Talk:EU Emissions Annex Wikitext: Difference between revisions

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{{euaprov|(a)}} '''{{euaprov|Scope}}'''<br>  
{{euaprov|(a)}} '''{{euaprov|Scope}}'''<br>  
The provisions of this Part apply solely in respect of {{isdaprov|Transactions}} that (i) are identified in the related {{isdaprov|Confirmation}} as {{euaprov|EU Emissions Allowance Transaction}}s or as otherwise being subject to the terms of this Part [7] and (ii) specify in the related {{isdaprov|Confirmation}} the {{euaprov|Fourth Compliance Period}} as the applicable “{{euaprov|Specified Compliance Period}}” (each such Transaction, an “'''{{euaprov|EU Emissions Allowance Transaction}}'''). <br>
This Annex applies to {{isdaprov|Transaction}}s that specify the {{euaprov|Fourth Compliance Period}} as the applicable “{{euaprov|Specified Compliance Period}}” (“'''{{euaprov|EU Emissions Allowance Transaction}}'''”s). <br>
{{euaprov|(b)}} '''{{euaprov|ISDA Definitions}}''' <br>
{{euaprov|(b)}} '''{{euaprov|ISDA Definitions}}''' <br>
The definitions and provisions contained in the [[2006 ISDA Definitions]], as published by the [[ISDA|International Swaps and Derivatives Association, Inc]]. (the “'''{{euaprov|2006 ISDA Definitions}}'''”), are incorporated into this Part. In the event of any inconsistency between those definitions and provisions and this Part, this Part will govern. <br>
The [[2006 ISDA Definitions]], are incorporated into this Annex. If there is any inconsistency between them and this Annex, this Annex will govern. <br>
{{euaprov|(c)}} '''{{euaprov|Multiple Delivery Dates}}'''<br>
{{euaprov|(c)}} '''{{euaprov|Multiple Delivery Dates}}'''<br>
If the {{isdaprov|Confirmation}} for an {{euaprov|EU Emissions Allowance Transaction}} specifies more than one {{euaprov|Delivery Date}} and, in respect of each such {{euaprov|Delivery Date}}:  
If there is more than one {{euaprov|Delivery Date}} and each such {{euaprov|Delivery Date}} has a specified:  
:(i) a Payment Date; <br>
:(i) a Payment Date; <br>
:(ii) an {{euaprov|Allowance Purchase Price}}; <br>
:(ii) an {{euaprov|Allowance Purchase Price}}; <br>
:(iii) the {{euaprov|Allowance Type}} (and {{euaprov|Specified Compliance Period}}); and <br>
:(iii) the {{euaprov|Allowance Type}} (and {{euaprov|Specified Compliance Period}}); and <br>
:(iv) the {{euaprov|Number of Allowances}}, <br>
:(iv) the {{euaprov|Number of Allowances}}, <br>
is specified in, or is otherwise capable of being determined as provided in that {{isdaprov|Confirmation}} then, for the purposes of this Part only the relevant {{euaprov|EU Emissions Allowance Transaction}} shall be deemed to consist of a number of {{euaprov|EU Emissions Allowance Transaction}}s: each one corresponding with one of the specified {{euaprov|Delivery Date}}s, and having the {{euaprov|Payment Date}}, {{euaprov|Allowance Price}}, {{euaprov|Allowance Type}} (and {{euaprov|Specified Compliance Period}}) and {{euaprov|Number of Allowances}} specified or otherwise determined as provided in that {{euaprov|Confirmation}} in respect of that {{euaprov|Delivery Date}}. <br>  
the relevant {{euaprov|EU Emissions Allowance Transaction}} will consist of a number of {{euaprov|EU Emissions Allowance Transaction}}s: each corresponding with one of the specified {{euaprov|Delivery Date}}s, and having the {{euaprov|Payment Date}}, {{euaprov|Allowance Purchase Price}}, {{euaprov|Allowance Type}} (and {{euaprov|Specified Compliance Period}}) and {{euaprov|Number of Allowances}} specified in that {{euaprov|Confirmation}} for that {{euaprov|Delivery Date}}. <br>  
{{euaprov|(d)}}''' {{euaprov|Terms}}''' <br>
{{euaprov|(d)}}''' {{euaprov|Terms}}''' <br>
In respect of each {{euaprov|EU Emissions Allowance Transaction}}: <br>
For each {{euaprov|EU Emissions Allowance Transaction}}: <br>
{{euaprov|(d)(i)}} '''{{euaprov|Physical Settlement}}'''<br>
{{euaprov|(d)(i)}} '''{{euaprov|Physical Settlement}}'''<br>
{{euaprov|(d)(i)(1)}} '''{{euaprov|Settlement}}''' <br>
{{euaprov|(d)(i)(1)}} '''{{euaprov|Settlement}}''' <br>
:(A) For purposes of an {{euaprov|Allowance Forward Transaction}}, on the {{euaprov|Payment Date}}, {{euaprov|Buyer}} shall pay to {{euaprov|Seller}} an amount equal to the {{euaprov|Allowance Purchase Price}} multiplied by the {{euaprov|Number of Allowances}} and on the {{euaprov|Delivery Date}} {{euaprov|Seller}} shall deliver to {{euaprov|Buyer}} the {{euaprov|Allowances to be Delivered}} and {{euaprov|Buyer}} shall accept the {{euaprov|Allowances to be Delivered}}, subject to and in accordance with the terms and conditions of this {{isdaprov|Agreement}} and the related {{euaprov|Confirmation}}.  
:(A) '''{{euaprov|Allowance Forward Transaction}}s''': on the {{euaprov|Payment Date}}, {{euaprov|Buyer}} must pay to {{euaprov|Seller}} the {{euaprov|Allowance Purchase Price}} multiplied by the {{euaprov|Number of Allowances}} and on the {{euaprov|Delivery Date}} {{euaprov|Seller}} must deliver to {{euaprov|Buyer}} the {{euaprov|Allowances to be Delivered}} and {{euaprov|Buyer}} must accept the {{euaprov|Allowances to be Delivered}}.  
:(B) For purposes of an {{euaprov|Allowance Option Transaction}}, in respect of each {{euaprov|Exercise Date}}, on the relevant {{euaprov|Payment Date}} {{euaprov|Receiving Party}} shall pay to {{euaprov|Delivering Party}} an amount equal to the {{euaprov|Allowance Strike Price}} multiplied by the {{euaprov|Number of Allowances}} to be {{euaprov|Delivered}} and on the relevant {{euaprov|Delivery Date}} {{euaprov|Delivering Party}} shall deliver to {{euaprov|Receiving Party}} the {{euaprov|Allowances to be Delivered}}, and {{euaprov|Receiving Party}} shall accept the {{euaprov|Allowances to be Delivered}}, subject to and in accordance with the terms and conditions of this Agreement and the related {{euaprov|Confirmation}}. <br>
:(B) '''{{euaprov|Allowance Option Transaction}}s''': for each {{euaprov|Exercise Date}}, on the relevant {{euaprov|Payment Date}} {{euaprov|Receiving Party}} must pay to {{euaprov|Delivering Party}} the {{euaprov|Allowance Strike Price}} multiplied by the {{euaprov|Number of Allowances}} to be {{euaprov|Delivered}} and on the relevant {{euaprov|Delivery Date}} {{euaprov|Delivering Party}} must deliver to {{euaprov|Receiving Party}} the {{euaprov|Allowances to be Delivered}}, and {{euaprov|Receiving Party}} must accept the {{euaprov|Allowances to be Delivered}}. <br>
{{euaprov|(d)(i)(2)}} '''{{euaprov|Delivery}}''' <br>
{{euaprov|(d)(i)(2)}} '''{{euaprov|Delivery}}''' <br>
:(A) Any obligation of {{euaprov|Delivering Party}} to deliver {{euaprov|Allowances}} pursuant to an {{euaprov|EU Emissions Allowance Transaction}} shall be discharged by the completed transfer of those {{euaprov|Allowances}} from a {{euaprov|Holding Account}} of {{euaprov|Delivering Party}} under and in accordance with the {{euaprov|Scheme}}. A transfer of {{euaprov|Allowances}} shall be considered to be completed for the purpose of a delivery obligation pursuant to an {{euaprov|EU Emissions Allowance Transaction}} when the relevant {{euaprov|Allowances}} are received at the relevant {{euaprov|Specified Holding Account}} of {{euaprov|Receiving Party}}, whereupon risk of loss related to the {{euaprov|Allowances}} or any portion thereof transfers from {{euaprov|Delivering Party}} to {{euaprov|Receiving Party}}.
