Talk:Calculations - ISDA Provision: Difference between revisions

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(i) Statement  
(i) Statement  
 
“Subject as provided below, on or as soon as reasonably practicable following the occurrence of an Early Termination Date, the Calculation Agent in respect of the Notes (on behalf of the Issuer) (where the Hedge Counterparty is the Defaulting Party or the sole Affected Party) or the Hedge Counterparty (where the Issuer is the Defaulting Party or the sole Affected Party or where there are two Affected Parties) will make the calculations contemplated [by paragraph (s) (Payments on Early Termination) of Part 1 hereof] [Note: Part 1 of the Master Hedging Terms does not seem to include a para. (s). Please clarify which paragraph this is intended to refer to. Is there any reason why Section 6(e) is not referred to?]  and will provide to either the Issuer and the Hedge Counterparty or the Issuer and the Calculation Agent (as applicable) a statement (1) showing, in reasonable detail, such calculations (including any quotations, market data or information from internal sources used in making such calculations), (2) specifying any Early Termination Amount payable and (3) giving details of the relevant account to which any amount payable to the Issuer is to be paid. If the calculations contemplated [by paragraph (s) (Payments on Early Termination) of Part 1 hereof] have not been made and/or the relevant statement has not been delivered within 30 days of the relevant Early Termination Date, the Hedge Counterparty (or, where the Hedge Counterparty is the Defaulting Party or the sole Affected Party, the Sole Noteholder (subject to receipt by the Issuer of evidence to its satisfaction that a Sole Noteholder is at the relevant time the 100 per cent. beneficial owner of the Notes, which evidence may take the form of a EUCLID or ClearstreamOnline screenshot) may (at its own expense) appoint a leading bank or financial institution (which is not an Affiliate of the Hedge Counterparty) engaged in the interbank market or other appropriate market that is most closely connected with the calculation(s) contemplated [by paragraph (s) (Payments on Early Termination) of Part 1 hereof] (acting through its principal London office or any other office actively involved in such market) (such bank or financial institution, the “Third Party Agent”), to make such calculations and the parties agree that the calculations made by such Third Party Agent shall (in the absence of manifest error or fraud) be final and binding upon all parties.”
Subject as provided below, on or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party (or, in the case of the Issuer, the Calculation Agent (in accordance with Part 1(e) of the Schedule to this Agreement) on behalf of the Issuer) will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement
 
:(1) showing, in reasonable detail, such calculations (including any quotations, market data or information from internal sources used in making such calculations),
:(2) specifying (except where there are two Affected Parties) any Early Termination Amount payable and
:(3) giving details of the relevant account to which any amount payable to it is to be paid.
 
In the absence of written confirmation from the source of a quotation or market data obtained in determining a Close-out Amount, the records of the party obtaining such quotation or market data will be conclusive evidence of the existence and accuracy of such quotation or market data. 
 
If the Hedge Counterparty is the party making the calculations contemplated by Section 6(e), it shall use all reasonable efforts to make such calculations and provide such statement by 17:30 London time on the first Reference Business Day (as defined in the Conditions of the relevant Series of Notes) following the relevant Early Termination Date. If the Issuer is the party making the calculations contemplated by Section 6(e), for the purposes of determining whether any such calculations and/or statement was provided by (or on behalf of) the Issuer as soon as reasonably practicable following the relevant Early Termination Date, the parties shall take into account whether a Counterparty Bankruptcy Credit Event (as defined in the Conditions of the relevant Series of Notes) has occurred with respect to the Hedge Counterparty and/or whether any termination of the appointment of the Calculation Agent or any appointment of a replacement Calculation Agent in has occurred or is pending (in accordance with Part 4(e) of the Schedule to this Agreement),  it being recognised that the Issuer will not be able to make such calculations itself and that the Calculation Agent will be making such calculations on behalf of the Issuer. If the Issuer is the party responsible for making the calculations contemplated by Section 6(e) and no such calculations have been made and/or such statement delivered to the Hedge Counterparty within 30 days of the relevant Early Termination Date, the Hedge Counterparty may (at its own expense) appoint a leading bank or financial institution (which is not an Affiliate of the Hedge Counterparty) engaged in the interbank market or other appropriate market that is most closely connected with the calculation(s) contemplated by Section 6(e) (acting through its principal London office or any other office actively involved in such market) (such bank or financial institution, the “Third Party Agent”), to make such calculations on behalf of the Issuer and the parties agree that the calculations made by such Third Party Agent pursuant to Section 6(e) shall (in the absence of manifest error or fraud) be final and binding upon all parties.  
 
