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{{ISDA Master Agreement 1987 1}}
{{ISDA Master Agreement 1987 1}}
{{ISDA Master Agreement 1987 2}}
{{ISDA Master Agreement 1987 2}}
{{isda87prov|3}} '''{{isda87prov|Representations}}'''<br>
Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a {{isda87prov|Swap Transaction}} is entered into and, in the case of the representations in Section {{isda87prov|3(f)}}, at all times until the termination of this {{isda87prov|Agreement}}) that:-<br>
{{isda87prov|3(a)}} '''{{isda87prov|Basic Representations}}'''.<br>
:{{isda87prov|3(a)(i)}} '''{{isda87prov|Status}}'''. It is duly organised and validly existing under the {{isda87prov|law}}s of the jurisdiction of its organisation or incorporation and, if relevant under such {{isda87prov|law}}s, in good standing;<br>
:{{isda87prov|3(a)(ii)}} '''{{isda87prov|Powers}}'''. It has the power to execute and deliver this {{isda87prov|Agreement}} and any other documentation relating to this {{isda87prov|Agreement}} that it is required by this {{isda87prov|Agreement}} to deliver and to perform its obligations under this {{isda87prov|Agreement}} and any obligations it has under any {{isda87prov|Credit Support Document}} to which it is a party and has taken all necessary action to authorise such execution, delivery and performance;<br>
:{{isda87prov|3(a)(iii)}} '''{{isda87prov|No Violation or Conflict}}'''. Such execution, delivery and performance do not violate or conflict with any {{isda87prov|law}} applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;<br>
:{{isda87prov|3(a)(iv)}} '''{{isda87prov|Consents}}'''. All governmental and other {{isda87prov|consent}}s that are required to have been obtained by it with respect to this {{isda87prov|Agreement}} or any {{isda87prov|Credit Support Document}} to which it is a party have been obtained and are in full force and effect and all conditions of any such {{isda87prov|consent}}s have been complied with; and<br>
:{{isda87prov|3(a)(v)}} '''{{isda87prov|Obligations Binding}}'''. Its obligations under this {{isda87prov|Agreement}} and any {{isda87prov|Credit Support Document}} to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar {{isda87prov|law}}s affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at {{isda87prov|law}})).<br>
:{{isda87prov|3(a)(vi)}} '''{{isda87prov|Absence of Certain Events}}'''. No {{isda87prov|Event of Default}} or {{isda87prov|Potential Event of Default}} or, to its knowledge, {{isda87prov|Termination Event}} with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this {{isda87prov|Agreement}} or any {{isda87prov|Credit Support Document}} to which it is a party.<br>
:{{isda87prov|3(a)(vii)}} '''{{isda87prov|Absence of Litigation}}'''. There is not pending or, to its knowledge, threatened against it or any of its {{isda87prov|Affiliate}}s any action, suit or proceeding at {{isda87prov|law}} or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that purports to draw into question, or is likely to affect, the legality, validity or enforceability against it of this {{isda87prov|Agreement}} or any {{isda87prov|Credit Support Document}} to which it is a party or its ability to perform its obligations under this {{isda87prov|Agreement}} or such {{isda87prov|Credit Support Document}}.<br>
:{{isda87prov|3(a)(viii)}} '''{{isda87prov|Accuracy of Specified Information}}'''. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section {{isda87prov|3(d)}} in paragraph 2 of Part 3 of the {{isda87prov|Schedule}} is, as of the date of the information, true, accurate and complete in every material respect.<br>
:{{isda87prov|3(a)(ix)}} '''{{isda87prov|Payer Tax Representation}}'''. Each representation specified in Part 2 of the {{isda87prov|Schedule}} as being made by it for the purpose of this Section {{isda87prov|3(e)}} is accurate and true.<br>
:{{isda87prov|3(a)(x)}} '''{{isda87prov|Payee Tax Representations}}'''. Each representation specified in Part 2 of the {{isda87prov|Schedule}} as being made by it for the purpose of this Section {{isda87prov|3(f)}} is accurate and true.<br>
{{ISDA Master Agreement 1987 3}}
{{ISDA Master Agreement 1987 3}}
{{ISDA Master Agreement 1987 4}}
{{ISDA Master Agreement 1987 5}}
{{ISDA Master Agreement 1987 6}}
{{ISDA Master Agreement 1987 7}}
{{ISDA Master Agreement 1987 8}}
{{ISDA Master Agreement 1987 9}}
{{ISDA Master Agreement 1987 10}}
{{ISDA Master Agreement 1987 11}}
{{ISDA Master Agreement 1987 12}}
{{ISDA Master Agreement 1987 13}}