:(A) Any obligation of {{euaprov|Delivering Party}} to deliver {{euaprov|Allowances}} under an {{euaprov|EU Emissions Allowance Transaction}} may be discharged by the completed transfer of those {{euaprov|Allowances}} from a {{euaprov|Holding Account}} of {{euaprov|Delivering Party}} under the {{euaprov|Scheme}}. A transfer will be completed when the relevant {{euaprov|Allowances}} are received at the relevant {{euaprov|Specified Holding Account}} of {{euaprov|Receiving Party}}, whereupon risk of loss of {{euaprov|Allowances}} transfers from {{euaprov|Delivering Party}} to {{euaprov|Receiving Party}}.
:(B) Notwithstanding Part(d)(i)(2)(A) above, if {{euaprov|Delivering Party}} has one or more {{euaprov|Specified Holding Account}}s for the relevant {{euaprov|EU Emissions Allowance Transaction}}, {{euaprov|Delivering Party}}’s obligation to deliver {{euaprov|Allowances}} under an {{euaprov|EU Emissions Allowance Transaction}} shall be limited to an obligation to deliver from any such {{euaprov|Specified Holding Account}} of {{euaprov|Delivering Party}} to the relevant {{euaprov|Specified Holding Account}} of {{euaprov|Receiving Party}}.  
:(B) Notwithstanding Part {{euaprov|(d)(i)(2)}}(A) above, if {{euaprov|Delivering Party}} has any {{euaprov|Specified Holding Account}}s for the relevant {{euaprov|EU Emissions Allowance Transaction}}, {{euaprov|Delivering Party}}’s obligation to deliver {{euaprov|Allowances}} under an {{euaprov|EU Emissions Allowance Transaction}} shall be limited to an obligation to deliver from any such {{euaprov|Specified Holding Account}} of {{euaprov|Delivering Party}} to the relevant {{euaprov|Specified Holding Account}} of {{euaprov|Receiving Party}}.  
:(C) Where {{euaprov|Receiving Party}} has more than one {{euaprov|Specified Holding Account}} in respect of an {{euaprov|EU Emissions Allowance Transaction}}, such {{euaprov|Specified Holding Account}}s are set out in order of preference. {{euaprov|Delivering Party}} shall deliver the {{euaprov|Allowances to be Delivered}} to the first listed {{euaprov|Specified Holding Account}} of {{euaprov|Receiving Party}} on the {{euaprov|Delivery Date}} unless, in respect of such {{euaprov|Receiving Party}}’s {{euaprov|Specified Holding Account}}, it is prevented from so doing by an event or circumstance that would be a {{euaprov|Settlement Disruption Event}} or a {{euaprov|Suspension Event}} if the first listed {{euaprov|Specified Holding Account}} of {{euaprov|Receiving Party}} were the only {{euaprov|Specified Holding Account}} so listed. In such circumstances, the provisions of this paragraph will apply iteratively to the next listed {{euaprov|Receiving Party}}’s {{euaprov|Specified Holding Account}} ([[if any]]).
:(C) Where {{euaprov|Receiving Party}} has more than one {{euaprov|Specified Holding Account}} for an {{euaprov|EU Emissions Allowance Transaction}}, such {{euaprov|Specified Holding Account}}s are set out in order of preference. {{euaprov|Delivering Party}} must deliver the {{euaprov|Allowances to be Delivered}} to the first listed {{euaprov|Specified Holding Account}} of {{euaprov|Receiving Party}} on the {{euaprov|Delivery Date}} unless, for such {{euaprov|Receiving Party}}’s {{euaprov|Specified Holding Account}}, it is prevented from so doing by an event or circumstance that would be a {{euaprov|Settlement Disruption Event}} or a {{euaprov|Suspension Event}} if the first listed {{euaprov|Specified Holding Account}} of {{euaprov|Receiving Party}} were the only {{euaprov|Specified Holding Account}} so listed. In such circumstances, this paragraph will apply iteratively to the next listed {{euaprov|Receiving Party}}’s {{euaprov|Specified Holding Account}} ([[if any]]).
:(D) If a transfer of {{euaprov|Allowances}} is completed after 4:00 p.m., Central European Time, on a {{euaprov|Delivery Business Day}} or at any time on any day other than a {{euaprov|Delivery Business Day}}, then those {{euaprov|Allowances}} will be deemed to have been delivered at 10:00 a.m., Central European Time, on the next following {{euaprov|Delivery Business Day}}. If a transfer of {{euaprov|Allowances}} is completed before 10:00 a.m., Central European Time, on a {{euaprov|Delivery Business Day}}, then those {{euaprov|Allowances}} will be deemed to have been delivered at 10:00 a.m., Central European Time, on that day. <br>
:(D) If a transfer of {{euaprov|Allowances}} is completed after 4:00 p.m., Central European Time, on a {{euaprov|Delivery Business Day}} or at any time on any day other than a {{euaprov|Delivery Business Day}}, then those {{euaprov|Allowances}} will be deemed to have been delivered at 10:00 a.m., Central European Time, on the next following {{euaprov|Delivery Business Day}}. If a transfer of {{euaprov|Allowances}} is completed before 10:00 a.m., Central European Time, on a {{euaprov|Delivery Business Day}}, then those {{euaprov|Allowances}} will be deemed to have been delivered at 10:00 a.m., Central European Time, on that day. <br>
{{euaprov|(d)(i)(3)}} '''{{euaprov|Netting}}''': If on any date {{euaprov|Allowances}} of the same {{euaprov|Allowance Type}} and {{euaprov|Specified Compliance Period}} would otherwise be deliverable in respect of two or more {{euaprov|EU Emissions Allowance Transaction}}s by each party to the other and, if applicable, between the same pair of {{euaprov|Holding Account}}s of the parties, then, on such date, each party’s obligation to make delivery of any such {{euaprov|Allowances}} will be automatically satisfied and discharged and, if the aggregate amount of {{euaprov|Allowances}} that would otherwise have been deliverable by one party exceeds the aggregate amount of {{euaprov|Allowances}} that would otherwise have been deliverable by the other party, replaced by an obligation upon the party by which the larger aggregate amount would have been deliverable to deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. <br>
{{euaprov|(d)(i)(3)}} '''{{euaprov|Netting}}''': If on any date {{euaprov|Allowances}} of the same {{euaprov|Allowance Type}} and {{euaprov|Specified Compliance Period}} would otherwise be deliverable for two or more {{euaprov|EU Emissions Allowance Transaction}}s by each party to the other and, if applicable, between the same pair of {{euaprov|Holding Account}}s of the parties, then, on such date, each party’s obligation to make delivery of any such {{euaprov|Allowances}} will be automatically satisfied and discharged and, if the aggregate amount of {{euaprov|Allowances}} that would otherwise have been deliverable by one party exceeds the aggregate amount of {{euaprov|Allowances}} that would otherwise have been deliverable by the other party, replaced by an obligation upon the party by which the larger aggregate amount would have been deliverable to deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount. <br>
{{euaprov|(d)(i)(4)}} '''{{euaprov|Settlement Disruption Event}}'''
{{euaprov|(d)(i)(4)}} '''{{euaprov|Settlement Disruption Event}}'''
:(A) '''Notification of {{euaprov|Settlement Disruption Event}}''': Upon the occurrence of a {{euaprov|Settlement Disruption Event}}, either party may notify the other party in writing of the commencement of the {{euaprov|Settlement Disruption Event}} and the {{euaprov|EU Emissions Allowance Transaction}}(s) affected by that {{euaprov|Settlement Disruption Event}}. Where the notification is from the party affected by the {{euaprov|Settlement Disruption Event}}, to the extent available to such party, it shall also provide details of the {{euaprov|Settlement Disruption Event}} and a non-binding estimate of the extent and the expected duration of its inability to perform its obligations due to the {{euaprov|Settlement Disruption Event}}.
:(A) '''{{euaprov|Notification ofSettlement Disruption Event}}''': If there is a {{euaprov|Settlement Disruption Event}}, either party may notify the other party in writing of the commencement of the {{euaprov|Settlement Disruption Event}} and the {{euaprov|EU Emissions Allowance Transaction}}(s) affected by that {{euaprov|Settlement Disruption Event}}. Where the notification is from the party affected by the {{euaprov|Settlement Disruption Event}}, to the extent available to such party, it shall also provide details of the {{euaprov|Settlement Disruption Event}} and a non-binding estimate of the extent and the expected duration of its inability to perform its obligations due to the {{euaprov|Settlement Disruption Event}}.
:(B) '''Effect of {{euaprov|Settlement Disruption Event}}''': If a {{euaprov|Settlement Disruption Event}} occurs, the obligations of both parties which would otherwise be required to be performed with respect to the {{euaprov|EU Emissions Allowance Transaction}}(s) affected by the {{euaprov|Settlement Disruption Event}} will be suspended for the duration of the {{euaprov|Settlement Disruption Event}} and, subject to (d)(i)(4)(D) (Continuing Settlement Disruption Event) below, will not be required to be performed until the {{euaprov|Settlement Disruption Event}} is overcome or ceases to exist. During the continuation of the {{euaprov|Settlement Disruption Event}}, the party affected by the {{euaprov|Settlement Disruption Event}} shall continue to use all reasonable endeavours to overcome the {{euaprov|Settlement Disruption Event}}.  
