, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this {{isda87prov|Agreement}} is located (“'''{{isda87prov|Stamp Tax Jurisdiction}}'''”) and will indemnify the other party against any {{isda87prov|Stamp Tax}} levied or imposed upon the other party or in respect of the other party's execution or performance of this {{isda87prov|Agreement}} by any such {{isda87prov|Stamp Tax Jurisdiction}} which is not also a {{isda87prov|Stamp Tax Jurisdiction}} with respect to the other party.<br>
{{ISDA Master Agreement 1987 4}}

{{isda87prov|5}}	'''{{isda87prov|Events of Default and Termination Events}}'''.<br>
{{isda87prov|5(a)}}	'''{{isda87prov|Events of Default}}'''. The occurrence at any time with respect to a party or, if applicable, any {{isda87prov|Specified Entity}} of such party, of any of the following events constitutes an event of default (an “'''{{isda87prov|Event of Default}}'''”) with respect to such party:-<br>
:{{isda87prov|5(a)(i)}}	'''{{isda87prov|Failure to Pay}}'''. Failure by the party to pay, when due, any an10unt required to be paid by it under this {{isda87prov|Agreement}} if such failure is not remedied on or before the third {{isda87prov|Business Day}} after notice of such failure to pay is given to the party;<br>
:{{isda87prov|5(a)(ii)}}	'''{{isda87prov|Breach of Agreement}}'''. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to pay any amount required to be paid by it under this Agreement or to give notice of a {{isda87prov|Termination Event}} or any agreement or obligation under Section {{isda87prov|4(a)(i)}} or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;<br>
:{{isda87prov|5(a)(iii)}}	'''{{isda87prov|Credit Support Default}}'''.<br>
::(1)	Failure by the party or any applicable {{isda87prov|Specified Entity}} to comply with or perform any agreement or obligation to be complied with or performed by the party or such {{isda87prov|Specified Entity}} in accordance with any {{isda87prov|Credit Support Document}} if such failure is continuing after any applicable grace period has elapsed;<br>
::(2)	the expiration or termination of such {{isda87prov|Credit Support Document}}, or the ceasing of such {{isda87prov|Credit Support Document}} to be in full force and effect, prior to the final {{isda87prov|Scheduled Payment Date}} of each {{isda87prov|Swap Transaction}} to which such {{isda87prov|Credit Support Document}} relates without the written {{isda87prov|consent}} of the other party; or<br>
::(3)	the party or such {{isda87prov|Specified Entity}} repudiates, or challenges the validity of, such {{isda87prov|Credit Support Document}};<br>
:{{isda87prov|5(a)(iv)}}	'''{{isda87prov|Misrepresentation}}'''. A representation (other than a representation under Section {{isda87prov|3(e)}} or (f)) made or repeated or deemed to have been made or repeated by the party or any applicable {{isda87prov|Specified Entity}} in this Agreement or any {{isda87prov|Credit Support Document}} relating to this Agreement proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;<br>
:{{isda87prov|5(a)(v)}}	'''{{isda87prov|Default under Specified Swaps}}'''. The occurrence of an event of default in respect of the party or any applicable {{isda87prov|Specified Entity}} under a {{isda87prov|Specified Swap}} which, following the giving of any applicable notice or the lapse of any applicable grace period, has resulted in the designation or occurrence of an early termination date in respect of such {{isda87prov|Specified Swap}};<br>
:{{isda87prov|5(a)(vi)}}	'''{{isda87prov|Cross Default}}'''. If “'''{{isda87prov|Cross Default}}'''” is specified in Part I of the {{isda87prov|Schedule}} as applying to the party, <br>
::(1)	the occurrence or existence of an event or condition in respect of such party or any applicable {{isda87prov|Specified Entity}} under one or more agreements or instruments relating to {{isda87prov|Specified Indebtedness}} of such party or any such {{isda87prov|Specified Entity}} in an aggregate amount of not less than the Threshold Amount (as specified in Part 1 of the {{isda87prov|Schedule}}) which has resulted in such {{isda87prov|Specified Indebtedness}} becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or <br>
::(2)	the failure by such party or any such {{isda87prov|Specified Entity}} to make one or more payments at maturity in an aggregate amount of not less than the Threshold Amount under such agreements or instruments (after giving effect to any applicable grace period);<br>
:{{isda87prov|5(a)(vii)}}	'''{{isda87prov|Bankruptcy}}'''. The party or any applicable {{isda87prov|Specified Entity}}:-<br>
::(1)	is dissolved; <br>
::(2)	becomes insolvent or fails or is unable or admits in writing its inability generally to pay its debts as they become due; <br>
::(3)	makes a general assignment, arrangement or composition with or for the benefit of its creditors; <br>
::(4)	institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency {{isda87prov|law}} or other similar {{isda87prov|law}} affecting creditors' rights, or a petition is presented for the winding-up or liquidation of the party or any such {{isda87prov|Specified Entity}}, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition <br>
:::(A)	results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for the winding-up or liquidation of the party or such {{isda87prov|Specified Entity}} or <br>
:::(B)	is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; <br>
::(5)	has a resolution passed for its winding-up or liquidation; <br>
::(6)	seeks or becomes subject to the appointment of an administrator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (regardless of how brief such appointment may be, or whether any obligations are promptly assumed by another entity or whether any other event described in this clause (6) has occurred and is continuing); <br>
::(7)	any event occurs with respect to the party or any such {{isda87prov|Specified Entity}} which, under the applicable {{isda87prov|law}}s of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (6) (inclusive); or<br>
::(8)	takes any action in furtherance of, or indicating its {{isda87prov|consent}} to, approval of, or acquiescence in, any of the foregoing acts;<br>
other than in the case of clause (1) or (5) or, to the extent it relates to those clauses, clause (8), for the purpose of a consolidation, amalgamation or merger which would not constitute an event described in (viii) below; or<br>
:{{isda87prov|5(a)(viii)}}	'''{{isda87prov|Merger Without Assumption}}'''. The party consolidates or amalgamates with, or merges into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:-<br>
::(1)	the resulting, surviving or transferee entity fails to assume all the obligations of such party under this Agreement by operation of {{isda87prov|law}} or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or<br>
::(2)	the benefits of any {{isda87prov|Credit Support Document}} relating to this Agreement fail to extend (without the {{isda87prov|consent}} of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.<br>
{{ISDA Master Agreement 1987 5(b)}}
{{isda87prov|5(c)}}	'''{{isda87prov|Event of Default and Illegality}}'''. If an event or circumstance which would otherwise constitute or give rise to an {{isda87prov|Event of Default}} also constitutes an {{isda87prov|Illegality}}, it will be treated as an {{isda87prov|Illegality}} and will not constitute an {{isda87prov|Event of Default}}.<br>
{{isda87prov|6}}	'''{{isda87prov|Early Termination}}'''<br>
{{isda87prov|6(a)}}	'''{{isda87prov|Right to Terminate Following Event of Default}}'''. If at any time an {{isda87prov|Event of Default}} with respect to a party (the “'''{{isda87prov|Defaulting Party}}'''”) has occurred and is then continuing, the other party may, by not more than 20 days notice to the {{isda87prov|Defaulting Party}} specifying the relevant {{isda87prov|Event of Default}}, designate a day not earlier than the day such notice is effective as an {{isda87prov|Early Termination Date}} in respect of all outstanding {{isda87prov|Swap Transaction}}s. However, an {{isda87prov|Early Termination Date}} will be deemed to have occurred in respect of all {{isda87prov|Swap Transaction}}s immediately upon the occurrence of any {{isda87prov|Event of Default}} specified in Section {{isda87prov|5(a)(vii)}}(1), (2), (3), (5), (6), (7) or (8) and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence of any {{isda87prov|Event of Default}} specified in Section {{isda87prov|5(a)(vii)(4)}}.<br>
{{ISDA Master Agreement 1987 6(b)}}