{{ISDA Master Agreement 1987 14}}


{{ISDA Master Agreement 1987 Preamble}}
{{isda87prov|1}} '''{{isda87prov|Interpretation}}'''<br>
{{isda87prov|1(a)}} Definitions. The terms defined in Section {{isda87prov|14 and in the {{isda87prov|Schedule}} will have the meanings therein specified for the purpose of this {{isda87prov|Agreement}}.<br>
{{isda87prov|1(b)}} Inconsistency. In the event of any inconsistency between the provisions of any {{isda87prov|Confirmation}} and this document, such {{isda87prov|Confirmation}} will prevail for the purpose of the relevant {{isda87prov|Swap Transaction}}.<br>
{{isda87prov|2}} '''{{isda87prov|Payments}}'''<br>
{{isda87prov|2(a)}} '''{{isda87prov|Obligations and Conditions}}'''.<br>
:{{isda87prov|2(a)(i)}} Each party will make each payment specified in each {{isda87prov|Confirmation}} as being payable by it.<br>
:{{isda87prov|2(a)(ii)}} Payments under this {{isda87prov|Agreement}} will be made not later than the due date for value on that date in the place of the account specified in the relevant {{isda87prov|Confirmation}} or otherwise pursuant to this {{isda87prov|Agreement}}, in freely transferable funds and in the manner customary for payments in the required currency.<br>
:{{isda87prov|2(a)(iii)}} Each obligation of each party to pay any amount due under Section {{isda87prov|2(a)(i)}} is subject to (I) the condition precedent that no {{isda87prov|Event of Default}} or {{isda87prov|Potential Event of Default}} with respect to the other party has occurred and is continuing and (2) each other applicable condition precedent specified in this {{isda87prov|Agreement}}.<br>
{{isda87prov|2(b)}} '''{{isdaprov|Change of Account}}'''. Either party may change its account by giving notice to the other party at least five days prior to the due date for payment for which such change applies.<br>
{{isda87prov|2(c)}} '''{{isdaprov|Netting}}'''. If on any date amounts would otherwise be payable:­<br>
:{{isda87prov|2(c)(i)}} in the same currency; and<br>
:{{isda87prov|2(c)(ii)}} in respect of the same {{isda87prov|Swap Transaction}},<br>
by each party to the other, then, on such date, each party's obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.<br>
If the parties specify “Net Payments — Corresponding Payment Dates” in a {{isda87prov|Confirmation}} or otherwise in this {{isda87prov|Agreement}}, sub-paragraph (ii) above will cease to apply to all {{isda87prov|Swap Transaction}}s with effect from the date so specified (so that a net amount will be determined in respect of all amounts due on the same date in the same currency, regardless of whether such amounts are payable in respect of the same {{isda87prov|Swap Transaction}}); provided that, in such case, this Section {{isda87prov|2(c)}} will apply separately to each {{isda87prov|Office}} through which a party makes and receives payments as set forth in Section {{isda87prov|10}}.<br>
{{isda87prov|2(d)}} '''{{isdaprov|Deduction or Withholding for Tax}}'''.<br>
:{{isda87prov|2(d)(i)}} '''{{isdaprov|Gross-Up}}'''. All payments under this {{isda87prov|Agreement}} will be made without any deduction or withholding for or on account of any {{isda87prov|Tax}} unless such deduction or withholding is required by any applicable {{isda87prov|law}}, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“'''X'''”) will:-<br>
::(1) promptly notify the other party (“'''Y'''”) of such requirement;<br>
::(2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section {{isda87prov|2(d)}}) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;<br>
::(3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and<br>
::(4) if such {{isda87prov|Tax}} is an {{isda87prov|Indemnifiable Tax}}, pay to Y, in addition to the payment to which Y is otherwise entitled under this {{isda87prov|Agreement}}, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of {{isda87prov|Indemnifiable Tax}}es, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:-<br>
:::(A) the failure by Y to comply with or perform any agreement contained in Section {{isda87prov|4(a)(i)}} or 4(d); or<br>
:::(B) the failure of a representation made by Y pursuant to Section {{isda87prov|3(f)}} to be accurate and true unless such failure would not have occurred but for a {{isda87prov|Change in Tax Law}}.<br>
:{{isda87prov|2(d)(ii)}} '''{{isdaprov|Liability}}'''. If:-<br>
::(1) X is required by any applicable {{isda87prov|law}}, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section {{isda87prov|2(d)(i)(4);<br>