:(B) '''Effect of {{euaprov|Settlement Disruption Event}}''': If a {{euaprov|Settlement Disruption Event}} occurs, the obligations of both parties which would otherwise be required to be performed with respect to the {{euaprov|EU Emissions Allowance Transaction}}(s) affected by the {{euaprov|Settlement Disruption Event}} will be suspended for the duration of the {{euaprov|Settlement Disruption Event}} and, subject to (d)(i)(4)(D) (Continuing Settlement Disruption Event) below, will not be required to be performed until the {{euaprov|Settlement Disruption Event}} is overcome or ceases to exist. During the continuation of the {{euaprov|Settlement Disruption Event}}, the party affected by the {{euaprov|Settlement Disruption Event}} shall continue to use all reasonable endeavours to overcome the {{euaprov|Settlement Disruption Event}}.  
:(C) '''{{euaprov|Settlement Disruption Event}} Delayed Performance''': Subject to Part (d)(i)(4)(D)(''{{euaprov|Continuing Settlement Disruption Event}}'') below, upon the {{euaprov|Settlement Disruption Event}} being overcome or ceasing to subsist, both parties will be required, as soon as reasonably practicable but not later than the second {{euaprov|Delivery Business Day}} following the date upon which the {{euaprov|Settlement Disruption Event}} has been overcome or ceases to exist, to resume full performance of their obligations under this Agreement in respect of the relevant {{euaprov|EU Emissions Allowance Transaction}}(s) (including, for the avoidance of doubt, any suspended obligations).
:(C) '''{{euaprov|Settlement Disruption Event}} Delayed Performance''': Subject to Part (d)(i)(4)(D)(''{{euaprov|Continuing Settlement Disruption Event}}'') below, upon the {{euaprov|Settlement Disruption Event}} being overcome or ceasing to subsist, both parties will be required, promptly but by the second {{euaprov|Delivery Business Day}} following the date upon which the {{euaprov|Settlement Disruption Event}} has been overcome or ceases to exist, to resume full performance of their obligations under this Agreement for the relevant {{euaprov|EU Emissions Allowance Transaction}}(s) (including, for the avoidance of doubt, any suspended obligations).
:(D) '''Continuing {{euaprov|Settlement Disruption Event}}''': In respect of an {{euaprov|EU Emissions Allowance Transaction}} affected by a {{euaprov|Settlement Disruption Event}}, where the {{euaprov|Settlement Disruption Event}} continues:
:(D) '''Continuing {{euaprov|Settlement Disruption Event}}''': for an {{euaprov|EU Emissions Allowance Transaction}} affected by a {{euaprov|Settlement Disruption Event}}, where the {{euaprov|Settlement Disruption Event}} continues:
::(I) during the period ending 9 {{euaprov|Delivery Business Day}}s after the original date that, but for the {{euaprov|Settlement Disruption Event}}, would have been the {{euaprov|Delivery Date}} for an {{euaprov|EU Emissions Allowance Transaction}}; or
::(I) during the period ending 9 {{euaprov|Delivery Business Day}}s after the original date that, but for the {{euaprov|Settlement Disruption Event}}, would have been the {{euaprov|Delivery Date}} for an {{euaprov|EU Emissions Allowance Transaction}}; or
::(II) if such 9 {{euaprov|Delivery Business Day}} period would end after the {{euaprov|Reconciliation Deadline}} on or immediately following the original date that, but for the {{euaprov|Settlement Disruption Event}}, would have been the {{euaprov|Delivery Date}} for an {{euaprov|EU Emissions Allowance Transaction}}, during the period ending on that {{euaprov|Reconciliation Deadline}}; or
::(II) if such 9 {{euaprov|Delivery Business Day}} period would end after the {{euaprov|Reconciliation Deadline}} on or immediately following the original date that, but for the {{euaprov|Settlement Disruption Event}}, would have been the {{euaprov|Delivery Date}} for an {{euaprov|EU Emissions Allowance Transaction}}, during the period ending on that {{euaprov|Reconciliation Deadline}}; or
::(III) if such 9 {{euaprov|Delivery Business Day}} period would end after the day that is 3 {{euaprov|Delivery Business Day}}s preceding the {{euaprov|End of Phase Reconciliation Deadline}} on or immediately following the original date that, but for the {{euaprov|Settlement Disruption Event}}, would have been the {{euaprov|Delivery Date}} for an {{euaprov|EU Emissions Allowance Transaction}}, during the period ending on the day that is 3 {{euaprov|Delivery Business Day}}s preceding that {{euaprov|End of Phase Reconciliation Deadline}},
::(III) if such 9 {{euaprov|Delivery Business Day}} period would end after the day that is 3 {{euaprov|Delivery Business Day}}s preceding the {{euaprov|End of Phase Reconciliation Deadline}} on or immediately following the original date that, but for the {{euaprov|Settlement Disruption Event}}, would have been the {{euaprov|Delivery Date}} for an {{euaprov|EU Emissions Allowance Transaction}}, during the period ending on the day that is 3 {{euaprov|Delivery Business Day}}s preceding that {{euaprov|End of Phase Reconciliation Deadline}},
:then on that 9th {{euaprov|Delivery Business Day}}, {{euaprov|Reconciliation Deadline}} or day that is 3 {{euaprov|Delivery Business Day}}s preceding the {{euaprov|End of Phase Reconciliation Deadline}} (as the case may be), an [Additional Termination Event][Illegality]<ref>If the form of Master Agreement in which this Part is included is a {{1992ma}} the parties should specify “{{isdaprov|Additional Termination Event}}” or, if the form of Master Agreement which the Confirmation supplements is an {{2002ma}} the parties should specify “{{isdaprov|Illegality}}”.</ref> shall be deemed to have occurred in respect of which the relevant {{euaprov|EU Emissions Allowance Transaction}} is the sole Affected Transaction, both parties are Affected Parties[, no Waiting Period will apply] and, if an {{isdaprov|Early Termination Date}} results from that {{isdaprov|Termination Event}}, then, for purposes of determining any amount payable under Section {{isdaprov|6(e)}} in respect of that {{isdaprov|Early Termination Date}}:  
:then on that 9th {{euaprov|Delivery Business Day}}, {{euaprov|Reconciliation Deadline}} or day that is 3 {{euaprov|Delivery Business Day}}s preceding the {{euaprov|End of Phase Reconciliation Deadline}} (as the case may be), an [Additional Termination Event][Illegality]<ref>If the form of Master Agreement in which this Annex is included is a {{1992ma}} the parties should specify “{{isdaprov|Additional Termination Event}}” or, if the form of Master Agreement which the Confirmation supplements is an {{2002ma}} the parties should specify “{{isdaprov|Illegality}}”.</ref> will have occurred for which the relevant {{euaprov|EU Emissions Allowance Transaction}} is the sole Affected Transaction, both parties are Affected Parties[, no Waiting Period will apply] and, if an {{isdaprov|Early Termination Date}} results from that {{isdaprov|Termination Event}}, then, for purposes of determining any amount payable under Section {{isdaprov|6(e)}} for that {{isdaprov|Early Termination Date}}:  
::(i) if “'''{{euaprov|Payment on Termination for Settlement Disruption}}'''” is specified to be applicable in the Annex to this Part 5 or the Confirmation for the relevant {{euaprov|EU Emissions Allowance Transaction}}, it will be deemed that the requirement to perform the suspended obligations resumed on the {{isdaprov|Early Termination Date}}; or  
::(i) if “'''{{euaprov|Payment on Termination for Settlement Disruption}}'''” applies, it will be deemed that the requirement to perform the suspended obligations resumed on the {{isdaprov|Early Termination Date}}; or  
::(ii) if “'''{{euaprov|Payment on Termination for Settlement Disruption}}'''” is specified to be inapplicable in the Annex to this Part or the Confirmation for the relevant {{euaprov|EU Emissions Allowance Transaction}}, it will be deemed that the parties had no further delivery or payment obligations in respect of the {{euaprov|EU Emissions Allowance Transaction}} after the occurrence of the {{euaprov|Settlement Disruption Event}} (other than in respect of any payment due by one party in connection with delivery obligations already performed by the other party); provided, however, that  
::(ii) if “'''{{euaprov|Payment on Termination for Settlement Disruption}}'''” does not applyit will be deemed that the parties had no further delivery or payment obligations for the {{euaprov|EU Emissions Allowance Transaction}} after the occurrence of the {{euaprov|Settlement Disruption Event}} (other than for any payment due by one party in connection with delivery obligations already performed by the other party); provided, however, that  
:::(i) {{euaprov|Delivering Party}} shall promptly refund to {{euaprov|Receiving Party}} any amount that may have been paid by {{euaprov|Receiving Party}} in respect of the {{euaprov|EU Emissions Allowance Transaction}} that is an {{euaprov|Allowance Forward Transaction}} or a Call and  
:::(i) {{euaprov|Delivering Party}} must promptly refund to {{euaprov|Receiving Party}} any amount that may have been paid by {{euaprov|Receiving Party}} for the {{euaprov|EU Emissions Allowance Transaction}} that is an {{euaprov|Allowance Forward Transaction}} or a Call and  
:::(ii) {{euaprov|Receiving Party}} shall promptly refund to {{euaprov|Delivering Party}} any amount that may have been paid by {{euaprov|Delivering Party}} in respect of an {{euaprov|EU Emissions Allowance Transaction}} that is a {{euaprov|Put}} (in each case, other than in respect of delivered {{euaprov|Allowance}}s) together with interest on that amount in the same currency as that amount for the period from (and including) the date that amount was paid to (but excluding) the date of termination of such {{euaprov|EU Emissions Allowance Transaction}}, at the rate certified by the party required to refund the amount to be a rate offered to such party by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by that party for purposes of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in the relevant market.