{{isda87prov|6(c)}}	'''{{isda87prov|Effect of Designation}}'''.<br>
:{{isda87prov|6(c)(i)}}	If notice designating an {{isda87prov|Early Termination Date}} is given under Section {{isda87prov|6(a)}} or (b), the {{isda87prov|Early Termination Date}} will occur on the date so designated, whether or not the relevant {{isda87prov|Event of Default}} or {{isda87prov|Termination Event}} is continuing on the relevant {{isda87prov|Early Termination Date}}.<br>
:{{isda87prov|6(c)(ii)}}	Upon the effectiveness of notice designating an {{isda87prov|Early Termination Date}} (or the deemed occurrence of an {{isda87prov|Early Termination Date}}), the obligations of the parties to make any further payments under Section {{isda87prov|2(a)(i)}} in respect of the {{isda87prov|Terminated Transaction}}s will terminate, but without prejudice to the other provisions of this Agreement.<br>
{{isda87prov|6(d)}}	'''{{isda87prov|Calculations}}'''.<br>
:{{isda87prov|6(d)(i)}}	'''Statement'''. Following the occurrence of an {{isda87prov|Early Termination Date}}, each party will make the calculations (including calculation of applicable interest rates) on its part contemplated by Section {{isda87prov|6(e)}} and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations) and (2) giving details of the relevant account to which any payment due to it under Section {{isda87prov|6(e)}} is to be made. In the absence of written continuation of a quotation obtained in determining a {{isda87prov|Market Quotation}} from the source providing such quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.<br>
:{{isda87prov|6(d)(ii)}}	'''{{isda87prov|Due Date}}'''. The amount calculated as being payable under Section {{isda87prov|6(e)}} will be due on the day that notice of the amount payable is effective (in the case of an Early Tem1ination Date which is designated or deemed to occur as a result of an {{isda87prov|Event of Default}}) and not later than the day which is two {{isda87prov|Business Day}}s after the day on which notice of the amount payable is effective (in the case of an {{isda87prov|Early Termination Date}} which is designated as a result of a {{isda87prov|Termination Event}}). Such amount will be paid together with (to the extent permitted under applicable {{isda87prov|law}}) interest thereon in the {{isda87prov|Termination Currency}} from (and including) the relevant {{isda87prov|Early Termination Date}} to (but excluding) the relevant due date, calculated as follows:-<br>
::(1)	if notice is given designating an {{isda87prov|Early Termination Date}} or if an {{isda87prov|Early Termination Date}} is deemed to occur, in either case as a result of an {{isda87prov|Event of Default}}, at the {{isda87prov|Default Rate}}; or<br>
::(2)	if notice is given designating an {{isda87prov|Early Termination Date}} as a result of a {{isda87prov|Termination Event}}, at the {{isda87prov|Default Rate}} minus I% per annum.<br>
Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.<br>
{{isda87prov|6(e)}}	'''{{isda87prov|Payments on Early Termination}}'''.<br>
:{{isda87prov|6(e)(i)}}	'''{{isda87prov|Defaulting Party or One Affected Party}}'''. If notice is given designating an {{isda87prov|Early Termination Date}} or if an {{isda87prov|Early Termination Date}} is deemed to occur and there is a {{isda87prov|Defaulting Party}} or only one {{isda87prov|Affected Party}}, the other party will determine the {{isda87prov|Settlement Amount}} in respect of the {{isda87prov|Terminated Transaction}}s and:-<br>
::(1)	if there is a {{isda87prov|Defaulting Party}}, the {{isda87prov|Defaulting Party}} will pay to the other party the excess, if a positive number, of (A) the sum of such {{isda87prov|Settlement Amount}} and the {{isda87prov|Termination Currency Equivalent}} of the {{isda87prov|Unpaid Amounts}} owing to the other party over (B) the {{isda87prov|Termination Currency Equivalent}} of the {{isda87prov|Unpaid Amounts}} owing to the {{isda87prov|Defaulting Party}}; and<br>
::(2)	if there is an {{isda87prov|Affected Party}}, the payment to be made will be equal to (A) the sum of such {{isda87prov|Settlement Amount}} and the {{isda87prov|Termination Currency Equivalent}} of the {{isda87prov|Unpaid Amounts}} owing to the party determining the {{isda87prov|Settlement Amount}} (“'''X'''”) less (B) the {{isda87prov|Termination Currency Equivalent}} of the {{isda87prov|Unpaid Amounts}} owing to the party not determining the {{isda87prov|Settlement Amount}} (“'''Y'''”).<br>
:{{isda87prov|6(e)(ii)}}	'''{{isda87prov|Two Affected Parties}}'''. If notice is given of an {{isda87prov|Early Termination Date}} and there are two Affected Parties, each party will determine a {{isda87prov|Settlement Amount}} in respect of the {{isda87prov|Terminated Transaction}}s and the payment to be made will be equal to (1) the sum of (A) one-half of the difference between the {{isda87prov|Settlement Amount}} of the party with the higher {{isda87prov|Settlement Amount}} (“'''X'''”) and the {{isda87prov|Settlement Amount}} of the party with the lower {{isda87prov|Settlement Amount}} (“'''Y'''”) and (B) the {{isda87prov|Termination Currency Equivalent}} of the {{isda87prov|Unpaid Amounts}} owing to X less (2) the {{isda87prov|Termination Currency Equivalent}} of the {{isda87prov|Unpaid Amounts}} owing to Y.<br>
:{{isda87prov|6(e)(iii)}}	'''{{isda87prov|Party Owing}}'''. If the amount calculated under Section {{isda87prov|6(e)(i)(2)}} or (ii) is a positive number, Y will pay such amount to X; if such amount is a negative number, X will pay the absolute value of such amount to Y.<br>
:{{isda87prov|6(e)(iv)}}	'''{{isda87prov|Adjustment for Bankruptcy}}'''. In circumstances where an {{isda87prov|Early Termination Date}} is deemed to occur, the amount determined under Section {{isda87prov|6(e)(i)}} will be subject to such adjustments as are appropriate and permitted by {{isda87prov|law}} to reflect any payments made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant {{isda87prov|Early Termination Date}} to the date for payment determined under Section {{isda87prov|6(d)(ii)}}.<br>
:{{isda87prov|6(e)(v)}}	'''{{isda87prov|Pre-Estimate of Loss}}'''. The parties agree that the amounts recoverable under this Section {{isda87prov|6(e)}} are a reasonable pre-estimate of loss and not a penalty. Such amounts are payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.<br>
{{ISDA Master Agreement 1987 6}}

