To: The International Swaps and Derivatives Association, Inc. 360 Madison Avenue, 16th floor New York, NY 10017 United States of America 803591 MSJ/the Copenhagen, 13 May 2016
[email protected] Doc. no. 1365342 Dear Sirs Validity and Enforceability under Danish law of Close-out Netting under the ISDA Master Agreements In this opinion we consider the validity and enforceability under Danish law of the termination, bilateral close-out netting and multibranch netting provi- sions of the 1987, 1992 and 2002 ISDA Master Agreements1 (each an “ISDA Master Agreement” and collectively, the “ISDA Master Agreements”) published by the International Swaps and Derivatives Association, Inc. (“ISDA”). Our opinion also includes certain advice on the following standard form doc- uments published by ISDA: (i) the 2001 ISDA Cross-Agreement Bridge (the “2001 Bridge”); and (ii) the 2002 ISDA Energy Agreement Bridge (the “2002 Bridge”). Capitalised terms used herein that are not defined herein shall have the meanings ascribed to such terms in the ISDA Master Agreement. 1 The 1987 ISDA Interest Rate and Currency Exchange Agreement and the 1987 ISDA Interest Rate Swap Agreement (collectively referred to as the “1987 ISDA Master Agreements”) pub- lished in March 1987 by ISDA, the 1992 ISDA Master Agreement (Multicurrency – Cross Bor- der) (the “Cross Border Agreement”) and the 1992 ISDA Master Agreement (Local Currency – Single Jurisdiction) (the “Single Jurisdiction Agreement”) and, together with the Cross Border Agreement, the “1992 ISDA Master Agreements”) published in June 1992 by ISDA and the 2002 ISDA Master Agreement, published in January 2003 by ISDA (the “2002 ISDA Master Agreement”).