:::(ii) {{euaprov|Receiving Party}} must promptly refund to {{euaprov|Delivering Party}} any amount that may have been paid by {{euaprov|Delivering Party}} for an {{euaprov|EU Emissions Allowance Transaction}} that is a {{euaprov|Put}} (in each case, other than for delivered {{euaprov|Allowance}}s) together with interest on that amount in the same currency as that amount from the date that amount was paid until the date of termination of such {{euaprov|EU Emissions Allowance Transaction}}, at the rate certified by the party required to refund the amount to be a rate offered to such party by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by that party for purposes of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in the relevant market.
{{euaprov|(d)(i)(5)}} '''{{euaprov|Suspension Event}}''' <Br>
{{euaprov|(d)(i)(5)}} '''{{euaprov|Suspension Event}}''' <Br>
:(A) '''Notification of {{euaprov|Suspension Event}}''': Upon the occurrence of a {{euaprov|Suspension Event}}, the party affected by the {{euaprov|Suspension Event}} shall, as soon as reasonably practicable, notify the other party in writing of the commencement of the {{euaprov|Suspension Event}}. To the extent available to the party affected by the {{euaprov|Suspension Event}}, it shall also provide details of the {{euaprov|Suspension Event}} including a non-binding estimate of the duration of its inability to perform its obligations due to the {{euaprov|Suspension Event}}.
:(A) '''Notification of {{euaprov|Suspension Event}}''': If there is a {{euaprov|Suspension Event}}, the affected party must, as soon as reasonably practicable, notify the other party in writing. To the extent available to the party affected by the {{euaprov|Suspension Event}}, it shall also provide details of the {{euaprov|Suspension Event}} including a non-binding estimate of the duration of its inability to perform its obligations due to the {{euaprov|Suspension Event}}.
:(B) '''Effect of {{euaprov|Suspension Event}}''': Where a {{euaprov|Suspension Event}} occurs, the obligations of both parties which would otherwise be required to be performed with respect to the {{euaprov|EU Emissions Allowance Transaction}}(s) affected by the {{euaprov|Suspension Event}} will be suspended for the duration of the {{euaprov|Suspension Event}} and, subject to Part (d)(i)(5)(D)(Continuing {{euaprov|Suspension Event}}) below, will not be required to be performed until the {{euaprov|Suspension Event}} ceases to exist.
:(B) '''Effect of {{euaprov|Suspension Event}}''': Where a {{euaprov|Suspension Event}} occurs, the obligations of both parties which would otherwise be required to be performed with respect to the {{euaprov|EU Emissions Allowance Transaction}}(s) affected by the {{euaprov|Suspension Event}} will be suspended for the duration of the {{euaprov|Suspension Event}} and, subject to Part (d)(i)(5)(D)(Continuing {{euaprov|Suspension Event}}) below, will not be required to be performed until the {{euaprov|Suspension Event}} ceases to exist.
:(C) '''{{euaprov|Suspension Event}} Delayed Performance''': Subject to Part (d)(i)(5)(D)(Continuing {{euaprov|Suspension Event}}) below, upon the {{euaprov|Suspension Event}} ceasing to exist, both parties will be required to resume full performance of their obligations under this Agreement in respect of the relevant {{euaprov|EU Emissions Allowance Transaction}} (including, for the avoidance of doubt, any suspended obligations) as soon as possible but no later than the day that is the earlier of: (i) the tenth {{euaprov|Delivery Business Day}} following the date on which the {{euaprov|Suspension Event}} ceases to exist; and (ii) 3 {{euaprov|Delivery Business Day}}s prior to the {{euaprov|End of Phase Reconciliation Deadline}} (the “{{euaprov|Delayed Delivery Date}}”).
:(C) '''{{euaprov|Suspension Event}} Delayed Performance''': Subject to Part (d)(i)(5)(D)(Continuing {{euaprov|Suspension Event}}) below, upon the {{euaprov|Suspension Event}} ceasing to exist, both parties will be required to resume full performance of their obligations under this Agreement for the relevant {{euaprov|EU Emissions Allowance Transaction}} (including, for the avoidance of doubt, any suspended obligations) as soon as possible but no later than the day that is the earlier of: (i) the tenth {{euaprov|Delivery Business Day}} following the date on which the {{euaprov|Suspension Event}} ceases to exist; and (ii) 3 {{euaprov|Delivery Business Day}}s prior to the {{euaprov|End of Phase Reconciliation Deadline}} (the “{{euaprov|Delayed Delivery Date}}”).
:In the event that the {{euaprov|Allowances to be Delivered}} are delivered to {{euaprov|Receiving Party}} on or before the {{euaprov|Delayed Delivery Date}} following the occurrence of a {{euaprov|Suspension Event}} as contemplated by Part (d)(i)(5)(B)(Effect of a {{euaprov|Suspension Event}}) above, {{euaprov|Receiving Party}} agrees to pay {{euaprov|Delivering Party}} on the {{euaprov|Delayed Payment Date}}:
:If the {{euaprov|Allowances to be Delivered}} are delivered to {{euaprov|Receiving Party}} by the {{euaprov|Delayed Delivery Date}} following the occurrence of a {{euaprov|Suspension Event}} as contemplated by Part (d)(i)(5)(B)(Effect of a {{euaprov|Suspension Event}}) above, {{euaprov|Receiving Party}} agrees to pay {{euaprov|Delivering Party}} on the {{euaprov|Delayed Payment Date}}:
::(I) for the purposes of an {{euaprov|Allowance Forward Transaction}}, an amount equal to the sum of: (X) {{euaprov|Allowance Purchase Price}} multiplied by the {{euaprov|Number of Allowances}} delivered on or before the relevant {{euaprov|Delayed Delivery Date}}; and (Y) the {{euaprov|Cost of Carry Amount}}; or
::(I) for the purposes of an {{euaprov|Allowance Forward Transaction}}, the sum of: (X) {{euaprov|Allowance Purchase Price}} multiplied by the {{euaprov|Number of Allowances}} delivered by the relevant {{euaprov|Delayed Delivery Date}}; and (Y) the {{euaprov|Cost of Carry Amount}}; or
::(II) for the purposes of an {{euaprov|Allowance Option Transaction}}, an amount equal to the sum of: (X) the {{euaprov|Allowance Strike Price}} multiplied by the {{euaprov|Number of Allowances}} delivered on or before the relevant {{euaprov|Delayed Delivery Date}}; and (Y) the {{euaprov|Cost of Carry Amount}}.
::(II) for the purposes of an {{euaprov|Allowance Option Transaction}}, the sum of: (X) the {{euaprov|Allowance Strike Price}} multiplied by the {{euaprov|Number of Allowances}} delivered by the relevant {{euaprov|Delayed Delivery Date}}; and (Y) the {{euaprov|Cost of Carry Amount}}.
:[[For the avoidance of doubt]], the {{euaprov|Cost of Carry Amount}} shall be identified in the relevant {{euaprov|VAT Invoice}} sent to {{euaprov|Receiving Party}}.
:[[For the avoidance of doubt]], the {{euaprov|Cost of Carry Amount}} shall be identified in the relevant {{euaprov|VAT Invoice}} sent to {{euaprov|Receiving Party}}.