{{isda87prov|7}}	'''{{isda87prov|Transfer}}'''<br>
Subject to Section {{isda87prov|6(b)}} and to any exception provided in the {{isda87prov|Schedule}}, neither this Agreement nor any interest or obligation in or under this Agreement may be transferred by either party without the prior written {{isda87prov|consent}} of the other party (other than pursuant to a consolidation or amalgamation with, or merger into, or transfer of all or substantially all its assets to, another entity) and any purported transfer without such {{isda87prov|consent}} will be void.<br>
{{ISDA Master Agreement 1987 7}}

{{isda87prov|8}}	'''{{isda87prov|Contractual Currency}}'''<br>
{{isda87prov|8(a)}}	'''{{isda87prov|Payment in the Contractual Currency}}'''. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “'''{{isda87prov|Contractual Currency}}'''”). To the extent permitted by applicable {{isda87prov|law}}, any obligation to make payments under this Agreement in the {{isda87prov|Contractual Currency}} will not be discharged or satisfied by any tender in any currency other than the {{isda87prov|Contractual Currency}}, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the {{isda87prov|Contractual Currency}}, of the full amount in the {{isda87prov|Contractual Currency}} of all amounts due in respect of this Agreement. If for any reason the amount in the {{isda87prov|Contractual Currency}} so received falls short of the amount in the {{isda87prov|Contractual Currency}} due in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable {{isda87prov|law}}, immediately pay such additional amount in the {{isda87prov|Contractual Currency}} as may be necessary to compensate for the shortfall. If for any reason the amount in the {{isda87prov|Contractual Currency}} so received exceeds the amount in the {{isda87prov|Contractual Currency}} due in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.<br>
{{isda87prov|8(b)}}	'''{{isda87prov|Judgments}}'''. To the extent permitted by applicable {{isda87prov|law}}, if any judgment or order expressed in a currency other than the {{isda87prov|Contractual Currency}} is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the {{isda87prov|Contractual Currency}} received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the {{isda87prov|Contractual Currency}} received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the {{isda87prov|Contractual Currency}} is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the {{isda87prov|Contractual Currency}}, to purchase the {{isda87prov|Contractual Currency}} with the amount of the currency of the judgment or order actually received by such party. The term “'''rate of exchange'''” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the {{isda87prov|Contractual Currency}}.<br>
{{isda87prov|8(c)}}	'''{{isda87prov|Separate Indemnities}}'''. To the extent permitted by applicable {{isda87prov|law}}, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums due in respect of this Agreement.<br>
{{isda87prov|8(d)}}	'''{{isda87prov|Evidence of Loss}}'''. For the purpose of this Section {{isda87prov|8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.<br>
{{ISDA Master Agreement 1987 8}}

