ISDA Anatomy: Difference between revisions

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What is a [[swap]], as explained to my neighbour Phil. We developed these [[Category:Cut out and keep|cut-out-and-keep]] explainers to help Phil swot for his exams to be a tour guide to the city of London. (He passed!)
What is a [[swap]], as explained to my neighbour Phil. We developed these [[Category:Cut out and keep|cut-out-and-keep]] explainers to help Phil swot for his exams to be a tour guide to the city of London. (He passed!)


Then there’s the [[Swap history|history of the ISDA Master Agreement]] (some of which [[Children of the Forest|we freely admit we made up]]), and long, impassioned and liable-to-fall-upon-deaf-ears screeds about [[Close-out Netting]], the need for [[netting opinions]] [[When variation margin attacks|variation margin]], and various other things.  
Then there’s the [[Swap history|history of the ISDA Master Agreement]] (some of which [[Children of the Woods|we freely admit we made up]]), and long, impassioned and liable-to-fall-upon-deaf-ears screeds about [[Close-out Netting]], the need for [[netting opinions]] [[When variation margin attacks|variation margin]], and various other things.  
===[[Financial weapons of mass destruction]]{{tm}} corner===
===[[Financial weapons of mass destruction]]{{tm}} corner===
We are developing our own game of [[FWMD Top Trumps]]. It is what every neurotic millennial needs: Have fun ''and'' fret about forthcoming financial [[oblivion]]!  
We are developing our own game of [[FWMD Top Trumps]]. It is what every neurotic millennial needs: Have fun ''and'' fret about forthcoming financial [[oblivion]]!  

Revision as of 10:09, 21 March 2023

ISDA Anatomy™
Finding your way around the ISDA Anatomy, for those not minded to work it out for themselves.
Index: Click to expand:Navigation
See ISDA Comparison for a comparison between the 1992 ISDA and the 2002 ISDA.
The Varieties of ISDA Experience
Subject 2002 (wikitext) 1992 (wikitext) 1987 (wikitext)
Preamble Pre Pre Pre
Interpretation 1 1 1
Obligns/Payment 2 2 2
Representations 3 3 3
Agreements 4 4 4
EODs & Term Events 5 Events of Default: FTPDBreachCSDMisrepDUSTCross DefaultBankruptcyMWA Termination Events: IllegalityFMTax EventTEUMCEUMATE 5 Events of Default: FTPDBreachCSDMisrepDUSTCross DefaultBankruptcyMWA Termination Events: IllegalityTax EventTEUMCEUMATE 5 Events of Default: FTPDBreachCSDMisrepDUSSCross DefaultBankruptcyMWA Termination Events: IllegalityTax EventTEUMCEUM
Early Termination 6 Early Termination: ET right on EODET right on TEEffect of DesignationCalculations; Payment DatePayments on ETSet-off 6 Early Termination: ET right on EODET right on TEEffect of DesignationCalculationsPayments on ETSet-off 6 Early Termination: ET right on EODET right on TEEffect of DesignationCalculationsPayments on ET
Transfer 7 7 7
Contractual Currency 8 8 8
Miscellaneous 9 9 9
Offices; Multibranch Parties 10 10 10
Expenses 11 11 11
Notices 12 12 12
Governing Law 13 13 13
Definitions 14 14 14
Schedule Schedule Schedule Schedule
Termination Provisions Part 1 Part 1 Part 1
Tax Representations Part 2 Part 2 Part 2
Documents for Delivery Part 3 Part 3 Part 3
Miscellaneous Part 4 Part 4 Part 4
Other Provisions Part 5 Part 5 Part 5
Tell me more
Sign up for our newsletter — or just get in touch: for ½ a weekly 🍺 you get to consult JC. Ask about it here.

Here is the great landing page for the ISDA Master Agreement in all its beautiful articulations. There is a lot of information here: budding ninjas may just be amped up to dive in to the clause table a the bottom. For those seeking a gentler introduction to the world of derivatives — financial weapons of mass destruction (© Warren Buffett) after all, so to be handled with care — here is a quick overview:

The Anatomy

In the table below, your gateway to the in-depth clause-by-clause and subclause-by-subclause analysis. Each page contains:

  • The actual clause of the ISDA agreement
  • Our plain Englishnutshell” summary of that clause
  • A “comparison” section, summarising the differences between the corresponding clauses in the 1992 ISDA and the 2002 ISDA.
  • A “summary” section, explaining what the clause does, how it works, frequent amendments to it, and controversies in the ISDA community.
  • An optional “general” section, for those clauses of frequent controversy, going into a little more detail; and
  • An even-more-optional “details” section, that dives into the paranoid beating heart of ISDA Ninjery — though this is reserved for really special occasions.