:(D) '''{{euaprov|Continuing Suspension Event}}''': Where:  
:(D) '''{{euaprov|Continuing Suspension Event}}''': Where:  
::(I) a {{euaprov|Suspension Event}} continues to exist on the {{euaprov|Long-Stop Date}}, then an [Additional Termination Event]/[Illegality] shall be deemed to have occurred in respect of which the relevant {{euaprov|EU Emissions Allowance Transaction}} is the sole Affected Transaction [,]/[and] both parties are Affected Parties [and no Waiting Period will apply]. The parties agree that the {{euaprov|Long-Stop Date}} will be the Early Termination Date for the purposes of the relevant {{euaprov|EU Emissions Allowance Transaction}}. For purposes of determining any amount payable under Section 6(e) in respect of that Early Termination Date, it will be deemed that the parties had no further delivery or payment obligations in respect of the {{euaprov|EU Emissions Allowance Transaction}} after the occurrence of the {{euaprov|Suspension Event}} (other than in respect of any payment due by one party in connection with delivery obligations already performed by the other party); provided, however, that (i) {{euaprov|Delivering Party}} shall promptly refund to {{euaprov|Receiving Party}} any amount that may have been paid by {{euaprov|Receiving Party}} in respect of the {{euaprov|EU Emissions Allowance Transaction}} that is an {{euaprov|Allowance Forward Transaction}} or a Call and (ii) {{euaprov|Receiving Party}} shall promptly refund to {{euaprov|Delivering Party}} any amount that may have been paid by {{euaprov|Delivering Party}} in respect of an {{euaprov|EU Emissions Allowance Transaction}} that is a Put (in each case, other than in respect of delivered Allowances) together with interest on that amount in the same currency as that amount for the period from (and including) the date that amount was paid to (but excluding) the date of termination of such {{euaprov|EU Emissions Allowance Transaction}}, at the rate certified by the party required to refund the amount to be a rate offered to such party by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by that party for purposes of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in the relevant market. <br>  
::(I) a {{euaprov|Suspension Event}} continues to exist on the {{euaprov|Long-Stop Date}}, then an [Additional Termination Event]/[Illegality] will have occurred for which the relevant {{euaprov|EU Emissions Allowance Transaction}} is the sole Affected Transaction [,]/[and] both parties are Affected Parties [and no Waiting Period will apply]. The parties agree that the {{euaprov|Long-Stop Date}} will be the Early Termination Date for the purposes of the relevant {{euaprov|EU Emissions Allowance Transaction}}. For purposes of determining any amount payable under Section 6(e) for that Early Termination Date, it will be deemed that the parties had no further delivery or payment obligations for the {{euaprov|EU Emissions Allowance Transaction}} after the occurrence of the {{euaprov|Suspension Event}} (other than for any payment due by one party in connection with delivery obligations already performed by the other party); provided, however, that (i) {{euaprov|Delivering Party}} must promptly refund to {{euaprov|Receiving Party}} any amount that may have been paid by {{euaprov|Receiving Party}} for the {{euaprov|EU Emissions Allowance Transaction}} that is an {{euaprov|Allowance Forward Transaction}} or a Call and (ii) {{euaprov|Receiving Party}} must promptly refund to {{euaprov|Delivering Party}} any amount that may have been paid by {{euaprov|Delivering Party}} for an {{euaprov|EU Emissions Allowance Transaction}} that is a Put (in each case, other than for delivered Allowances) together with interest on that amount in the same currency as that amount from the date that amount was paid until the date of termination of such {{euaprov|EU Emissions Allowance Transaction}}, at the rate certified by the party required to refund the amount to be a rate offered to such party by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by that party for purposes of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in the relevant market. <br>  
{{euaprov|(d)(ii)}} '''{{euaprov|Failure to Deliver}}'''.<br>
{{euaprov|(d)(ii)}} '''{{euaprov|Failure to Deliver}}'''.<br>
{{euaprov|(d)(ii)(1)}} '''{{eqderivprov|Failure to Deliver by Delivering Party}}'''<br>
{{euaprov|(d)(ii)(1)}} '''{{eqderivprov|Failure to Deliver by Delivering Party}}'''<br>
If the failure to deliver occurs other than as a result of the failure of {{euaprov|Receiving Party}} to comply with the {{euaprov|Requirements under the Scheme}} as specified below, the existence of an {{euaprov|Illegality}}, the existence of a {{euaprov|Settlement Disruption Event}}, the existence of a {{euaprov|Suspension Event}} or an abandonment of the Scheme as described in Part [7]{{euaprov|(d)(iv)(1)}}, the {{euaprov|Payment Date}} will be postponed and {{euaprov|Receiving Party}} may, by notice to {{euaprov|Delivering Party}}, require {{euaprov|Delivering Party}} to remedy such failure, and the following provisions shall apply. <br>
If the failure to deliver occurs other than because of the failure of {{euaprov|Receiving Party}} to comply with the {{euaprov|Requirements under the Scheme}} as specified below, the existence of an {{euaprov|Illegality}}, the existence of a {{euaprov|Settlement Disruption Event}}, the existence of a {{euaprov|Suspension Event}} or an abandonment of the Scheme as described in Part [7]{{euaprov|(d)(iv)(1)}}, the {{euaprov|Payment Date}} will be postponed and {{euaprov|Receiving Party}} may, by notice to {{euaprov|Delivering Party}}, require {{euaprov|Delivering Party}} to remedy such failure, and the following provisions shall apply. <br>
:(A) '''{{euaprov|Failure to Deliver Remedied}}''': If {{euaprov|Delivering Party}} delivers the {{euaprov|Allowances to be Delivered}} on or before the {{euaprov|Final Delivery Date}}: <br>
:(A) '''{{euaprov|Failure to Deliver Remedied}}''': If {{euaprov|Delivering Party}} delivers the {{euaprov|Allowances to be Delivered}} by the {{euaprov|Final Delivery Date}}: <br>
::(X) in respect of an {{euaprov|Allowance Forward Transaction}}, {{euaprov|Receiving Party}} shall pay to {{euaprov|Delivering Party}} on the {{euaprov|Payment Date}} an amount equal to the {{euaprov|Allowance Purchase Price}} multiplied by the {{euaprov|Number of Allowances}} and, in respect of an {{euaprov|Allowance Option Transaction}}, {{euaprov|Receiving Party}} shall pay to {{euaprov|Delivering Party}} on the {{euaprov|Payment Date}} an amount equal to the {{euaprov|Allowance Strike Price}} multiplied by the number of {{euaprov|Allowances to be Delivered}} (and, in each case, for purposes of determining the {{euaprov|Payment Date}}, the date of actual delivery shall be deemed to be the {{euaprov|Delivery Date}}); and
::(X) for an {{euaprov|Allowance Forward Transaction}}, {{euaprov|Receiving Party}} must pay to {{euaprov|Delivering Party}} on the {{euaprov|Payment Date}} the {{euaprov|Allowance Purchase Price}} multiplied by the {{euaprov|Number of Allowances}} and, for an {{euaprov|Allowance Option Transaction}}, {{euaprov|Receiving Party}} must pay to {{euaprov|Delivering Party}} on the {{euaprov|Payment Date}} the {{euaprov|Allowance Strike Price}} multiplied by the number of {{euaprov|Allowances to be Delivered}} (and, in each case, for purposes of determining the {{euaprov|Payment Date}}, the date of actual delivery will be the {{euaprov|Delivery Date}}); and
::(Y) {{euaprov|Delivering Party}} shall pay to {{euaprov|Receiving Party}} on the {{euaprov|Payment Date}} (determined in accordance with Part [7]{{euaprov|(d)(ii)(1)}}(A)(X) above) interest on an amount equal to the number of {{euaprov|Allowances}} that were required to be delivered on the {{euaprov|Delivery Date}} (but which were not delivered on such date) multiplied by either the {{euaprov|Allowance Purchase Price}} (in respect of an {{euaprov|Allowance Forward Transaction}}) or the {{euaprov|Allowance Strike Price}} (in respect of an {{euaprov|Allowance Option Transaction}}) for the period from (and including) the original {{euaprov|Delivery Date}} to (but excluding) the date of actual delivery at the {{euaprov|Default Rate}}.<br>
::(Y) {{euaprov|Delivering Party}} must pay to {{euaprov|Receiving Party}} on the {{euaprov|Payment Date}} (determined under Part [7]{{euaprov|(d)(ii)(1)}}(A)(X) above) interest on the number of {{euaprov|Allowances}} that were required to be delivered on the {{euaprov|Delivery Date}} (but which were not delivered on such date) multiplied by either the {{euaprov|Allowance Purchase Price}} (for an {{euaprov|Allowance Forward Transaction}}) or the {{euaprov|Allowance Strike Price}} (for an {{euaprov|Allowance Option Transaction}}) from the original {{euaprov|Delivery Date}} until the date of actual delivery at the {{euaprov|Default Rate}}.<br>
:(B) '''{{euaprov|Failure to Deliver Not Remedied}}''': If the failure is not remedied on or before the {{euaprov|Final Delivery Date}}:<br>