{{isda87prov|9}}	'''{{isda87prov|Miscellaneous}}'''.<br>
{{isda87prov|9(a)}}	'''{{isda87prov|Entire Agreement}}'''. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.<br>
{{isda87prov|9(b)}}	'''{{isda87prov|Amendments}}'''. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing and executed by each of the parties or confirmed by an exchange of telexes.<br>
{{isda87prov|9(c)}}	'''{{isda87prov|Survival of Obligations}}'''. Except as provided in Section {{isda87prov|6(c)(ii)}}, the obligations of the parties under this Agreement will survive the termination of any {{isda87prov|Swap Transaction}}.<br>
{{isda87prov|9(d)}}	'''{{isda87prov|Remedies Cumulative}}'''. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by {{isda87prov|law}}.<br>
{{isda87prov|9(e)}}	'''{{isda87prov|Counterparts and Confirmations}}'''.<br>
:{{isda87prov|9(e)(i)}}	This Agreement may be executed in counterparts, each of which will be deemed an original.<br>
:{{isda87prov|9(e)(ii)}}	A {{isda87prov|Confirmation}} may be executed in counterparts or be created by an exchange of telexes, which in either case will be sufficient for all purposes to evidence a binding supplement to this Agreement. Any such counterpart or telex will specify that it constitutes a {{isda87prov|Confirmation}}.<br>
{{isda87prov|9(f)}}	'''{{isda87prov|No Waiver of Rights}}'''. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.<br>
{{isda87prov|9(g)}}	'''{{isda87prov|Headings}}'''. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.<br>
{{ISDA Master Agreement 1987 9}}

{{isda87prov|10}}	'''{{isda87prov|Multibranch Parties}}'''<br>
If a party is specified as a Multibranch Party in Part 4 of the {{isda87prov|Schedule}}, such Multibranch Party may make and receive payments under any {{isda87prov|Swap Transaction}} through any of its branches or offices listed in the {{isda87prov|Schedule}} (each an “'''{{isda87prov|Office}}'''”). The {{isda87prov|Office}} through which it so makes and receives payments for the purpose of any {{isda87prov|Swap Transaction}} will be specified in the relevant {{isda87prov|Confirmation}} and any change of {{isda87prov|Office}} for such purpose requires the prior written {{isda87prov|consent}} of the other party. Each Multibranch Party represents to the other party that, notwithstanding the place of payment, the obligations of each {{isda87prov|Office}} are for all purposes under this Agreement the obligations of such Multibranch Party. This representation will be deemed to be repeated by such Multibranch Party on each date on which a {{isda87prov|Swap Transaction}} is entered into.<br>
{{ISDA Master Agreement 1987 10}}

{{isda87prov|11}}	'''{{isda87prov|Expenses}}'''<br>
A {{isda87prov|Defaulting Party}} will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and {{isda87prov|Stamp Tax}}, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or by reason of the early termination of any {{isda87prov|Swap Transaction}}, including, but not limited to, costs of collection.<br>
{{ISDA Master Agreement 1987 11}}

{{isda87prov|12}}	'''{{isda87prov|Notices}}'''<br>
{{isda87prov|12(a)}}	'''{{isda87prov|Effectiveness}}'''. Any notice or communication in respect of this Agreement will be sufficiently given to a party if in writing and delivered in person, sent by certified or registered mail (airmail, if overseas) or the equivalent (with return receipt requested) or by overnight courier or given by telex (with answerback received) at the address or telex number specified in Part 4 of the {{isda87prov|Schedule}}. A notice or communication will be effective:-<br>
:{{isda87prov|12(a)(i)}}	if delivered by hand or sent by overnight courier, on the day it is delivered (or if that day is not a day on which commercial banks are open for business in the city specified in the address for notice provided by the recipient (a “'''Local Banking Day'''”), or if delivered after the close of business on a Local Banking Day, on the first following day that is a Local Banking Day);<br>
:{{isda87prov|12(a)(ii)}}	if sent by telex, on the day the recipient's answerback is received (or if that day is not a Local Banking Day, or if after the close of business on a Local Banking Day, on the first following day that is a Local Banking Day); or<br>
:{{isda87prov|12(a)(iii)}}	if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), three Local Banking Days after despatch if the recipient's address for notice is in the same country as the place of despatch and otherwise seven Local Banking Days after despatch.<br>
{{isda87prov|12(b)}}	'''{{isda87prov|Change of Addresses}}'''. Either party may by notice to the other change the address or telex number at which notices or communications are to be given to it.<br>
{{ISDA Master Agreement 1987 12}}