::(2) X does not so deduct or withhold; and<br>
::(3) a liability resulting from such {{isda87prov|Tax}} is assessed directly against X,<br>
then, except to the extent Y has satisfied or then satisfies the liability resulting from such {{isda87prov|Tax}}, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section {{isda87prov|4(a)(i)}} or (d)).<br>
:{{isda87prov|2(d)(iii)}} '''{{isdaprov|Default Interest}}'''. A party that defaults in the payment of any amount due will, to the extent permitted by {{isda87prov|law}}, be required to pay interest (before as well as after judgment) on such amount to the other party on demand in the same currency as the overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the {{isda87prov|Default Rate}}. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.<br>
{{isda87prov|3}} '''{{isdaprov|Representations}}'''<br>
Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a {{isda87prov|Swap Transaction}} is entered into and, in the case of the representations in Section {{isda87prov|3(f)}}, at all times until the termination of this {{isda87prov|Agreement}}) that:-<br>
{{isda87prov|3(a)}} '''{{isdaprov|Basic Representations}}'''.<br>
:{{isda87prov|3(a)(i)}} '''{{isdaprov|Status}}'''. It is duly organised and validly existing under the {{isda87prov|law}}s of the jurisdiction of its organisation or incorporation and, if relevant under such {{isda87prov|law}}s, in good standing;<br>
:{{isda87prov|3(a)(ii)}} '''{{isdaprov|Powers}}'''. It has the power to execute and deliver this {{isda87prov|Agreement}} and any other documentation relating to this {{isda87prov|Agreement}} that it is required by this {{isda87prov|Agreement}} to deliver and to perform its obligations under this {{isda87prov|Agreement}} and any obligations it has under any {{isda87prov|Credit Support Document}} to which it is a party and has taken all necessary action to authorise such execution, delivery and performance;<br>
:{{isda87prov|3(a)(iii)}} '''{{isdaprov|No Violation or Conflict}}'''. Such execution, delivery and performance do not violate or conflict with any {{isda87prov|law}} applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;<br>
:{{isda87prov|3(a)(iv)}} '''{{isdaprov|Consents}}'''. All governmental and other {{isda87prov|consent}}s that are required to have been obtained by it with respect to this {{isda87prov|Agreement}} or any {{isda87prov|Credit Support Document}} to which it is a party have been obtained and are in full force and effect and all conditions of any such {{isda87prov|consent}}s have been complied with; and<br>
:{{isda87prov|3(a)(v)}} '''{{isdaprov|Obligations Binding}}'''. Its obligations under this {{isda87prov|Agreement}} and any {{isda87prov|Credit Support Document}} to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar {{isda87prov|law}}s affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at {{isda87prov|law}})).<br>
:{{isda87prov|3(a)(vi)}} '''{{isdaprov|Absence of Certain Events}}'''. No {{isda87prov|Event of Default}} or {{isda87prov|Potential Event of Default}} or, to its knowledge, {{isda87prov|Termination Event}} with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this {{isda87prov|Agreement}} or any {{isda87prov|Credit Support Document}} to which it is a party.<br>
:{{isda87prov|3(a)(vii)}} '''{{isdaprov|Absence of Litigation}}'''. There is not pending or, to its knowledge, threatened against it or any of its {{isda87prov|Affiliate}}s any action, suit or proceeding at {{isda87prov|law}} or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that purports to draw into question, or is likely to affect, the legality, validity or enforceability against it of this {{isda87prov|Agreement}} or any {{isda87prov|Credit Support Document}} to which it is a party or its ability to perform its obligations under this {{isda87prov|Agreement}} or such {{isda87prov|Credit Support Document}}.<br>
:{{isda87prov|3(a)(viii)}} '''{{isdaprov|Accuracy of Specified Information}}'''. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section {{isda87prov|3(d)}} in paragraph 2 of Part 3 of the {{isda87prov|Schedule}} is, as of the date of the information, true, accurate and complete in every material respect.<br>
:{{isda87prov|3(a)(ix)}} '''{{isdaprov|Payer Tax Representation}}'''. Each representation specified in Part 2 of the {{isda87prov|Schedule}} as being made by it for the purpose of this Section {{isda87prov|3(e)}} is accurate and true.<br>