:(B) '''{{euaprov|Failure to Deliver Not Remedied}}''': If the failure is not remedied by the {{euaprov|Final Delivery Date}}:<br>
::(X) if “{{euaprov|Excess Emissions Penalty}}” is specified not to be applicable in the Annex to this Part [7] or the {{euaprov|Confirmation}} for the relevant {{euaprov|EU Emissions Allowance Transaction}}, or if “{{euaprov|Excess Emissions Penalty}}” is specified to be applicable in the Annex to this Part [7] or the Confirmation for the relevant {{euaprov|EU Emissions Allowance Transaction}} and an {{euaprov|EEP Risk Period}} is specified in that Confirmation but the {{euaprov|Delivery Date}} does not fall within that {{euaprov|EEP Risk Period}}, {{euaprov|Receiving Party}} may, by written notice to {{euaprov|Delivering Party}}, terminate the parties’ obligations under “{{euaprov|Physical Settlement}}” above and {{euaprov|Delivering Party}} shall pay to {{euaprov|Receiving Party}} an amount determined in accordance with paragraph (1) of {{euaprov|Receiving Party’s Replacement Cost}} (if a positive number) on the first succeeding {{euaprov|Business Day}}, adjusted to take into account any amount previously paid (which, for the avoidance of doubt, shall not include any Premium paid by the Buyer in respect of an {{euaprov|Allowance Option Transaction}}) by {{euaprov|Receiving Party}} to {{euaprov|Delivering Party}} in respect of the relevant {{euaprov|EU Emissions Allowance Transaction}}; or
::(X) if “{{euaprov|Excess Emissions Penalty}}” is specified not to be applicable in the Annex to this Annex or the {{euaprov|Confirmation}} for the relevant {{euaprov|EU Emissions Allowance Transaction}}, or if “{{euaprov|Excess Emissions Penalty}}” applies and an {{euaprov|EEP Risk Period}} is specified in that Confirmation but the {{euaprov|Delivery Date}} does not fall within that {{euaprov|EEP Risk Period}}, {{euaprov|Receiving Party}} may, by written notice to {{euaprov|Delivering Party}}, terminate the parties’ obligations under “{{euaprov|Physical Settlement}}” above and {{euaprov|Delivering Party}} must pay to {{euaprov|Receiving Party}} an amount determined under paragraph (1) of {{euaprov|Receiving Party’s Replacement Cost}} (if a positive number) on the first succeeding {{euaprov|Business Day}}, adjusted to take into account any amount previously paid (which, for the avoidance of doubt, shall not include any Premium paid by the Buyer for an {{euaprov|Allowance Option Transaction}}) by {{euaprov|Receiving Party}} to {{euaprov|Delivering Party}} for the relevant {{euaprov|EU Emissions Allowance Transaction}}; or
::(Y) if “{{euaprov|Excess Emissions Penalty}}” is specified to be applicable in the Annex to this Part [7] or the Confirmation for the relevant {{euaprov|EU Emissions Allowance Transaction}} and, if an {{euaprov|EEP Risk Period}} is specified in the Confirmation for the relevant {{euaprov|EU Emissions Allowance Transaction}}, the {{euaprov|Delivery Date}} falls within that {{euaprov|EEP Risk Period}} for the relevant {{euaprov|EU Emissions Allowance Transaction}}, {{euaprov|Receiving Party}} may, by written notice to {{euaprov|Delivering Party}}, terminate the parties’ obligations under “Physical Settlement” above and {{euaprov|Delivering Party}} shall pay to {{euaprov|Receiving Party}} an amount determined in accordance with paragraph (2) of {{euaprov|Receiving Party’s Replacement Cost}} (if a positive number) on the first Business Day following the day on which {{euaprov|Receiving Party}} is able to effect a {{euaprov|Buy-In}} (which may be a {{euaprov|Buy-In}}, on any such date, of less than the entire number of {{euaprov|Undelivered Allowances}}) if and to the extent that paragraphs (2)(A)(I) or (2)(A)(II)(X) of {{euaprov|Receiving Party’s Replacement Cost}} apply, or the first Business Day following the day on which {{euaprov|Receiving Party}} is able to effect a purchase of {{euaprov|Allowances}} in accordance with paragraph (2)(A)(II)(Y) of {{euaprov|Receiving Party’s Replacement Cost}}, if and to the extent that paragraph applies, in either case adjusted to take into account any amount previously paid (which, [[for the avoidance of doubt]], shall not include any Premium paid by the Buyer in respect of an {{euaprov|Allowance Option Transaction}}) by {{euaprov|Receiving Party}} to {{euaprov|Delivering Party}} in respect of the {{euaprov|EU Emissions Allowance Transaction}}; or
::(Y) if “{{euaprov|Excess Emissions Penalty}}” applies and, if an {{euaprov|EEP Risk Period}} is specified in the Confirmation for the relevant {{euaprov|EU Emissions Allowance Transaction}}, the {{euaprov|Delivery Date}} falls within that {{euaprov|EEP Risk Period}} for the relevant {{euaprov|EU Emissions Allowance Transaction}}, {{euaprov|Receiving Party}} may, by written notice to {{euaprov|Delivering Party}}, terminate the parties’ obligations under “Physical Settlement” above and {{euaprov|Delivering Party}} must pay to {{euaprov|Receiving Party}} an amount determined under paragraph (2) of {{euaprov|Receiving Party’s Replacement Cost}} (if a positive number) on the first Business Day following the day on which {{euaprov|Receiving Party}} is able to effect a {{euaprov|Buy-In}} (which may be a {{euaprov|Buy-In}}, on any such date, of less than the entire number of {{euaprov|Undelivered Allowances}}) if and to the extent that paragraphs (2)(A)(I) or (2)(A)(II)(X) of {{euaprov|Receiving Party’s Replacement Cost}} apply, or the first Business Day following the day on which {{euaprov|Receiving Party}} is able to effect a purchase of {{euaprov|Allowances}} under paragraph (2)(A)(II)(Y) of {{euaprov|Receiving Party’s Replacement Cost}}, if and to the extent that paragraph applies, in either case adjusted to take into account any amount previously paid (which, [[for the avoidance of doubt]], shall not include any Premium paid by the Buyer for an {{euaprov|Allowance Option Transaction}}) by {{euaprov|Receiving Party}} to {{euaprov|Delivering Party}} for the {{euaprov|EU Emissions Allowance Transaction}}; or
::(Z) if “Failure to Deliver (Alternative Method)” is specified to be applicable in the Annex to this Part [7] or the {{euaprov|Confirmation}} for the relevant {{euaprov|EU Emissions Allowance Transaction}}:
::(Z) if “Failure to Deliver (Alternative Method)” applies:
:::(aa) {{euaprov|Delivering Party}} shall pay to {{euaprov|Receiving Party}}, on the first succeeding Business Day, an amount determined in accordance with paragraph (3) of {{euaprov|Receiving Party’s Replacement Cost}} (if a positive number), adjusted to take into account any amount previously paid (which, for the avoidance of doubt, shall not include any Premium paid by the Buyer in respect of an {{euaprov|Allowance Option Transaction}}) by {{euaprov|Receiving Party}} to {{euaprov|Delivering Party}} in respect of the relevant {{euaprov|EU Emissions Allowance Transaction}}, and upon payment of such amount, Delivering Party’s obligation to deliver to {{euaprov|Receiving Party}} the {{euaprov|Allowances to be Delivered}} shall be fully discharged and terminated; and
:::(aa) {{euaprov|Delivering Party}} must pay to {{euaprov|Receiving Party}}, on the first succeeding Business Day, an amount determined under paragraph (3) of {{euaprov|Receiving Party’s Replacement Cost}} (if a positive number), adjusted to take into account any amount previously paid (which, for the avoidance of doubt, shall not include any Premium paid by the Buyer for an {{euaprov|Allowance Option Transaction}}) by {{euaprov|Receiving Party}} to {{euaprov|Delivering Party}} for the relevant {{euaprov|EU Emissions Allowance Transaction}}, and upon payment of such amount, Delivering Party’s obligation to deliver to {{euaprov|Receiving Party}} the {{euaprov|Allowances to be Delivered}} shall be fully discharged and terminated; and
:::(bb) if “{{euaprov|Excess Emissions Penalty}}” is specified to be applicable in the Annex to this Part [7] or the Confirmation for the relevant {{euaprov|EU Emissions Allowance Transaction}}, {{euaprov|Delivering Party}} shall pay to {{euaprov|Receiving Party}} the amount, if any, determined in accordance with the provisions of Part [7] (d)(xi)(Failure to Deliver (Alternative Method) – EEP Applicable) below on the date determined in accordance with those provisions. <br>
:::(bb) if “{{euaprov|Excess Emissions Penalty}}” applies, {{euaprov|Delivering Party}} must pay to {{euaprov|Receiving Party}} the amount, if any, determined under  Part [7] (d)(xi)(Failure to Deliver (Alternative Method) – EEP Applicable) below on the date determined under those provisions. <br>
:(2) '''{{euaprov|Failure to Comply by Receiving Party}}''': If the failure to deliver occurs as a result of the failure of {{euaprov|Receiving Party}} to comply with the {{euaprov|Requirements under the Scheme}} as specified below, the {{euaprov|Payment Date}} will be postponed and {{euaprov|Delivering Party}} may, by notice to {{euaprov|Receiving Party}}, require {{euaprov|Receiving Party}} so to comply, and the following provisions shall apply.