{{isda87prov|13}}	'''{{isda87prov|Governing Law and Jurisdiction}}'''<br>
{{isda87prov|13(a)}}	'''{{isda87prov|Governing Law}}'''. This Agreement will be governed by and construed in accordance with the {{isda87prov|law}} specified in Part 4 of the {{isda87prov|Schedule}}.<br>
{{isda87prov|13(b)}}	'''{{isda87prov|Jurisdiction}}'''. With respect to any suit, action or proceedings relating to this Agreement (“'''{{isda87prov|Proceedings}}'''”), each party irrevocably:-<br>
:{{isda87prov|13(b)(i)}}	submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English {{isda87prov|law}}, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the {{isda87prov|law}}s of the State of New York; and<br>
:{{isda87prov|13(b)(ii)}}	waives any objection which it may have at any time to the laying of venue of any {{isda87prov|Proceedings}} brought in any such court, waives any claim that such {{isda87prov|Proceedings}} have been brought in an inconvenient forum and further waives the right to object, with respect to such {{isda87prov|Proceedings}}, that such court does not have jurisdiction over such party.<br>
Nothing in this Agreement precludes either party from bringing {{isda87prov|Proceedings}} in any other jurisdiction (outside, if this Agreement is expressed to be governed by English {{isda87prov|law}}, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of {{isda87prov|Proceedings}} in any one or more jurisdictions preclude the bringing of {{isda87prov|Proceedings}} in any other jurisdiction.<br>
{{isda87prov|13(c)}}	'''{{isda87prov|Service of Process}}'''. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in Part 4 of the {{isda87prov|Schedule}} to receive, for it and on its behalf, service of process in any {{isda87prov|Proceedings}}. [f for any reason any party's Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably {{isda87prov|consent}} to service of process given in the manner provided for notices in Section {{isda87prov|12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by {{isda87prov|law}}.<br>
{{isda87prov|13(d)}}	'''{{isda87prov|Waiver of Immunities}}'''. Each party irrevocably waives, to the fullest extent permitted by applicable {{isda87prov|law}}, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any {{isda87prov|Proceedings}} in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable {{isda87prov|law}}, that it will not claim any such immunity in any {{isda87prov|Proceedings}}.<br>
{{ISDA Master Agreement 1987 13}}
{{isda87prov|14}}	'''{{isda87prov|Definitions}}'''<br>
As used in this Agreement:-<br>
{{ISDA Master Agreement 1987 Affected Party}}
“'''{{isda87prov|Affected Transactions}}'''” means (a) with respect to any {{isda87prov|Termination Event}} consisting of an {{isda87prov|Illegality}}, {{isda87prov|Tax Event}} or {{isda87prov|Tax Event Upon Merger}}, all {{isda87prov|Swap Transaction}}s affected by the occurrence of such {{isda87prov|Termination Event}} and (b) with respect to any other {{isda87prov|Termination Event}}, all {{isda87prov|Swap Transaction}}s.<br>
“'''{{isda87prov|Affiliate}}'''” means, subject to Part 4 of the {{isda87prov|Schedule}}, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity under common control with the person. For this purpose, “'''control'''” of any entity or person means ownership of a majority of the voting power of the entity or person.<br>
“'''{{isda87prov|Burdened Party}}'''” has the meaning specified in Section {{isda87prov|5(b)}}.<br>
“'''{{isda87prov|Business Day}}'''” means (a) in relation to any payment due under Section {{isda87prov|2(a)(i)}}, a day on which commercial banks and foreign exchange markets are open for business in the place(s) specified in the relevant {{isda87prov|Confirmation}} and (b) in relation to any other payment, a day on which commercial banks and foreign exchange markets are open for business in the place where the relevant account is located and, if different, in the principal financial centre of the currency of such payment.<br>
{{ISDA Master Agreement 1987 Change in Tax Law}}
“'''{{isda87prov|consent}}'''” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.<br>
“'''{{isda87prov|Credit Event Upon Merger}}'''” has the meaning specified in Section {{isda87prov|5(b)}}.<br>
{{ISDA Master Agreement 1987 Credit Support Document}}
“'''{{isda87prov|Default Rate}}'''” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) of funding the relevant amount plus I% per annum.<br>
“'''{{isda87prov|Defaulting Party}}'''” has the meaning specified in Section {{isda87prov|6(a)}}.<br>
“'''{{isda87prov|Early Termination Date}}'''” means the date specified as such in a notice given under Section {{isda87prov|6(a)}} or {{isda87prov|6(b)(iv)}}.<br>
“'''{{isda87prov|Event of Default}}'''” has the meaning specified in Section {{isda87prov|5(a)}}.<br>
“'''{{isda87prov|Illegality}}'''” has the meaning specified in Section {{isda87prov|5(b)}}.<br>
{{ISDA Master Agreement 1987 Indemnifiable Tax}}
“'''{{isda87prov|law}}'''” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and “'''{{isda87prov|law}}ful'''” and “'''un{{isda87prov|law}}ful'''” will be construed accordingly.<br>
“'''{{isda87prov|Loss}}'''” means, with respect to a {{isda87prov|Terminated Transaction}} and a party, an amount equal to the total amount (expressed as a positive amount) required, as determined as of the relevant {{isda87prov|Early Termination Date}} (or, if an {{isda87prov|Early Termination Date}} is deemed to occur, as of a time as soon thereafter as practicable) by the party in good faith, to compensate it for any losses and costs (including loss of bargain and costs of funding but excluding legal fees and other out-of-pocket expenses) that it may incur as a result of the early termination of the obligations of the parties in respect of such {{isda87prov|Terminated Transaction}}. If a party determines that it would gain or benefit from such early termination, such party's {{isda87prov|Loss}} will be an amount (expressed as a negative amount) equal to the amount of the gain or benefit as determined by such party.<br>
“'''{{isda87prov|Market Quotation}}'''” means, with respect to a {{isda87prov|Terminated Transaction}} and a party to such {{isda87prov|Terminated Transaction}} making the determination, an amount (which may be negative) determined on the basis of quotations from {{isda87prov|Reference Market-maker}}s for the amount that would be or would have been payable on the relevant {{isda87prov|Early Termination Date}}, either by the party to the {{isda87prov|Terminated Transaction}} making the determination (to be expressed as a positive amount) or to such party (to be expressed as a negative amount), in consideration of an agreement between such party and the quoting {{isda87prov|Reference Market-maker}} and subject to such documentation as they may in good faith agree, with the relevant {{isda87prov|Early Termination Date}} as the date of commencement of such agreement (or, if later, the date specified as the effective date of such {{isda87prov|Terminated Transaction}} in the relevant {{isda87prov|Confirmation}}), that would have the effect of preserving for such party the economic equivalent of the payment obligations of the parties under Section {{isda87prov|2(a)(i)}} in respect of such {{isda87prov|Terminated Transaction}} that would, but for the occurrence of the relevant {{isda87prov|Early Termination Date}}, fall due after such {{isda87prov|Early Termination