(ii) Payment Date  
(ii) Payment Date  


An Early Termination Amount in respect of any Early Termination Date will, together with any amount of interest payable pursuant to Section 9(h)(ii)(2), be payable by the third Reference Business Day prior to the related Early Redemption Date of the relevant Series of the Notes provided that if an effective notice of the amount payable has not by such time been provided by the party making the calculations contemplated by Section 6(e) such Early Termination Amount will be payable on the day on which such notice is effective.
An Early Termination Amount in respect of any Early Termination Date will, together with any amount of interest payable pursuant to Section 9(h)(ii)(2), be payable by the third Reference Business Day prior to the related Early Redemption Date of the relevant Series of the Notes provided that if an effective notice of the amount payable has not by such time been provided by the party making the calculations contemplated by Section 6(e) such Early Termination Amount will be payable on the day on which such notice is effective.

Latest revision as of 12:03, 22 February 2023

“(d) Calculations; Payment Date.

(i) Statement “Subject as provided below, on or as soon as reasonably practicable following the occurrence of an Early Termination Date, the Calculation Agent in respect of the Notes (on behalf of the Issuer) (where the Hedge Counterparty is the Defaulting Party or the sole Affected Party) or the Hedge Counterparty (where the Issuer is the Defaulting Party or the sole Affected Party or where there are two Affected Parties) will make the calculations contemplated [by paragraph (s) (Payments on Early Termination) of Part 1 hereof] [Note: Part 1 of the Master Hedging Terms does not seem to include a para. (s). Please clarify which paragraph this is intended to refer to. Is there any reason why Section 6(e) is not referred to?] and will provide to either the Issuer and the Hedge Counterparty or the Issuer and the Calculation Agent (as applicable) a statement (1) showing, in reasonable detail, such calculations (including any quotations, market data or information from internal sources used in making such calculations), (2) specifying any Early Termination Amount payable and (3) giving details of the relevant account to which any amount payable to the Issuer is to be paid. If the calculations contemplated [by paragraph (s) (Payments on Early Termination) of Part 1 hereof] have not been made and/or the relevant statement has not been delivered within 30 days of the relevant Early Termination Date, the Hedge Counterparty (or, where the Hedge Counterparty is the Defaulting Party or the sole Affected Party, the Sole Noteholder (subject to receipt by the Issuer of evidence to its satisfaction that a Sole Noteholder is at the relevant time the 100 per cent. beneficial owner of the Notes, which evidence may take the form of a EUCLID or ClearstreamOnline screenshot) may (at its own expense) appoint a leading bank or financial institution (which is not an Affiliate of the Hedge Counterparty) engaged in the interbank market or other appropriate market that is most closely connected with the calculation(s) contemplated [by paragraph (s) (Payments on Early Termination) of Part 1 hereof] (acting through its principal London office or any other office actively involved in such market) (such bank or financial institution, the “Third Party Agent”), to make such calculations and the parties agree that the calculations made by such Third Party Agent shall (in the absence of manifest error or fraud) be final and binding upon all parties.” (ii) Payment Date

An Early Termination Amount in respect of any Early Termination Date will, together with any amount of interest payable pursuant to Section 9(h)(ii)(2), be payable by the third Reference Business Day prior to the related Early Redemption Date of the relevant Series of the Notes provided that if an effective notice of the amount payable has not by such time been provided by the party making the calculations contemplated by Section 6(e) such Early Termination Amount will be payable on the day on which such notice is effective.

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