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Document Preview Schedule to the Isda Master Agreement |
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Title: |
Schedule to the Isda Master Agreement |
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Entities: |
McGraw-Hill Companies Inc.; Mmca Auto Owner Trust 2002-1; Morgan Stanley Dean Witter; International Swaps & Derivatives Association, Inc. |
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Date: |
2002 |
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Size: |
Preview shows 12KB of 89KB total |
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Price: |
$50 |
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ID: |
#1899294 |
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SCHEDULE to the ISDA Master Agreement
Dated as of March 13, 2002
between
MORGAN STANLEY CAPITAL SERVICES INC. ("MSCS")
and
MMCA AUTO OWNER TRUST 2002-1 (the "Trust")
Part 1 Termination Provisions.
(a) "Specified Entity" means:
(i) in relation to MSCS: Not Applicable.
(ii) in relation to the Trust: Not Applicable.
(b) "Specified Transaction" shall have the meaning specified in
Section 14 of this Agreement.
(c) The "Breach of Agreement" provisions of Section 5(a)(ii) will not
apply to MSCS or to the Trust.
(d) The "Credit Support Default" provisions of Section 5(a)(iii), if
applicable, will apply to MSCS and will not apply to the Trust.
(e) The "Misrepresentation" provisions of Section 5(a)(iv) will not
apply to MSCS or to the Trust.
(f) The "Default under Specified Transaction" provisions of Section
5(a)(v) will not apply to MSCS or to the Trust.
(g) The "Cross Default" provisions of Section 5(a)(vi) will not apply
to MSCS or to the Trust.
(h) The "Merger Without Assumption" provisions of Section 5(a)(viii)
will apply to MSCS and will apply to the Trust.
(i) The "Tax Event" provision of Section 5(b)(ii) will apply to MSCS
and will not apply to the Trust, so that only the Trust may
designate an Early Termination Date in respect of such event.
(j) The "Tax Event Upon Merger" provision of Section 5(b)(iii) will
apply to MSCS and will not apply to the Trust, so that only the
Trust may designate an Early Termination Date in respect of such
event.
(k) The "Credit Event Upon Merger" provision in Section 5(b)(iv), will
not apply to MSCS or to the Trust.
(l) The "Automatic Early Termination" provision of Section 6(a) will
not apply to MSCS or to the Trust.
(m) Payments on Early Termination. For the purpose of Section 6(e) of
this Agreement:
(i) Market Quotation will apply unless the Trust is the
Non-defaulting Party or the party which is not the
Affected Party, as the case may be, and the Trust enters
into a replacement Transaction on or prior to the Early
Termination Date, in which event Loss will apply.
(ii) The Second Method will apply, provided, however, that any
payments payable by the Trust to MSCS hereunder will be
pari passu and pro rata with payments of interest made on
the Class A-4 Notes from Total Available Funds pursuant
to Section 2.8 of the Indenture.
(n) "Termination Currency" means United States Dollars.
(o) "Additional Termination Event". The following shall constitute an
Additional Termination Event:
(i) Acceleration or Liquidation of the Notes. It shall be an
Additional Termination Event with the Trust the sole
Affected Party if MSCS or the Trust elects to terminate
the Transactions (1) following an Event of Default as
defined in Section 5.1(i) or Section 5.1(ii) of the
Indenture which has resulted in an acceleration of the
Notes, provided such acceleration has not been rescinded
and annulled pursuant to Section 5.2(b) of the Indenture,
or (2) upon a liquidation of the Trust Estate pursuant to
Section 5.4(a)(iv) or Section 5.4(b) of the Indenture. In
such event, either MSCS or the Trust may, by not more
than 20 days notice to the other party and provided such
Additional Termination Event is continuing, designate a
day not earlier than the day such notice is effective as
an Early Termination Date in respect of all Affected
Transactions. If an event or circumstance which would
constitute an Event of Default by MSCS under this
Agreement gives rise to an Event of Default under the
Indenture, it will be treated as an Event of Default by
MSCS and not an Additional Termination Event.