:{{isda87prov|3(a)(x)}} '''{{isdaprov|Payee Tax Representations}}'''. Each representation specified in Part 2 of the {{isda87prov|Schedule}} as being made by it for the purpose of this Section {{isda87prov|3(f)}} is accurate and true.<br>
{{isda87prov|4}} '''{{isda87prov|Agreements}}'''<br>
{{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>
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)}} '''{{isdaprov|Furnish Specified Information}}'''. It will deliver to the other 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)(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>
:{{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>
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)}} '''{{isdaprov|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(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)}} '''{{isdaprov|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(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)}} '''{{isdaprov|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(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>
{{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}} '''{{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)}} '''{{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>
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:{{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)(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)(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)}} '''{{isdaprov|Cross Default}}'''. If “'''{{isda87prov|Cross Default}}'''” is specified in Part I of the {{isda87prov|Schedule}} as applying to the party, <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>
::(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>
::(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)}} '''{{isdaprov|Bankruptcy}}'''. The party or any applicable {{isda87prov|Specified Entity}}:-<br>
:{{isda87prov|5(a)(vii)}} '''{{isda87prov|Bankruptcy}}'''. The party or any applicable {{isda87prov|Specified Entity}}:-<br>
::(1) is dissolved; <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>
::(2) becomes insolvent or fails or is unable or admits in writing its inability generally to pay its debts as they become due; <br>
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::(8) takes any action in furtherance of, or indicating its {{isda87prov|consent}} to, approval of, or acquiescence in, any of the foregoing acts;<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>
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)}} '''{{isdaprov|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>
:{{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>
::(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>
::(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>
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:{{isda87prov|5(b)(iv)}} '''{{isda87prov|Credit Event Upon Merger}}'''. If “'''{{isda87prov|Credit Event Upon Merger}}'''” is specified in Part I of the {{isda87prov|Schedule}} as applying to the party, such party (“'''X'''”) consolidates or amalgamates with, or merges into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section {{isda87prov|5(a)(viii)}} but the creditworthiness of the resulting, surviving or transferee entity (which will be the {{isda87prov|Affected Party}}) is materially weaker than that of X immediately prior to such action.<br>
:{{isda87prov|5(b)(iv)}} '''{{isda87prov|Credit Event Upon Merger}}'''. If “'''{{isda87prov|Credit Event Upon Merger}}'''” is specified in Part I of the {{isda87prov|Schedule}} as applying to the party, such party (“'''X'''”) consolidates or amalgamates with, or merges into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section {{isda87prov|5(a)(viii)}} but the creditworthiness of the resulting, surviving or transferee entity (which will be the {{isda87prov|Affected Party}}) is materially weaker than that of X immediately prior to such action.<br>
{{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|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}} '''{{isdaprov|Early Termination}}'''<br>
{{ISDA Master Agreement 1987 5}}
 
{{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>
{{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>
{{isda87prov|6(b)}} '''{{isda87prov|Right to Terminate Following Termination Event}}'''.<br>
{{isda87prov|6(b)}} '''{{isda87prov|Right to Terminate Following Termination Event}}'''.<br>