Date}} (excluding any {{isda87prov|Unpaid Amounts}} in respect of such {{isda87prov|Terminated Transaction}} but including, without limitation, any amounts that would, but for the occurrence of the relevant {{isda87prov|Early Termination Date}}, have been payable (assuming each applicable condition precedent had been satisfied) after such {{isda87prov|Early Termination Date}} by reference to any period in which such {{isda87prov|Early Termination Date}} occurs). The party making the determination (or its agent) will request each {{isda87prov|Reference Market-maker}} to provide its quotation to the extent practicable as of the same time (without regard to different time zones) on the relevant {{isda87prov|Early Termination Date}} (or, if an {{isda87prov|Early Termination Date}} is deemed to occur, as of a time as soon thereafter as practicable). The time as of which such quotations are to be obtained will, if only one party is obliged to make a determination under Section {{isda87prov|6(e)}}, be selected in good faith by that party and otherwise will be agreed by the parties. If more than three such quotations are provided, the {{isda87prov|Market Quotation}} will be the arithmetic mean of the {{isda87prov|Termination Currency Equivalent}} of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the {{isda87prov|Market Quotation}} will be the quotation remaining after disregarding the quotations having the highest and lowest values. If fewer than three quotations are provided, it will be deemed that the {{isda87prov|Market Quotation}} in respect of such {{isda87prov|Terminated Transaction}} cannot be determined.<br>
“'''{{isda87prov|Office}}'''” has the meaning specified in Section {{isda87prov|I0.<br>
“'''{{isda87prov|Potential Event of Default}}'''” means any event which, with the giving of notice or the lapse of time or both, would constitute an {{isda87prov|Event of Default}}.<br>
“'''{{isda87prov|Reference Market-maker}}s'''” means four leading dealers in the relevant swap market selected by the party determining a {{isda87prov|Market Quotation}} in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city.<br>
“'''{{isda87prov|Relevant Jurisdiction}}'''” means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where a branch or office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.<br>
“'''{{isda87prov|Scheduled Payment Date}}'''” means a date on which a payment is due under Section {{isda87prov|2(a)(i)}} with respect to a {{isda87prov|Swap Transaction}}.<br>
“'''{{isda87prov|Settlement Amount}}'''” means, with respect to a party and any {{isda87prov|Early Termination Date}}, the sum of: -<br>
:(a)	the {{isda87prov|Termination Currency Equivalent}} of the {{isda87prov|Market Quotation}}s (whether positive or negative) for each {{isda87prov|Terminated Transaction}} for which a {{isda87prov|Market Quotation}} is determined; and<br>
:(b)	for each {{isda87prov|Terminated Transaction}} for which a {{isda87prov|Market Quotation}} is not, or cannot be, determined, the {{isda87prov|Termination Currency Equivalent}} of such party's {{isda87prov|Loss}} (whether positive or negative);<br>
provided that if the parties agree that an amount may be payable under Section {{isda87prov|6(e)}} to a {{isda87prov|Defaulting Party}} by the other party, no account shall be taken of a {{isda87prov|Settlement Amount}} expressed as a negative number.<br>
“'''{{isda87prov|Specified Entity}}'''” has the meaning specified in Part I of the {{isda87prov|Schedule}}.<br>
“'''{{isda87prov|Specified Indebtedness}}'''” means, subject to Part I of the {{isda87prov|Schedule}}, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.<br>
{{ISDA Master Agreement 1987 Specified Swap}}
“'''{{isda87prov|Stamp Tax}}'''” means any stamp, registration, documentation or similar tax.<br>
“'''{{isda87prov|Tax}}'''” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.<br>
“'''{{isda87prov|Tax Event}}'''” has the meaning specified in Section {{isda87prov|5(b)}}.<br>
“'''{{isda87prov|Tax Event Upon Merger}}'''” has the meaning specified in Section {{isda87prov|5(b)}}.<br>
{{ISDA Master Agreement 1987 Terminated Transaction}}
“'''{{isda87prov|Termination Currency}}'''” has the meaning specified in Part I of the {{isda87prov|Schedule}}.<br>
“'''{{isda87prov|Termination Currency Equivalent}}'''” means, in respect of any amount denominated in the {{isda87prov|Termination Currency}}, such {{isda87prov|Termination Currency}} amount and, in respect of any amount denominated in a currency other than the {{isda87prov|Termination Currency}} (the “'''Other Currency'''”), the amount in the {{isda87prov|Termination Currency}} determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant {{isda87prov|Early Termination Date}} with the {{isda87prov|Termination Currency}} at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the {{isda87prov|Termination Currency}} at or about 11.00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value the relevant {{isda87prov|Early Termination Date}}. The foreign exchange agent will, if only one party is obliged to make a determination under Section {{isda87prov|6(e)}}, be selected in good faith by that party and otherwise will be agreed by the parties.<br>
“'''{{isda87prov|Termination Event}}'''” means an {{isda87prov|Illegality}}, a {{isda87prov|Tax Event}}, a {{isda87prov|Tax Event Upon Merger}} or a {{isda87prov|Credit Event Upon Merger}}.<br>
“'''{{isda87prov|Unpaid Amounts}}'''” owing to any party means, with respect to any {{isda87prov|Early Termination Date}}, the aggregate of the amounts that became due and payable (or that would have become due and payable but for Section {{isda87prov|2(a)(iii)}} or the designation or occurrence of such {{isda87prov|Early Termination Date}}) to such party under Section {{isda87prov|2(a)(i)}} in respect of all {{isda87prov|Terminated Transaction}}s by reference to all periods ended on or prior to such {{isda87prov|Early Termination Date}} and which remain unpaid as at such {{isda87prov|Early Termination Date}}, together with (to the extent permitted under applicable {{isda87prov|law}} and in lieu of any interest calculated under Section {{isda87prov|2(e)}}) interest thereon, in the currency of such amounts, from (and including) the date such amounts became due and payable or would have become due and payable to (but excluding) such {{isda87prov|Early Termination Date}}, calculated as follows:-<br>
:(a)	in the case of notice of an {{isda87prov|Early Termination Date}} given as a result of an {{isda87prov|Event of Default}}:-<br>
::(i)	interest on such amounts due and payable by a {{isda87prov|Defaulting Party}} will be calculated at the {{isda87prov|Default Rate}}; and<br>
::(ii)	interest on such amounts due and payable by the other party will be calculated at a rate per annum equal to the cost to such other party (as certified by it) if it were to fund such amounts (without proof or evidence of any actual cost); and<br>
:(b)	in the case of notice of an {{isda87prov|Early Termination Date}} given as a result of a {{isda87prov|Termination Event}}, interest on such amounts due and payable by either party will be calculated at a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party and regardless of whether due and payable by such party) if it were to fund or of funding such amounts.<br>
Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed.<br>
{{ISDA Master Agreement 1987 14}}