(ii) Amendments Made Without Consent of MSCS. It shall be an
Additional Termination Event if any amendment or
supplement to the Indenture or to any of the Receivables
Transfer and Servicing Agreements which would materially
adversely affect any of MSCS' rights or obligations under
this Agreement or modify the obligations of, or impair
the ability of the Trust to fully perform any of the
Trust's obligations under, this Agreement is made without
the consent of MSCS, which consent shall not be
unreasonably withheld (in which case the Trust will be
the Affected Party).
(iii) Downgrade of Morgan Stanley Dean Witter & Co ("MSDW"). It
shall be an Additional Termination Event with MSCS the
Affected Party if:
(1) the long-term or the short-term Credit Rating of
MSDW is suspended or withdrawn or downgraded below
"A" or "F1," respectively, by Fitch Ratings and,
within 30 days of such suspension, withdrawal or
downgrade MSCS shall fail to (a) deliver or post
collateral reasonably acceptable to the Trust and
acceptable to Fitch Ratings in amounts sufficient
or in accordance with the standards of Fitch
Ratings (as such standards may be modified while
any Transaction is still outstanding), to secure
its obligations under this Agreement, (b) assign
its rights and obligations under this Agreement to
a replacement counterparty reasonably acceptable to
the Trust and to Fitch Ratings or (c) establish
other arrangements necessary (including, without
limitation, causing an entity with ratings such
that if MSCS or its Credit Support Provider had
such ratings, this Additional Termination Event
would not have occurred, to guarantee or provide an
indemnity in respect of MSCS' or its Credit Support
Provider's obligations under this Agreement in form
and substance reasonably satisfactory to Fitch
Ratings), if any, in each case so that Fitch
Ratings confirms the ratings of the Notes that were
in effect immediately prior to such suspension,
withdrawal or downgrade;
(2) the short-term Credit Rating of MSDW is downgraded
below "A-1" by S&P, and MSDW shall fail to (a) use
reasonable efforts to assign (at its own cost or
benefit) its rights and obligations under this
Agreement to a replacement counterparty acceptable
to the Trust and to S&P and (b) if such an
assignment has not occurred within 30 days of such
downgrade, fail to deliver or post collateral
reasonably acceptable to the Trust and sufficient
to satisfy the Rating Agency Condition with respect
to S&P (as designated in an approved Credit Support
Annex) to secure its obligations under this
Agreement; provided, that notwithstanding the
posting of the collateral and the addition of the
Credit Support Annex, MSDW shall continue to use
reasonable efforts to assign its rights and
obligations under this Agreement to a replacement
counterparty; or
(3) the long-term Credit Rating of MSDW is suspended or
withdrawn or downgraded below "A2" by Moody's and,
within 30 days of such suspension, withdrawal or
downgrade MSCS shall fail to (a) deliver or post
collateral reasonably acceptable to the Trust and
acceptable to Moody's in amounts sufficient or in
accordance with the standards of Moody's (as such
standards may be modified while any Transaction is
still outstanding), to secure its obligations under
this Agreement, (b) assign its rights and
obligations under this Agreement to a replacement
counterparty reasonably acceptable to the Trust and
to Moody's or (c) establish other arrangements
necessary (including, without limitation, causing
an entity with ratings such that if MSCS or its
Credit Support Provider had such ratings, this
Additional Termination Event would not have
occurred, to guarantee or provide an indemnity in
respect of MSCS' or its Credit Support Provider's
obligations under this Agreement in form and
substance reasonably satisfactory to Moody's), if
any, in each case so that Moody's confirms the
ratings of the Notes that were in effect
immediately prior to such suspension, withdrawal or
downgrade.
Part 2 Tax Representations.
(a) Payer Tax Representations. For the purposes of Section 3(e) of
this Agreement, MSCS and the Trust will each make the following
representations to the other:
It is not required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, of any
Relevant Jurisdiction to make any deduction or withholding for or
on account of any Tax from any payment (other than interest under
Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it
to the other party under this Agreement. In making this
representation, each party may rely on:
(i) the accuracy of any representations made by the other
party pursuant to Section 3(f) of this Agreement;
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