:{{isda87prov|6(b)(i)}} '''{{isdaprov|Notice}}'''. Upon the occurrence of a {{isda87prov|Termination Event}}, an {{isda87prov|Affected Party}} will, promptly upon becoming aware of the same, notify the other party thereof, specifying the nature of such {{isda87prov|Termination Event}} and the {{isda87prov|Affected Transactions}} relating thereto. The {{isda87prov|Affected Party}} will also give such other information to the other party with regard to such {{isda87prov|Termination Event}} as the other party may reasonably require.<br>
:{{isda87prov|6(b)(i)}} '''{{isda87prov|Notice}}'''. Upon the occurrence of a {{isda87prov|Termination Event}}, an {{isda87prov|Affected Party}} will, promptly upon becoming aware of the same, notify the other party thereof, specifying the nature of such {{isda87prov|Termination Event}} and the {{isda87prov|Affected Transactions}} relating thereto. The {{isda87prov|Affected Party}} will also give such other information to the other party with regard to such {{isda87prov|Termination Event}} as the other party may reasonably require.<br>
:{{isda87prov|6(b)(ii)}} '''{{isdaprov|Transfer to Avoid Termination Event}}'''. If either an {{isda87prov|Illegality}} under Section {{isda87prov|5(b)(i)(1)}} or a {{isda87prov|Tax Event}} occurs and there is only one {{isda87prov|Affected Party}}, or if a {{isda87prov|Tax Event Upon Merger}} occurs and the {{isda87prov|Burdened Party}} is the {{isda87prov|Affected Party}}, the {{isda87prov|Affected Party}} will as a condition to its right to designate an {{isda87prov|Early Termination Date}} under Section {{isda87prov|6(b)(iv)}} use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section {{isda87prov|6(b)(i)}} all its rights and obligations under this Agreement in respect of the {{isda87prov|Affected Transactions}} to another of its offices, branches or {{isda87prov|Affiliate}}s so that such {{isda87prov|Termination Event}} ceases to exist.<br>
:{{isda87prov|6(b)(ii)}} '''{{isda87prov|Transfer to Avoid Termination Event}}'''. If either an {{isda87prov|Illegality}} under Section {{isda87prov|5(b)(i)(1)}} or a {{isda87prov|Tax Event}} occurs and there is only one {{isda87prov|Affected Party}}, or if a {{isda87prov|Tax Event Upon Merger}} occurs and the {{isda87prov|Burdened Party}} is the {{isda87prov|Affected Party}}, the {{isda87prov|Affected Party}} will as a condition to its right to designate an {{isda87prov|Early Termination Date}} under Section {{isda87prov|6(b)(iv)}} use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section {{isda87prov|6(b)(i)}} all its rights and obligations under this Agreement in respect of the {{isda87prov|Affected Transactions}} to another of its offices, branches or {{isda87prov|Affiliate}}s so that such {{isda87prov|Termination Event}} ceases to exist.<br>
If the {{isda87prov|Affected Party}} is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section {{isda87prov|6(b)(i)}}.<br>
If the {{isda87prov|Affected Party}} is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section {{isda87prov|6(b)(i)}}.<br>
Any such transfer by a party under this Section {{isda87prov|6(b)(ii)}} will be subject to and conditional upon the prior written {{isda87prov|consent}} of the other party, which {{isda87prov|consent}} will not be withheld if such other party's policies in effect at such time would permit it to enter into swap transactions with the transferee on the terms proposed.<br>
Any such transfer by a party under this Section {{isda87prov|6(b)(ii)}} will be subject to and conditional upon the prior written {{isda87prov|consent}} of the other party, which {{isda87prov|consent}} will not be withheld if such other party's policies in effect at such time would permit it to enter into swap transactions with the transferee on the terms proposed.<br>
:{{isda87prov|6(b)(iii)}} '''{{isdaprov|Two Affected Parties}}'''. If an {{isda87prov|Illegality}} under Section {{isda87prov|5(b)(i)}}(1) or a {{isda87prov|Tax Event}} occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section {{isda87prov|6(b)(i)}} on action that would cause such {{isda87prov|Termination Event}} to cease to exist.<br>
:{{isda87prov|6(b)(iii)}} '''{{isda87prov|Two Affected Parties}}'''. If an {{isda87prov|Illegality}} under Section {{isda87prov|5(b)(i)}}(1) or a {{isda87prov|Tax Event}} occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section {{isda87prov|6(b)(i)}} on action that would cause such {{isda87prov|Termination Event}} to cease to exist.<br>
:{{isda87prov|6(b)(iv)}} '''{{isdaprov|Right to Terminate}}'''. If: -<br>