IN WITNESS WHEREOF the parties have executed this document as of the date specified on the first page of this document.<br>
 
<br>
SCHEDULE<br>
to the<br>
Interest Rate and Currency Exchange Agreement<br>
dated as of <br>
between [SPECIFY] (“'''Party A'''”) and  [SPECIFY] (“'''Party B'''”)<br>
<br>
Part 1	 Termination Provisions<br>
In this Agreement:-<br>
(1)	“'''{{isda87prov|Specified Entity}}'''” means in relation to Party A for the purpose of: -<br>
Section {{isda87prov|5(a)(iii)}} and (iv) and Section {{isda87prov|5(b)(i)}}: [SPECIFY] <br>
Section {{isda87prov|5(a)(v)}}: [SPECIFY] <br>
Section {{isda87prov|5(a)(vi)}}: [SPECIFY] <br>
Section {{isda87prov|5(a)(vii)}}: [SPECIFY] <br>
in relation to Party B for the purpose of: -<br>
Section {{isda87prov|5(a)(iii) and (iv) and Section {{isda87prov|5(b)(i)}}: [SPECIFY] <br>
Section {{isda87prov|5(a)(v)}}: [SPECIFY] <br>
Section {{isda87prov|5(a)(vi)}}: [SPECIFY] <br>
Section {{isda87prov|5(a)(vii)}}: [SPECIFY] <br>
(2)	“'''{{isda87prov|Specified Swap}}'''” will have the meaning specified in Section {{isda87prov|14}} unless another meaning is specified here: [SPECIFY].<br>
(3)	The “'''Cross Default'''” provisions of Section {{isda87prov|S(a)(vi)}}: <br>
:(a)	will/will not* apply to Party A<br>
:(b)	will/will not* apply to Party B<br>
If such provisions apply: -<br>
(4)	“'''{{isda87prov|Specified Indebtedness}}'''” will have the meaning specified in Section {{isda87prov|14}} unless another meaning is specified here: [SPECIFY] <br>
(5)	“'''Threshold Amount'''” means: [SPECIFY]<br>
(6)	“'''{{isda87prov|Termination Currency}}'''” means [SPECIFY], if such currency is specified and freely available, and otherwise United States Dollars.<br>
(7)	The “'''{{isda87prov|Credit Event Upon Merger}}'''” provisions of Section {{isda87prov|5(b)(iv)}} <br>
:(a)	will/will not* apply to Party A<br>
:(b)	will/will not* apply to Party B<br>
<br>
Part 2	Tax Representations<br>
Representations of Party A<br>
(1)	Payer Tax Representation. For the purpose of Section {{isda87prov|3(e)}}, Party A will/will not* make the following representation:-<br>
It is not required by any applicable {{isda87prov|law}}, as modified by the practice of any relevant governmental revenue authority, of any {{isda87prov|Relevant Jurisdiction}} to make any deduction or withholding for or on account of any {{isda87prov|Tax}} from any payment (other than interest under Section {{isda87prov|2(e)}}) to be made by it to the other party under this Agreement. In making this representation, it may rely on:-<br>
:(i)	the accuracy of any representation made by the other party pursuant to Section {{isda87prov|3(f)}};<br>
:(ii)	the satisfaction of the agreement of the other party contained in Section {{isda87prov|4(a)(i)}} and the accuracy and effectiveness of any document provided by the other party pursuant to Section {{isda87prov|4(a)(i)}}; and<br>
:(iii)	the satisfaction of the agreement of the other party contained in Section {{isda87prov|4(d)}}.<br>
(2)	Payee Tax Representations. For the purpose of Section {{isda87prov|3(f)}}, Party A makes the representation(s) specified below: -<br>
:(a)	The following representation will/will not* apply:-<br>
It is fully eligible for the benefits of the “'''Business Profits'''” or “'''Industrial and Commercial Profits'''” provision, as the case may be, the “'''Interest'''” provision or the “'''Other Income'''” provision (if any) of the Specified Treaty with respect to any payment described in such provisions and received or to be received by it in connection with this Agreement and no such payment is attributable to a trade or business carried on by it through a permanent establishment in the Specified Jurisdiction.<br>
If such representation applies, then:-<br>
(3)	“'''Specified Treaty'''” means [SPECIFY].<br>
(4)	“'''Specified Jurisdiction'''” means [SPECIFY].<br>
:(a)	The following representation will/will not* apply:-<br>
Each payment received or to be received by it in connection with this Agreement relates to the regular business operations of the party (and not to an investment of the party).<br>
:(b)	The following representation will/will not* apply:-<br>
Each payment received or to be received by it in connection with this Agreement will be effectively connected with its conduct of a trade or business in the Specified Jurisdiction.<br>
If such representation applies, then “'''Specified Jurisdiction'''” means [SPECIFY].<br>
:(c)	The following representation will/will not* apply:-<br>
It is a bank recognised by the United Kingdom Inland Revenue as carrying on a bona fide banking business in the United Kingdom, is entering into this Agreement in the ordinary course of such business and will bring into account payments made and received under this Agreement in computing its income for United Kingdom tax purposes.<br>
:(d)	Other representations:- [SPECIFY].<br>
N.B. The above representations may need modification if either party is a Multibranch Party.<br>
Representations of Party B<br>
(5)	Payer Tax Representation. For the purpose of Section {{isda87prov|3(e)}}, Party A will/will not* make the following representation:-<br>
It is not required by any applicable {{isda87prov|law}}, as modified by the practice of any relevant governmental revenue authority, of any {{isda87prov|Relevant Jurisdiction}} to make any deduction or withholding for or on account of any {{isda87prov|Tax}} from any payment (other than interest under Section {{isda87prov|2(e)}}) to be made by it to the other party under this Agreement. In making this representation, it may rely on:-<br>
:(i)	the accuracy of any representation made by the other party pursuant to Section {{isda87prov|3(f)}};<br>
:(ii)	the satisfaction of the agreement of the other party contained in Section {{isda87prov|4(a)(i)}} and the accuracy and effectiveness of any document provided by the other party pursuant to Section {{isda87prov|4(a)(i)}}; and<br>
:(iii)	the satisfaction of the agreement of the other party contained in Section {{isda87prov|4(d).<br>
(6)	Payee Tax Representations. For the purpose of Section {{isda87prov|3(f)}}, Party A makes the representation(s) specified below: -<br>
:(a)	The following representation will/will not* apply:-<br>
It is fully eligible for the benefits of the “'''Business Profits'''” or “'''Industrial and Commercial Profits'''” provision, as the case may be, the “'''Interest'''” provision or the “'''Other Income'''” provision (if any) of the Specified Treaty with respect to any payment described in such provisions and received or to be received by it in connection with this Agreement and no such payment is attributable to a trade or business carried on by it through a permanent establishment in the Specified Jurisdiction.<br>
If such representation applies, then:-<br>
“'''Specified Treaty'''” means [SPECIFY].<br>
“'''Specified Jurisdiction'''” means [SPECIFY].<br>
:(b)	The following representation will/will not* apply:-<br>
Each payment received or to be received by it in connection with this Agreement relates to the regular business operations of the party (and not to an investment of the party).<br>
:(c)	The following representation will/will not* apply:-<br>
Each payment received or to be received by it in connection with this Agreement will be effectively connected with its conduct of a trade or business in the Specified Jurisdiction.<br>
If such representation applies, then “'''Specified Jurisdiction'''” means [SPECIFY].<br>
:(d)	The following representation will/will not* apply:-<br>
It is a bank recognised by the United Kingdom Inland Revenue as carrying on a bona fide banking business in the United Kingdom, is entering into this Agreement in the ordinary course of such business and will bring into account payments made and received under this Agreement in computing its income for United Kingdom tax purposes.<br>
:(e)	Other representations:- [SPECIFY].<br>
N.B. The above representations may need modification if either party is a Multibranch Party.<br>
Part 3	Documents to be delivered <br>
For the purpose of Section {{isda87prov|4(a)}}:-<br>
(1)	{{isda87prov|Tax}} forms, documents or certificates to be delivered are:-
Party required to deliver document	Form/Document/ Certificate<br>
	Date by which to be delivered
		
