ISDA Schedule to the Master Agreement (Closing Report)

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Finds any additional Events of Default which have been included in the ISDA Schedule and extracts the clause in full.

Additional Event of Default The following shall constitute an additional Event of Default with respect to which Party B will be the Defaulting Party: "Note Acceleration Notice. A Note Acceleration Notice is served on Party B in relation to the Relevant Notes."

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Finds whether any additional termination events ("ATEs") have been specified with respect to either party under the ISDA Schedule and extracts the ATE provision in full.

"Additional Termination Event” will apply. In addition to the Additional Termination Events set forth in Part 5(f) of this Schedule, the following will each constitute an Additional Termination Event: (i) The Additional Tax Representation (as defined in Part 2(b) of this Schedule), proves to have been incorrect or misleading in any material respect with respect to one or more Transactions (each an "Affected Transaction" for the purpose of this Additional Termination Event) when made or repeated or deemed to have been made or repeated. For the purpose of the foregoing Additional Termination Event, the Affected Party will be Party A only. (ii) A redemption of the Relevant Notes occurs pursuant to Condition 5.4 (Optional Redemption in Full) or Condition 5.5 (Optional Redemption for Tax and other Reasons) of the terms and conditions thereof. For the purpose of the foregoing Additional Termination Event: (A) for the purpose of Section 6(b)(iv), both parties will be Affected Parties; and (B) for the purpose of Section 6(e), the Affected Party will be Party B only and all Transactions shall be Affected Transactions. For the purposes of calculations pursuant to Section 6(e), the Party A Currency Amount and the Party B Currency Amount shall be deemed to amortise in accordance with the expected profile of the Relevant Notes had the Additional Termination Event not occurred and without regard to any Class A1 Notes which have been issued pursuant to Condition 16.1 (Further Notes) of the Relevant Notes.

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Finds the automatic early termination provision in the ISDA Schedule to determine whether it applies to the parties to the ISDA Schedule and if so, whether any amendments have been made to any related provisions (for example, bankruptcy) in the ISDA Master Agreement.

The "Automatic Early Termination" provision of Section 6(a) will not apply to Party A and will not apply to Party B.

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Finds the credit event upon merger provision in the ISDA Schedule to determine whether it applies to the parties to the ISDA Schedule.

The “Credit Event Upon Merger” provisions of Section 5(b)(v) will not apply to Party A and will not apply to Party B.

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Finds the credit support document specified with respect to each party in the ISDA Schedule.

Credit Support Document. Details of any Credit Support Document: Party A: Any Eligible Guarantee. Party B: None.

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Finds the credit support provider specified with respect to each party in the ISDA Schedule.

Credit Support Provider. Credit Support Provider means, in relation to Party A, the guarantor under any Eligible Guarantee or any other guarantee in respect of the obligations of Party A (provided pursuant to Part 5(h) or otherwise), and in relation to Party B, none.

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Finds the cross default provision in the ISDA Schedule to determine whether any amendments have been made to the ISDA Master Agreement standard Cross Default provision. 

If such provisions apply: Clauses (1) and (2) of Section 5(vi) of the Agreement shall be deleted and replaced with “an Issuer Event of Default in respect of Party A which has resulted in Covered Bonds becoming due and payable under their respective terms.”.

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Finds the cross default provision in the ISDA Schedule to determine whether it applies to the parties to the ISDA Schedule and if so, the applicable threshold amount and definition of specified indebtedness, which determine when cross default is triggered. 

(c) The “Cross-Default” provisions of Section 5(a)(vi) will apply to Party A where Party A is the Issuer, and will not apply to Party B or to Party A where Party A is not the Issuer. If such provisions apply: Clauses (1) and (2) of Section 5(vi) of the Agreement shall be deleted and replaced with “an Issuer Event of Default in respect of Party A which has resulted in Covered Bonds becoming due and payable under their respective terms.”.

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Extract 4 only

Finds the ISDA Master Agreement standard grace periods which apply to certain events of default from within the relevant clause.

three Business Days

such relevant payment is made within three Business Days following receipt of written notice from an interested party of such failure to pay."