You can also access the clauses alphabetically from the nifty little dropdowns in the infobox on the right of every page.

the JC’s plain English ISDA

Ever thought it would be great to have a summarised, de-pedantified, ISDA Master Agreement in a single place you could read through without feelings of remorse, loathing and an incoming migraine? Fear not! There is one! Here is JC’s whole, nutshell, plain English ISDA in one place!

Okay, and what about a side-by-side summary of the whole pain-English, full ISDA and the JC’s lovely, airy, high fibre, plain-English nutshell summary? Again, we’ve got you covered.

Booklets and whatnot

We also have anatomies of some — not all — of ISDA’s product booklets and credit support annexes, the most developed of which (including Equity Derivatives and EU Emissions Allowances are in the side-bar on the right under “Anatomies”.

Introductory material

What is a swap, as explained to my neighbour Phil. We developed these explainers to help Phil swot for his exams to be a tour guide to the city of London. (He passed!)

Then there’s the history of the ISDA Master Agreement (some of which we freely admit we made up), and long, impassioned and liable-to-fall-upon-deaf-ears screeds about Close-out Netting, the need for netting opinions variation margin, and various other things.

Financial weapons of mass destruction™ corner

We are developing our own game of FWMD Top Trumps. It is what every neurotic millennial needs: Have fun and fret about forthcoming financial oblivion!

The ISDA rabbithole

Late, for a very important date? Then strap yourselves in, readers...

Structure of the 2002 ISDA

Structure of the 1992 ISDA

Preamble
Preamble
1 Interpretation

1(a) Definitions
1(b) Inconsistency
1(c) Single Agreement

1 Interpretation

1(a) Definitions
1(b) Inconsistency
1(c) Single Agreement

2 Obligations

2(a) General Conditions (incl Section 2(a)(iii))
2(b) Change of Account
2(c) Netting
2(d) Deduction or Withholding for Tax

2 Obligations

2(a) General Conditions (incl Section 2(a)(iii))
2(b) Change of Account
2(c) Netting
2(d) Deduction or Withholding for Tax
2(e) Default Interest

3 Representations

3(a) Basic Representations
3(b) Absence of certain events
3(c) Absence of litigation
3(d) Accuracy of Specified Information
3(e) Payer Tax Representations
3(f) Payee Tax Representations
3(g) No Agency (2002 ISDA only)

3 Representations

3(a) Basic Representations
3(b) Absence of Certain Events
3(c) Absence of Litigation
3(d) Accuracy of Specified Information
3(e) Payer Tax Representations
3(f) Payee Tax Representations

4 Agreements

4(a) Furnish Specified Information
4(b) Maintain Authorisations
4(c) Comply with Laws
4(d) Tax Agreement
4(e) Payment of Stamp Tax

4 Agreements

4(a) Furnish Specified Information
4(b) Maintain Authorisations
4(c) Comply with Laws
4(d) Tax Agreement
4(e) Payment of Stamp Tax

5 Events of Default and Termination Events
5(a) Events of Default
5(a)(i) Failure to Pay or Deliver
5(a)(ii) Breach of Agreement
5(a)(iii) Credit Support Default
5(a)(iv) Misrepresentation
5(a)(v) Default Under Specified Transaction
5(a)(vi) Cross Default
5(a)(vii) Bankruptcy
5(a)(viii) Merger without Assumption
5(b) Termination Events
5(b)(i) Illegality
5(b)(ii) Force Majeure Event
5(b)(iii) Tax Event
5(b)(iv) Tax Event Upon Merger
5(b)(v) Credit Event Upon Merger
5(b)(vi) Additional Termination Event
5(c) Hierarchy of Events
5(d) Deferral of Payments and Deliveries During Waiting Period
5(e) Inability of Head or Home Office to Perform Obligations of Branch
5 Events of Default and Termination Events
5(a) Events of Default
5(a)(i) Failure to Pay or Deliver
5(a)(ii) Breach of Agreement
5(a)(iii) Credit Support Default
5(a)(iv) Misrepresentation
5(a)(v) Default Under Specified Transaction
5(a)(vi) Cross Default
5(a)(vii) Bankruptcy
5(a)(viii) Merger Without Assumption
5(b) Termination Events
5(b)(i) Illegality
5(b)(ii) Tax Event
5(b)(iii) Tax Event Upon Merger
5(b)(iv) Credit Event Upon Merger
5(b)(v) Additional Termination Event
5(c) Event of Default and Illegality
6 Early Termination
6(a) Right to Terminate following Event of Default
6(b) Right to Terminate following Termination Event
6(b)(i) Notice (of Termination Event)
6(b)(ii) Transfer to Avoid Termination Event
6(b)(iii) Two Affected Parties
6(b)(iv) Right to Terminate
6(c) Effect of Designation
6(d) Calculations
6(e) Payments on Early Termination
6(e)(i) Events of Default (Early Termination Payments)
6(e)(ii) Termination Events (Early Termination Payments)
6(e)(iii) Adjustment for Bankruptcy (Early Termination Payments)
6(e)(iv) Adjustment for Illegality or Force Majeure Event
6(e)(v) Pre-Estimate (Early Termination Payments)
6(f) Set Off
6 Early Termination
6(a) Right to Terminate Following Event of Default
6(b) Right to Terminate Following Termination Event
6(b)(i) Notice (of Termination Event)
6(b)(ii) Transfer to Avoid Termination Event
6(b)(iii) Two Affected Parties
6(b)(iv) Right to Terminate
6(c) Effect of Designation
6(d) Calculations
6(e) Payments on Early Termination
6(e)(i) Payments on Events of Default)
6(e)(ii) Payments on Termination Events
6(e)(iii) Adjustment for Bankruptcy
6(e)(iv) Pre-Estimates
7 Transfer

