Template:ISDA Master Agreement 1987 Schedule

ISDA ® International Swap Dealers Associations, Inc. SCHEDULE to the Interest Rate and Currency Exchange Agreement dated as of ......................................
......................................	and	......................................
(“Party A”)		(“Party B”)
[established as a [COUNTERPARTY TYPE]]		[established as a [COUNTERPARTY TYPE]]
[with company number [NUMBER]]		[with company number [NUMBER]]
[under the laws of [JURISDICTION]]		[under the laws of [JURISDICTION]]
[acting through its [BRANCH]]*		[acting through its [BRANCH]]

Part 1 Termination Provisions
In this Agreement:-
1(1) “Specified Entity” means in relation to Party A for the purpose of: -
Section 5(a)(iii) and (iv) and Section 5(b)(i): [SPECIFY]
Section 5(a)(v): [SPECIFY]
Section 5(a)(vi): [SPECIFY]
Section 5(a)(vii): [SPECIFY]
in relation to Party B for the purpose of: -
Section 5(a)(iii) and {5(a)(iv) and Section 5(b)(i): [SPECIFY]
Section 5(a)(v): [SPECIFY]
Section 5(a)(vi): [SPECIFY]
Section 5(a)(vii): [SPECIFY]
1(2) “Specified Swap” will have the meaning specified in Section 14 unless another meaning is specified here: [SPECIFY].
1(3) The “Cross Default” provisions of Section S(a)(vi):

(a) will/will not* apply to Party A

(b) will/will not* apply to Party B

If such provisions apply: -
1(4) “Specified Indebtedness” will have the meaning specified in Section 14 unless another meaning is specified here: [SPECIFY]
1(5) “Threshold Amount” means: [SPECIFY]
1(6) “Termination Currency” means [SPECIFY], if such currency is specified and freely available, and otherwise United States Dollars.
1(7) The “Credit Event Upon Merger” provisions of Section 5(b)(iv)

(a) will/will not* apply to Party A

(b) will/will not* apply to Party B

Part 2 Tax Representations
Representations of Party A
2(1) Payer Tax Representation. For the purpose of Section 3(e), Party A will/will not* make the following representation:-
It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e)) to be made by it to the other party under this Agreement. In making this representation, it may rely on:-

(i) the accuracy of any representation made by the other party pursuant to Section 3(f);

(ii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i); and

(iii) the satisfaction of the agreement of the other party contained in Section 4(d).

2(2) Payee Tax Representations. For the purpose of Section 3(f), Party A makes the representation(s) specified below: -

(a) The following representation will/will not* apply:-

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.

If such representation applies, then:-
2(3) “Specified Treaty” means [SPECIFY].
2(4) “Specified Jurisdiction” means [SPECIFY].

(a) The following representation will/will not* apply:-

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).

(b) The following representation will/will not* apply:-

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.
If such representation applies, then “Specified Jurisdiction” means [SPECIFY].

(c) The following representation will/will not* apply:-

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.

(d) Other representations:- [SPECIFY].

N.B. The above representations may need modification if either party is a Multibranch Party.
Representations of Party B
[[2(5) - ISDA Provision|2(5) ]]Payer Tax Representation. For the purpose of Section 3(e), Party A will/will not* make the following representation:-
It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e)) to be made by it to the other party under this Agreement. In making this representation, it may rely on:-

(i) the accuracy of any representation made by the other party pursuant to Section 3(f);

(ii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i); and

(iii) the satisfaction of the agreement of the other party contained in Section {{isda87prov|4(d).

(6) Payee Tax Representations. For the purpose of Section 3(f), Party A makes the representation(s) specified below: -

(a) The following representation will/will not* apply:-

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.
If such representation applies, then:-
“Specified Treaty” means [SPECIFY].
“Specified Jurisdiction” means [SPECIFY].

(b) The following representation will/will not* apply:-

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).

(c) The following representation will/will not* apply:-

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.
If such representation applies, then “Specified Jurisdiction” means [SPECIFY].

(d) The following representation will/will not* apply:-

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.

(e) Other representations:- [SPECIFY].

N.B. The above representations may need modification if either party is a Multibranch Party.

Part 3 Documents to be delivered
For the purpose of Section 4(a):-
(1) Tax forms, documents or certificates to be delivered are:- Party required to deliver document Form/Document/ Certificate
Date by which to be delivered
(2) Other documents to be delivered are: - Party required to deliver document Form/Document/ Certificate Date by which to be delivered Covered by Section 3(d) Representation

Part 4 Miscellaneous
(1) Governing law. This Agreement will be governed by and construed in accordance with English law/the laws of the State of New York without reference to choice of law doctrine*.
(2) Process Agent. For the purpose of Section 13(c): -

(a) Party A appoints as its Process Agent: [SPECIFY].

(b) Party B appoints as its Process Agent: [SPECIFY].

(3) “Affiliate” will have the meaning specified in Section {{isda87prov|14 unless another meaning is specified here: [SPECIFY]
(4) Multibranch Party. For the purpose of Section {{isda87prov|10: -

(a) Party A is/is not* a Multibranch Party and, if so, may act through the following Offices:- [SPECIFY].

(b) Party B is/is not* a Multibranch Party and, if so, may act through the following Offices:- [SPECIFY].

(5) Addresses for Notices. For the purpose of Section 12(a): -

(a) Address for notices or communications to Party A: - [SPECIFY].

(b) Address for notices or communications to Party B: - [SPECIFY].

(6) Credit Support Document. Details of any Credit Support Document: - [SPECIFY].
(7) Netting of Payments. If indicated here, “Net Payments - Corresponding Payment Dates” will apply for the purpose of Section 2(c) with effect from the date of this Agreement: - [SPECIFY].

Part 5 Other Provisions
[SPECIFY]