1987 ISDA wikitext: Difference between revisions

{{ISDA Master Agreement 1987 2}}

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>

{{ISDA Master Agreement 1987 3}}

{{isda87prov|4}} '''{{isda87prov|Agreements}}'''<br>

Each party agrees with the other that, so long as it has or may have any obligation under this {{isda87prov|Agreement}} or under any {{isda87prov|Credit Support Document}} to which it is a party:-<br>

:{{isda87prov|4(a)(i)}} any forms, documents or certificates relating to taxation specified in Part 3 of the {{isda87prov|Schedule}} or any {{isda87prov|Confirmation}}; and<br>

:{{isda87prov|4(a)(ii)}} any other documents specified in Part 3 of the {{isda87prov|Schedule}} or any {{isda87prov|Confirmation}},<br>

by the date specified in Part 3 of the {{isda87prov|Schedule}} or such {{isda87prov|Confirmation}} or, if none is specified, as soon as practicable.<br>

{{isda87prov|4(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(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>

::(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>

::(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>

::(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>

::(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party under this Agreement by operation of {{isda87prov|law}} or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or<br>

::(2) the benefits of any {{isda87prov|Credit Support Document}} relating to this Agreement fail to extend (without the {{isda87prov|consent}} of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.<br>

{{ISDA Master Agreement 1987 5}}

{{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>

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>

::(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>

{{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>

::(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>

::(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>

{{ISDA Master Agreement 1987 6}}