		
		
<br>
(2)	Other documents to be delivered are: -
Party required to deliver document	Form/Document/ Certificate	Date by which to be delivered	Covered by Section {{isda87prov|3(d)}} Representation
			
			
			
<br>
Part 4	Miscellaneous<br>
(1)	Governing law. This Agreement will be governed by and construed in accordance with English {{isda87prov|law}}/the {{isda87prov|law}}s of the State of New York without reference to choice of {{isda87prov|law}} doctrine*.<br>
(2)	Process Agent. For the purpose of Section {{isda87prov|13(c)}}: -<br>
:(a)	Party A appoints as its Process Agent: [SPECIFY].<br>
:(b)	Party B appoints as its Process Agent: [SPECIFY].<br>
(3)	“'''{{isda87prov|Affiliate}}'''” will have the meaning specified in Section {{isda87prov|14 unless another meaning is specified here: [SPECIFY]<br>
(4)	Multibranch Party. For the purpose of Section {{isda87prov|10: -<br>
:(a)	Party A is/is not* a Multibranch Party and, if so, may act through the following {{isda87prov|Office}}s:- [SPECIFY].<br>
:(b)	Party B is/is not* a Multibranch Party and, if so, may act through the following {{isda87prov|Office}}s:- [SPECIFY].<br>
(5)	Addresses for Notices. For the purpose of Section {{isda87prov|12(a)}}: - <br>
:(a)	Address for notices or communications to Party A: - [SPECIFY].<br>
:(b)	Address for notices or communications to Party B: - [SPECIFY].<br>
(6)	{{isda87prov|Credit Support Document}}. Details of any {{isda87prov|Credit Support Document}}: - [SPECIFY].<br>
(7)	Netting of Payments. If indicated here, “Net Payments - Corresponding Payment Dates” will apply for the purpose of Section {{isda87prov|2(c)}} with effect from the date of this Agreement: - [SPECIFY].<br>
Part 5	Other Provisions<br>
[SPECIFY] <br>