Common use of Additional Assumptions Clause in Contracts

Additional Assumptions. For purposes of this opinion, we have relied on the following assumptions (capitalised terms used below without definition have, unless context indicates otherwise, the meanings given to those in the relevant ISDA Master Agreement). (a) Two institutions (either two derivatives dealers or a derivatives dealer and a sophisticated end-user of derivatives), each of which is a type of entity falling within one of the category types specified in Appendix B as covered by this opinion, have entered into an ISDA Master Agreement. The parties have selected either: (b) laws of the State of New York (“New York law”) ,the laws of England and Wales (“English law”), laws of France (“French law”) or laws of Ireland (“Irish law”) to govern, at least one of the institutions entering the ISDA Master Agreement is organized in Finland and neither institution has specified that the provisions of Section 10(a) apply to it. (c) No provision of the ISDA Master Agreement, which is necessary for the conclusions (including provisions in Sections 1(a), 1(c), 2(a), 5(a)(vii), 6 or 13 and the applicable definitions included in the ISDA Master Agreement) that we have made in this opinion, has been altered in any material respect. (d) On the basis of the terms and conditions of the ISDA Master Agreement and other relevant factors, and acting in a manner consistent with the intentions stated in the ISDA Master Agreement, the parties over time enter into a number of Transactions that are intended to be governed by the ISDA Master Agreement. The transactions entered into include any or all of the Transactions described in Appendix A. (e) Some of the Transactions provide for an exchange of cash by both Parties and other provide for the physical delivery of shares, bonds or commodities in exchange for cash. (f) After entering into these Transactions and prior to the maturity thereof, one of the Parties, which is organised in Finland, becomes a subject of a voluntary or involuntary case under the Insolvency Laws or, with respect to credit institutions, the applicable Banking Laws of Finland and, subsequent to the commencement of such proceedings either the Insolvent Party or an insolvency official seeks to assume the Confirmations representing the profitable Transactions for the insolvent party and reject the Confirmations representing the unprofitable Transactions for the insolvent party. (g) The Parties have adopted the approach of Full Two Way Payments25 (called the Second Method in the 1992 ISDA Master Agreements) for all Events of Default as well as Termination Events and the selection of either Market Quotation or Loss as a payment measure (under the 1992 ISDA Master Agreements).