Template:Nutshell 2002 ISDA Affected Party and 5(b)
“Affected Party” is defined in Section 5(b).
5(b) Termination Events
The events below occur to a party or its Credit Support Provider or Specified Entity (subject to Section 5(c)) it will be an Illegality (5(b)(i)); a Force Majeure Event (5(b)(ii)), a Tax Event (5(b)(iii)), a Tax Event Upon Merger (5(b)(iv)) and Credit Event Upon Merger (5(b)(v)):
- 5(b)(i) Illegality. Taking account of any fallbacks and remedies in the Transaction, for reasons beyond the Affected Party’s control, (not counting a lack of authorisation required under Section 4(b)), it would be illegal in any relevant jurisdiction to comply with any material term of a Transaction or Credit Support Document.
- 5(b)(ii) Force Majeure Event. A force majeure occurring after any Transaction is executed means:―
- (1) the Affected Party’s relevant Office cannot practicably perform any obligation under the Transaction; or
- (2) the Affected Party or its Credit Support Provider cannot practicably perform any obligation under the Transaction;
- (1) the Affected Party’s relevant Office cannot practicably perform any obligation under the Transaction; or
- if the force majeure is outside the Affected Party’s control and it could not, using all reasonable efforts (without incurring more than incidental expenses by way of loss), overcome the necessary prevention;
- 5(b)(iii) Tax Event It will be a Termination Event when, following a change in tax law or practice after any trade date, an Affected Party is likely to have to either:
- (1) Gross up an Indemnifiable Tax deduction (other than for interest under Section 9(h)); or
- (2) receive a payment net of Tax which the Non-Affected Party is not required to gross up (other than where it is caused by the Non-Affected Party’s own omission or breach).
- (1) Gross up an Indemnifiable Tax deduction (other than for interest under Section 9(h)); or
- 5(b)(iv) Tax Event Upon Merger. A party (the “Burdened Party”) on the next Scheduled Settlement Date will have to:
- (1) Gross up an Indemnifiable Tax deduction (other than for interest under Section 9(h)); or
- (2) receive payments net of Tax which are not required to be grossed up (other than where that is caused by the Non-Affected Party’s own omission or breach);
- (1) Gross up an Indemnifiable Tax deduction (other than for interest under Section 9(h)); or
- because a party has merged with, transferred substantially all of its assets into, or reorganised itself as, another entity (the Affected Party) where that does not amount to a Merger Without Assumption;
- 5(b)(v) Credit Event Upon Merger. If “Credit Event Upon Merger” applies and it or any of its Credit Support Providers or Specified Entities suffers a Designated Event (which is not a Merger Without Assumption) and the relevant entity’s (which will be the Affected Party) creditworthiness is materially weaker as a result.
- A “Designated Event” means that the relevant entity:―
- (1) merges with, or transfers substantially all of its assets into, or reorganises itself as another entity;
- (2) comes under the effective voting control of another entity; or
- (3) makes a substantial change in its capital structure by issuing or guaranteeing debt, equities or analogous interests, or securities convertible into them;
- 5(b)(vi) Additional Termination Event. If any “Additional Termination Event” is specified, the occurrence of that event (where the Affected Party will be as specified in the Confirmation or Schedule).