:{{isda87prov|6(b)(iv)}} '''{{isda87prov|Right to Terminate}}'''. If: -<br>
::(1) a transfer under Section {{isda87prov|6(b)(ii)}} or an agreement under Section {{isda87prov|6(b)(iii)}}, as the case may be, has not been effected with respect to all {{isda87prov|Affected Transactions}} within 30 days after an {{isda87prov|Affected Party}} gives notice under Section {{isda87prov|6(b)(i)}}; or<br>
::(1) a transfer under Section {{isda87prov|6(b)(ii)}} or an agreement under Section {{isda87prov|6(b)(iii)}}, as the case may be, has not been effected with respect to all {{isda87prov|Affected Transactions}} within 30 days after an {{isda87prov|Affected Party}} gives notice under Section {{isda87prov|6(b)(i)}}; or<br>
::(2) an {{isda87prov|Illegality}} under Section {{isda87prov|5(b)(i)(2)}} or a {{isda87prov|Credit Event Upon Merger}} occurs, or a {{isda87prov|Tax Event Upon Merger}} occurs and the {{isda87prov|Burdened Party}} is not the {{isda87prov|Affected Party}},<br>
::(2) an {{isda87prov|Illegality}} under Section {{isda87prov|5(b)(i)(2)}} or a {{isda87prov|Credit Event Upon Merger}} occurs, or a {{isda87prov|Tax Event Upon Merger}} occurs and the {{isda87prov|Burdened Party}} is not the {{isda87prov|Affected Party}},<br>
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{{isda87prov|6(d)}} '''{{isda87prov|Calculations}}'''.<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)(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)}} '''{{isdaprov|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>
:{{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>
::(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>
::(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>
Line 130: Line 95:
::(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>
::(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>
::(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)}} '''{{isdaprov|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)(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)}} '''{{isdaprov|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)(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)}} '''{{isdaprov|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)(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)}} '''{{isdaprov|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>
:{{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>
{{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>
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}} '''{{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(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>
Line 141: Line 110:
{{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(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>
{{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}} '''{{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(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>
Line 151: Line 122:
{{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(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>
{{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>
{{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>
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>
{{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>
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}} '''{{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)}} '''{{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>
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:{{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(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>
{{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}} '''{{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(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>
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{{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(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>
{{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>
{{isda87prov|14}} '''{{isda87prov|Definitions}}'''<br>
As used in this Agreement:-<br>
As used in this Agreement:-<br>
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:(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>
:(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>
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>
IN WITNESS WHEREOF the parties have executed this document as of the date specified on the first page of this document.<br>