:(2) '''{{euaprov|Failure to Comply by Receiving Party}}''': If the failure to deliver occurs because of the failure of {{euaprov|Receiving Party}} to comply with the {{euaprov|Requirements under the Scheme}} as specified below, the {{euaprov|Payment Date}} will be postponed and {{euaprov|Delivering Party}} may, by notice to {{euaprov|Receiving Party}}, require {{euaprov|Receiving Party}} so to comply, and the following provisions shall apply.
::(A) '''{{euaprov|Failure to Comply Remedied}}''': If {{euaprov|Receiving Party}} complies on or before the {{euaprov|Final Compliance Date}}:  
::(A) '''{{euaprov|Failure to Comply Remedied}}''': If {{euaprov|Receiving Party}} complies by the {{euaprov|Final Compliance Date}}:  
:::(X) {{euaprov|Delivering Party}} shall deliver to {{euaprov|Receiving Party}} the {{euaprov|Allowances to be Delivered}} and, in respect of an {{euaprov|Allowance Forward Transaction}}, {{euaprov|Receiving Party}} shall pay to {{euaprov|Delivering Party}} on the {{euaprov|Payment Date}} an amount equal to the {{euaprov|Allowance Purchase Price}} multiplied by the {{euaprov|Number of Allowances}} and, in respect of an {{euaprov|Allowance Option Transaction}}, {{euaprov|Receiving Party}} shall pay to {{euaprov|Delivering Party}} on the Payment Date an amount equal to the {{euaprov|Allowance Strike Price}} multiplied by the number of {{euaprov|Allowances to be Delivered}} (and, in each case, for purposes of determining the Payment Date, the date of actual delivery shall be deemed to be the {{euaprov|Delivery Date}}); and
:::(X) {{euaprov|Delivering Party}} must deliver to {{euaprov|Receiving Party}} the {{euaprov|Allowances to be Delivered}} and, for an {{euaprov|Allowance Forward Transaction}}, {{euaprov|Receiving Party}} must pay to {{euaprov|Delivering Party}} on the {{euaprov|Payment Date}} the {{euaprov|Allowance Purchase Price}} multiplied by the {{euaprov|Number of Allowances}} and, for an {{euaprov|Allowance Option Transaction}}, {{euaprov|Receiving Party}} must pay to {{euaprov|Delivering Party}} on the Payment Date the {{euaprov|Allowance Strike Price}} multiplied by the number of {{euaprov|Allowances to be Delivered}} (and, in each case, for purposes of determining the Payment Date, the date of actual delivery will be the {{euaprov|Delivery Date}}); and
:::(Y) {{euaprov|Receiving Party}} shall pay to {{euaprov|Delivering Party}} on the {{euaprov|Payment Date}} (determined in accordance with Part {{euaprov|(d)(ii)(2)}}(A)(X) above) interest on an amount equal to the number of {{euaprov|Allowances}} that were required to be delivered on the {{euaprov|Delivery Date}} (but which were not delivered on that date) multiplied by the {{euaprov|Allowance Purchase Price}} or {{euaprov|Allowance Strike Price}}, as applicable, for the period from (and including) the original {{euaprov|Delivery Date}} to (but excluding) the date of actual delivery at the {{euaprov|Default Rate}}.
:::(Y) {{euaprov|Receiving Party}} must pay to {{euaprov|Delivering Party}} on the {{euaprov|Payment Date}} (determined under Part {{euaprov|(d)(ii)(2)}}(A)(X) above) interest on the number of {{euaprov|Allowances}} that were required to be delivered on the {{euaprov|Delivery Date}} (but which were not delivered on that date) multiplied by the specified {{euaprov|Allowance Price}}from the original {{euaprov|Delivery Date}} until the date of actual delivery at the {{euaprov|Default Rate}}.
::(B) '''{{euaprov|Failure to Comply Not Remedied}}''': If {{euaprov|Receiving Party}} fails to comply on or before the {{euaprov|Final Compliance Date}}, {{euaprov|Delivering Party}} may, by written notice to {{euaprov|Receiving Party}}, terminate the parties’ obligations under “{{euaprov|Physical Settlement}}” above and {{euaprov|Receiving Party}} shall pay to {{euaprov|Delivering Party}} an amount equal to {{euaprov|Delivering Party’s Replacement Cost}} (if a positive number) on the first succeeding {{euaprov|Business Day}}, adjusted to take into account any amount previously paid (which for the avoidance of doubt, shall not include any Premium paid by the Buyer in respect of an {{euaprov|Allowance Option Transaction}}) by {{euaprov|Receiving Party}} to {{euaprov|Delivering Party}} in respect of the relevant {{euaprov|EU Emissions Allowance Transaction}}. <br>
::(B) '''{{euaprov|Failure to Comply Not Remedied}}''': If {{euaprov|Receiving Party}} fails to comply by the {{euaprov|Final Compliance Date}}, {{euaprov|Delivering Party}} may, by written notice to {{euaprov|Receiving Party}}, terminate the parties’ obligations under “{{euaprov|Physical Settlement}}” above and {{euaprov|Receiving Party}} must pay to {{euaprov|Delivering Party}} {{euaprov|Delivering Party’s Replacement Cost}} (if a positive number) on the first succeeding {{euaprov|Business Day}}, adjusted to take into account any amount previously paid (which for the avoidance of doubt, shall not include any Premium paid by the Buyer for an {{euaprov|Allowance Option Transaction}}) by {{euaprov|Receiving Party}} to {{euaprov|Delivering Party}} for the relevant {{euaprov|EU Emissions Allowance Transaction}}. <br>
{{euaprov|(d)(ii)(3)}} '''{{euaprov|EEP Amount}}''': Subject to the paragraph below, if “{{euaprov|Excess Emissions Penalty}}” is specified to be applicable in the Annex to this Part [7] or the Confirmation for the relevant {{euaprov|EU Emissions Allowance Transaction}} and as a result of {{euaprov|Delivering Party}}’s failure to deliver the {{euaprov|Allowances to be Delivered}} (in whole or in part) on the {{euaprov|Delivery Date}} {{euaprov|Receiving Party}} becomes liable to pay any {{euaprov|EEP Amount}}, then {{euaprov|Receiving Party}} shall provide to {{euaprov|Delivering Party}}, upon its reasonable request, evidence to the reasonable satisfaction of {{euaprov|Delivering Party}}:
{{euaprov|(d)(ii)(3)}} '''{{euaprov|EEP Amount}}''': Subject to the paragraph below, if “{{euaprov|Excess Emissions Penalty}}” applies and because of {{euaprov|Delivering Party}}’s failure to deliver the {{euaprov|Allowances to be Delivered}} (in whole or in part) on the {{euaprov|Delivery Date}} {{euaprov|Receiving Party}} becomes liable to pay any {{euaprov|EEP Amount}}, then {{euaprov|Receiving Party}} shall provide to {{euaprov|Delivering Party}}, upon its reasonable request, evidence to the reasonable satisfaction of {{euaprov|Delivering Party}}:
:(A) that {{euaprov|Receiving Party}} has incurred an {{euaprov|EEP Amount}} consequent on Delivering Party’s failure to deliver the {{euaprov|Allowances to be Delivered}} (in whole or in part); and
:(A) that {{euaprov|Receiving Party}} has incurred an {{euaprov|EEP Amount}} consequent on Delivering Party’s failure to deliver the {{euaprov|Allowances to be Delivered}} (in whole or in part); and
:(B) the extent to which the requirement for {{euaprov|Receiving Party}} to pay any {{euaprov|EEP Amount}} results from Delivering Party’s failure to make such delivery; and
:(B) the extent to which the requirement for {{euaprov|Receiving Party}} to pay any {{euaprov|EEP Amount}} results from Delivering Party’s failure to make such delivery; and
:(C) that {{euaprov|Receiving Party}} could not have used Allowances to which it had title in any {{euaprov|Holding Account}}(s) in any {{euaprov|Registry}} in order to avoid or reduce its liability to pay any {{euaprov|EEP Amount}} which it claims from {{euaprov|Delivering Party}} as part of {{euaprov|Receiving Party’s Replacement Cost}}. <br>
:(C) that {{euaprov|Receiving Party}} could not have used Allowances to which it had title in any {{euaprov|Holding Account}}(s) in any {{euaprov|Registry}} in order to avoid or reduce its liability to pay any {{euaprov|EEP Amount}} which it claims from {{euaprov|Delivering Party}} as part of {{euaprov|Receiving Party’s Replacement Cost}}. <br>
