Template:Nutshell 2002 ISDA 2

2. Obligations
2(a) General Conditions

2(a)(i) Each party must perform its obligations under each Transaction Confirmation.

2(a)(ii) Parties must make:

(a) Payments for value the specified due date, in freely transferable funds and in the regular fashion for making payments in the currency in question.

(b) Deliveries for receipt on the due date and in the regular fashion for making deliveries of the asset in question.

2(a)(iii) Each party’s obligations under each Transaction are conditional upon:

(1) there being no uncured Event of Default or Potential Event of Default against the other party.

(2) no Early Termination Date having been designated for the Transaction.

(3) each other condition precedent in this Agreement being met.

2(b) Change of Account. Either party may change its standard settlement instructions by five Local Business Days’ notice before any Scheduled Settlement Date but the other party may make reasonable objections to such a change.
2(c) Netting of Payments . If on any date amounts would otherwise be payable by each party to the other

(i) in the same currency; and

(ii) under the same Transaction,

then those obligations will be satisfied and replaced by an obligation on the party owing the larger amount to pay the difference. The parties may net payments across multiple specified Transactions by applying “Multiple Transaction Payment Netting” (and clause 2(c)(ii) will therefore not apply). Multiple Transaction Payment Netting arrangements may apply to different groups of Transactions, will apply separately to each pairing of specified Offices and will take effect as agreed between the parties.
2(d) Deduction or Withholding for Tax

2(d)(i) Gross-Up. The parties must pay without withholding unless required by law. Where a payer has to withhold, it must:—

(1) promptly tell the recipient;

(2) promptly pay the withheld amount to the relevant authorities (including the withholding on any required gross-up);

(3) give the recipient a receipt for the tax payment; and

(4) gross up any Indemnifiable Tax, so that the recipient receives the amount it would otherwise have received (free of Indemnifiable Taxes). However, the payer need not gross up any withholding that arose only because:—

(A) the recipient did not provide Section 4(a) tax information, or breached its Payee Tax Representations; or

(B) the recipient's Payee Tax Representations were not true (other than because of regulatory action taken after execution of the Transaction or a Change in Tax Law.

2(d)(ii) Liability. If the payer :—

(1) is required by law to withhold a non-Indemnifiable Tax;

(2) nonetheless does not do so; and

(3) suffers by direct assessment a liability for that Tax,

then, unless the recipient has satisfied the Tax liability directly, it must reimburse the payer for that liability (plus interest, but not penalties unless it failed to provide tax information required under Section 4(a), or breached any Payee Tax Representations.