7 Transfer

8 Contractual Currency

8(a) Payment in Contractual Currency
8(b) Judgments
8(c) Separate Indemnities
8(d) Evidence of Loss

8 Contractual Currency

8(a) Payment in Contractual Currency
8(b) Judgments
8(c) Separate Indemnities
8(d) Evidence of Loss

9 Miscellaneous

9(a) Entire Agreement
9(b) Amendments
9(c) Survival of Obligations
9(d) Remedies Cumulative
9(e) Counterparts and Confirmations
9(f) No Waiver of Rights
9(g) Headings
9(h) Interest and Compensation (2002 ISDA only)

9 Miscellaneous

9(a) Entire Agreement
9(b) Amendments
9(c) Survival of Obligations
9(d) Remedies Cumulative
9(e) Counterparts and Confirmations
9(f) No Waiver of Rights
9(g) Headings

10 Offices; Multibranch Parties

10 Offices; Multibranch Parties

11 Expenses

11 Expenses

12 Notices

12(a) Effectiveness
12(b) Change of Addresses

12 Notices

12(a) Effectiveness
12(b) Change of Addresses

13 Governing Law and Jurisdiction

13(a) Governing Law
13(b) Jurisdiction
13(c) Service of Process
13(d) Waiver of immunities

13 Governing Law

13(a) Governing Law
13(b) Jurisdiction
13(c) Service of Process
13(d) Waiver of immunities

14 Definitions

Additional Representation
Additional Termination Event
Affected Party
Affected Transactions
Affiliate
Agreement
Applicable Close-out Rate
Applicable Deferral Rate
Automatic Early Termination
Burdened Party
Change in Tax Law
Close-out Amount
Confirmation
consent
Contractual Currency
Convention Court
Credit Event Upon Merger
Credit Support Document
Credit Support Provider
Cross-Default
Defaulting Party
Designated Event
Determining Party
Early Termination Amount
Early Termination Date
electronic messages
English law
Event of Default
Force Majeure Event
General Business Day
Illegality
Indemnifiable Tax
law
Local Business Day
Local Delivery Day
Master Agreement
Merger Without Assumption
Multiple Transaction Payment Netting
Non-affected Party
Non-default Rate
Non-defaulting Party
Office
Other Amounts
Payee
Payer
Potential Event of Default
Proceedings
Process Agent
rate of exchange
Relevant Jurisdiction
Schedule
Scheduled Settlement Date
Set-off
Specified Entity
Specified Indebtedness
Specified Transaction
Stamp Tax
Stamp Tax Jurisdiction
Tax
Tax Event
Tax Event Upon Merger
Terminated Transactions
Termination Currency
Termination Currency Equivalent
Termination Event
Termination Rate
Threshold Amount
Transaction
Unpaid Amounts
Waiting Period

14 Definitions

Additional Termination Event
Affected Party
Affected Transactions
Affiliate
Applicable Rate
Burdened Party
Change in Tax Law
consent
Credit Event Upon Merger
Credit Support Document
Credit Support Provider
Default Rate
Defaulting Party
Early Termination Date
Event of Default
Illegality
Indemnifiable Tax
law
Local Business Day
Loss
Market Quotation
Non-default Rate
Non-defaulting Party
Office
Potential Event of Default
Reference Market-makers
Relevant Jurisdiction
Scheduled Payment Date
Set-off
Settlement Amount
Specified Entity
Specified Indebtedness
Specified Transaction
Stamp Tax
Tax
Tax Event
Tax Event Upon Merger
Terminated Transactions
Termination Currency
Termination Currency Equivalent
Termination Event
Termination Rate
Unpaid Amounts