Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.
Transfer to Avoid Termination Event. Section 6(b)(ii) is hereby amended by (i) deleting the words “or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party,” and (ii) by deleting the words “to transfer” and inserting the words “to effect a Permitted Transfer” in lieu thereof.
Transfer to Avoid Termination Event. Section 6(b)(ii) is hereby amended by (i) deleting the words “or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party,” and (ii) deleting the last paragraph thereof and inserting the following in lieu thereof: “Notwithstanding anything to the contrary in Section 7 (as amended herein) and Part 5(f), any transfer by Party A under this Section 6(b)(ii) shall not require the consent of Party B for such transfer if the following conditions are satisfied:
(1) the transferee (the “Section 6 Transferee”) is an Eligible Replacement;
(2) if the Section 6 Transferee is domiciled in a different country or political subdivision thereof from both Party A and Party B, such transfer satisfies the Rating Agency Condition;
(3) the Section 6 Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Section 6 Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess;
(4) a Termination Event or Event of Default does not occur as a result of such transfer; and
(5) the Section 6 Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision.”
Transfer to Avoid Termination Event. In section 6(b)(ii), after the words "another of its Offices or Affiliates" on the seventh line add "(in respect of which the Rating Agencies confirm that the transfer will not cause a reduction or withdrawal of the ratings for the Bonds or Notes, if any)".
Transfer to Avoid Termination Event. Section 6(b)(ii) is hereby amended (i) by deleting in the first paragraph the words “or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party,” and in the third paragraph the words “, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed”, (ii) by deleting the words “to transfer” and inserting the words “to effect a Permitted Transfer” in lieu thereof, and (iii) adding at the end of the third paragraph “; provided that the other party’s consent shall not be required if such transfer is a Permitted Transfer.”
Transfer to Avoid Termination Event. Section 6(b)(ii) is hereby amended by (i) deleting the words "or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party," and (ii) deleting the last paragraph thereof and inserting the following: "Notwithstanding anything to the contrary in Section 7 (as amended herein) and Part 5(i), any transfer by Bear Xxxxxxx under this Section 6(b)(ii) shall not require the consent of Counterparty; provided that:
Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will as a condition to its right to designate an Early Termination Date under Section 6(b)(iv) use all reasonable efforts (which
Transfer to Avoid Termination Event. However, there is a duty by both parties to try to mitigate a Termination Event on the principle that it is better to continue a Transaction if possible. With Tax Event Upon Merger this duty arises for the Burdened Party where it is also engaging in the merger. Consequently Section 6(b)(ii) of the Agreement requires an Affected Party impacted by one or more Termination Events first to use all reasonable efforts to transfer all Affected Transactions to another of its Offices or Affiliates (i.e. other group companies) to avoid the Termination Event concerned. The Affected Party is given a period of up to 20 days after notice to do this. Where the Affected Party cannot make such a transfer, it must within the 20-day notice period notify the non-Affected Party who can try to do so within 30 days from the original notice date. So if the Affected Party tries to transfer and fails on the twentieth day and then notifies the non-Affected Party, the non-Affected Party only has ten days in which to make a transfer. The prior written consent of the other party is necessary to make this trans- fer but must not be unreasonably withheld, especially if the non-Affected Party’s policies would, in the normal course, allow it to enter into Transactions with the proposed transferee Office or Affiliate of the Affected Party.
Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.
Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(l) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.
(i) 通 知。若 发 生 终 止 事 件，受 影 响 方应 在 获 悉 该 事 件 后 立 即 通 知 另 一 方，说明 该 终 止 事 件 的 性 质 及 每 项 受 影 响 交易，并 按 另 一 方 合 理 的 要 求 把 有 关 终 止事 件 的 资 料 通 知 另 一 方。 (ii) 为 避 免 终 止 事 件 而 转 让。若 发 生 👉 5(b)(i)(1)款 下 的 非 法 行 为 或 税 务 事 件，而只 有 一 个 受 影 响 方，或 发 生 因 合 并 造 成的 税 务 事 件 而 有 负 担 方 是 受 影 响 方，受影 响 方 作 为 拥 有 👉 6(b)(iv)款 下 指 定 提 前终 止 日 的 权 利 之 条 件，将 尽 所 有 合 理 的努 力(但 该 努 力 不 应 使 该 方 承 受 损 失，但不 重 要 及 附 带 开 支 以 外 的 损 失 除 外)在按 👉 6(b)(i)款 发 出 通 知 后 的 二 十 天 内 就该 受 影 响 交 易 将 其 在 本 协 议 下 的 所 有 权利 和 义 务 转 让 到 该 方 的 其 它 办 事 处 或 关联 企 业，以 停 止 有 关 终 止 事 件。 If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.
