This session will focus on key issues that firms typically focus on when negotiating the Schedule to the 2002 Master Agreement and will highlight commonly negotiated provisions and explain some of the key legal and commercial drivers behind them, including:

• Specified Entities for 5(a)(v), 5(a)(vi), 5(a)(vii) and 5(b)(iv)
• Expansions and contractions of defined terms (e.g., Specified Transactions, Specified Indebtedness)
• Cross Default vs cross-acceleration and Threshold Amounts Credit Event Upon Merger
• Automatic Early Termination
• Additional Termination Events – what are these events and why do parties include these? (e.g., ratings downgrades, Net Asset Value triggers, Keyman clauses, financing transaction events)
• Limitations on rights to designate an Early Termination Date or suspend payments
• Payer and Payee Tax Representations
• Agreement to Deliver Documents
• What types of documents do parties request?
• The timing of delivery
• Notice provisions
• Process Agent; Multibranch Party; Offices
• Calculation Agent - Possible inclusion of dispute rights
• Guarantees
• Credit Support Documents and Credit Support Providers
• Elections (e.g., Governing Law, Termination Currency)
• Netting of Payments
• Other Provisions (e.g., Recording of Conversations)
• Section 2(a)(iii) – conditions precedent to payment and performance
• ISDA Clause Library

The speakers will also highlight negotiation points to be considered for buy-side users of the ISDA Master Agreement and firms dealing with them. There will also be an overview of the ISDA Clause Library and provide examples of how the Clause Library can be used to construct clauses that are intended to achieve commonly negotiated outcomes within the Schedule.