Position 1 in the ISDA Grace period chain

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Finds whether the ISDA Master Agreement standard grace periods which apply to certain events of default have been amended in the ISDA Schedule at all. For example, if the failure to pay or deliver grace period (3 local business days for a 1992 ISDA and 1 local business day for a 2002 ISDA) has been extended or shortened at all.

such relevant payment is made within three Business Days following receipt of written notice from an interested party of such failure to pay."

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Position 2 in the ISDA Grace period chain

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Finds any amendments made in the ISDA Schedule to the ISDA Master Agreement standard events of default or termination event provisions (other than those amendments already covered by other standalone datapoints).

Amendments. The parties agree to the following changes to this Agreement: (i) Section 5(a)(i) is amended by deleting “third” and substituting “first”. (ii) Section 5(a)(v)(2) is amended by deleting the parenthetical. (iii) Section 5(a)(vii)(4) is amended by inserting a semi-colon after the word “liquidation” the first time it appears and deleting the rest of Section 5(a)(vii)(4). (iv) The word “or” is deleted at the end of Section 5(a)(vii), the period at the end of Section 5(a)(viii) is deleted and replaced by “; or” and the following new Section 5(a)(ix) is added: “(ix) Adequate Assurance. The party fails to provide adequate assurance of its ability to perform all of its outstanding obligations to the other party, whether hereunder or otherwise, within two Local Business Days of a written request therefor from the other party when the other party has reasonable grounds for insecurity.” (v) Section 6(c) is amended by adding the following new paragraph (iii): (iii) Notwithstanding the foregoing, the Non-defaulting Party shall not be obligated to terminate and liquidate Transactions to the extent that, in the good faith opinion of the Non¬ defaulting Party, (i) such termination and liquidation is not permitted under applicable law or (ii) the Non-defaulting Party cannot enter into or liquidate offsetting transactions (including, without limitation, Specified Transactions) in a commercially reasonable manner or at commercially reasonable prices. In addition, the Non-defaulting Party may, at its election, take a reasonable amount of time to complete any aspect of the termination and liquidation.

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Extract 4 only

Finds the specific definition, name and company number of the parties to the ISDA Schedule.

Name: ARSY BANK PLC | Definition: "Party B"" | Number: | Address:

Name: DRAGON MORTGAGES (NO. 12) PLC | Definition: "Party B" | Number: | Address:

Name:  BRADY TRUSTEE COMPANY LIMITED | Definition: "Trustee" | Number: | Address:

between (1) ARSY BANK PLC ("Party A"); (2) DRAGON MORTGAGES (NO. 12) PLC ("Party B"); and (3) BRADY TRUSTEE COMPANY LIMITED (the "Trustee", which expression shall include its successors and assigns and which has agreed to become a party to this Agreement solely for the purpose of taking the benefit of Part 5(b) and Part 5(1) of the Schedule to this Agreement).

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Finds the specific date of the Schedule, as found on the first page. 

2017-07-12*

dated as of July 12, 2017 between

Position 1 in the ISDA Schedule date chain

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Finds the date of the ISDA Schedule.

dated as of July 12, 2017 between

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Position 2 in the ISDA Schedule date chain

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Finds whether there is a set-off provision contained within the ISDA Schedule. This could be an amendment or restatement of the ISDA Master Agreement standard clause (in the case of a 2002 ISDA) or a new standalone clause (in the case of a 1992 ISDA).

Waiver of Set-Off. Section 6(f) shall not apply to Party A or Party B.

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Finds any specified entities which are designated with respect to either party in the ISDA Schedule in relation to default under specified transaction, cross default, bankruptcy or credit event upon merger.

(1) “Specified Entity” shall mean: (a) in relation to Party A: any Affiliate for purposes of Section 5(a)(v) other than J.P. Morgan Ventures Energy Corporation and shall not apply for purposes of any other provision; and (b) in relation to Party B: not applicable

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Extract 4 only

Finds the specific year related to the version of the ISDA Master Agreement from within the title of the Schedule. 

2002

SCHEDULE to the 2002 ISDA Master Agreement

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Finds the version (1992 or 2002) of the ISDA Master Agreement and related ISDA Schedule. 

SCHEDULE to the 2002 ISDA Master Agreement

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