{{euaprov|Delivering Party}}’s obligation to pay any {{euaprov|EEP Amount}} in accordance with “{{euaprov|Failure to Deliver}}” under Part [7] of the Schedule to this Agreement is subject to {{euaprov|Receiving Party}}’s overriding obligation to use its reasonable endeavours to avoid becoming liable for such {{euaprov|EEP Amount}} or, when liable, to mitigate the payment obligation in relation to such {{euaprov|EEP Amount}} and to allocate any such {{euaprov|EEP Amount}} pro rata between all counterparties of {{euaprov|Receiving Party}} that have failed to deliver Allowances to {{euaprov|Receiving Party}} provided, however, that where {{euaprov|Receiving Party}} confirms it has been unable to avoid becoming liable for any {{euaprov|EEP Amount}}, it shall be for {{euaprov|Delivering Party}} to show that it has been as a result of {{euaprov|Receiving Party}} failing to use its reasonable endeavours to do so. <br>  
{{euaprov|Delivering Party}}’s obligation to pay any {{euaprov|EEP Amount}} under “{{euaprov|Failure to Deliver}}” under this Annex is subject to {{euaprov|Receiving Party}}’s overriding obligation to use its reasonable endeavours to avoid becoming liable for such {{euaprov|EEP Amount}} or, when liable, to mitigate the payment obligation in relation to such {{euaprov|EEP Amount}} and to allocate any such {{euaprov|EEP Amount}} pro rata between all counterparties of {{euaprov|Receiving Party}} that have failed to deliver Allowances to {{euaprov|Receiving Party}} provided, however, that where {{euaprov|Receiving Party}} confirms it has been unable to avoid becoming liable for any {{euaprov|EEP Amount}}, it shall be for {{euaprov|Delivering Party}} to show that it has been because of {{euaprov|Receiving Party}} failing to use its reasonable endeavours to do so. <br>  
{{euaprov|(d)(iii)}} '''{{euaprov|Partial Settlement}}''' <br>
{{euaprov|(d)(iii)}} '''{{euaprov|Partial Settlement}}''' <br>
If, on the {{euaprov|Delivery Date}}, {{euaprov|Delivering Party}} delivers to {{euaprov|Receiving Party}} fewer {{euaprov|Allowances}} than the {{euaprov|Allowances to be Delivered}} (such shortfall the “'''{{euaprov|Allowance Shortfall}}'''”), {{euaprov|Receiving Party}}’s obligation to pay pursuant to {{euaprov|Physical Settlement}} above shall be reduced by an amount equal to the {{euaprov|Allowance Shortfall}} multiplied by either the {{euaprov|Allowance Purchase Price}} (in respect of an {{euaprov|Allowance Forward Transaction}}) or the {{euaprov|Allowance Strike Price}} (in respect of an {{euaprov|Allowance Option Transaction}}), and the provisions of “{{euaprov|Failure to Deliver}}” above will apply in respect of the {{euaprov|Allowance Shortfall}} (with references to {{euaprov|Number of Allowances}} (in the case of an {{euaprov|Allowance Forward Transaction}}) and {{euaprov|Allowances to be Delivered}} (in the case of an {{euaprov|Allowance Option Transaction}}) being read as references to the {{euaprov|Allowance Shortfall}}). <br>
If, on the {{euaprov|Delivery Date}}, {{euaprov|Delivering Party}} delivers to {{euaprov|Receiving Party}} fewer {{euaprov|Allowances}} than the {{euaprov|Allowances to be Delivered}} (such shortfall the “'''{{euaprov|Allowance Shortfall}}'''”), {{euaprov|Receiving Party}}’s obligation to pay under {{euaprov|Physical Settlement}} above shall be reduced by the {{euaprov|Allowance Shortfall}} multiplied by either the {{euaprov|Allowance Purchase Price}} (for an {{euaprov|Allowance Forward Transaction}}) or the {{euaprov|Allowance Strike Price}} (for an {{euaprov|Allowance Option Transaction}}), and “{{euaprov|Failure to Deliver}}” above will apply for the {{euaprov|Allowance Shortfall}} (with references to {{euaprov|Number of Allowances}} (in the case of an {{euaprov|Allowance Forward Transaction}}) and {{euaprov|Allowances to be Delivered}} (in the case of an {{euaprov|Allowance Option Transaction}}) being read as references to the {{euaprov|Allowance Shortfall}}). <br>
{{euaprov|(d)(iv)}} '''{{euaprov|Abandonment of Scheme}}'''<br>
{{euaprov|(d)(iv)}} '''{{euaprov|Abandonment of Scheme}}'''<br>
(1) If before the {{euaprov|Delivery Date}} the Scheme is, as a result of official written public pronouncement by the European Community, no longer scheduled to proceed or is to be discontinued, either party may, by written notice to the other party, terminate the relevant {{euaprov|EU Emissions Allowance Transaction}}, in which case neither party shall have any further delivery or payment obligations under or in respect of that {{euaprov|EU Emissions Allowance Transaction}} (other than in respect of any payment due by one party in connection with delivery obligations already performed by the other party) and, [[for the avoidance of doubt]], a payment shall not be due under Section {{isdaprov|6(e)}} of the {{isdaprov|Agreement}} or otherwise in respect of such termination. <br>
(1) If before the {{euaprov|Delivery Date}} the Scheme is, because of official written public pronouncement by the European Community, no longer scheduled to proceed or is to be discontinued, either party may, by written notice to the other party, terminate the relevant {{euaprov|EU Emissions Allowance Transaction}}, in which case neither party shall have any further delivery or payment obligations under or for that {{euaprov|EU Emissions Allowance Transaction}} (other than for any payment due by one party in connection with delivery obligations already performed by the other party) and, [[for the avoidance of doubt]], a payment shall not be due under Section {{isdaprov|6(e)}} of the {{isdaprov|Agreement}} or otherwise for such termination. <br>
(2) In the event of a termination in accordance with sub-clause (1) {{euaprov|Delivering Party}} shall promptly refund to {{euaprov|Receiving Party}} any amount that may have been paid by {{euaprov|Receiving Party}} in respect of the {{euaprov|EU Emissions Allowance Transaction}} that is an {{euaprov|Allowance Forward Transaction}} or a {{euaprov|Call}} and {{euaprov|Receiving Party}} shall promptly refund to {{euaprov|Delivering Party}} any amount that may have been paid by {{euaprov|Delivering Party}} in respect of an {{euaprov|EU Emissions Allowance Transaction}} which is a {{euaprov|Put}} together with interest on that amount in the same currency as that amount for the period from (and including) the date that amount was paid to (but excluding) the date of termination of the {{euaprov|EU Emissions Allowance Transaction}} in accordance with sub-clause (1), at the rate certified by the party required to refund the amount to be a rate offered to such party by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by that party for purposes of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in the relevant market. <br>
(2) If there is a termination under sub-clause (1) {{euaprov|Delivering Party}} must promptly refund to {{euaprov|Receiving Party}} any amount that may have been paid by {{euaprov|Receiving Party}} for the {{euaprov|EU Emissions Allowance Transaction}} that is an {{euaprov|Allowance Forward Transaction}} or a {{euaprov|Call}} and {{euaprov|Receiving Party}} must promptly refund to {{euaprov|Delivering Party}} any amount that may have been paid by {{euaprov|Delivering Party}} for an {{euaprov|EU Emissions Allowance Transaction}} which is a {{euaprov|Put}} together with interest on that amount in the same currency as that amount from the date that amount was paid until the date of termination of the {{euaprov|EU Emissions Allowance Transaction}} under sub-clause (1), at the rate certified by the party required to refund the amount to be a rate offered to such party by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by that party for purposes of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in the relevant market. <br>
{{euaprov|(d)(v)}} '''{{euaprov|Invoicing}}'''<br>
{{euaprov|(d)(v)}} '''{{euaprov|Invoicing}}'''<br>


On or after the {{euaprov|Delivery Date}}, {{euaprov|Delivering Party}} shall send to {{euaprov|Receiving Party}} a valid VAT invoice (applicable in the jurisdiction of supply) setting forth the number of {{euaprov|Allowances}} delivered, or that would have been delivered but for the provisions of Part{{euaprov|(d)(i)(3)}}(''{{euaprov|Netting}}''), above, and the {{euaprov|Allowance Purchase Price}}(s) or {{euaprov|Allowance Strike Price}}(s), as applicable, stating the total amount payable by {{euaprov|Receiving Party}} and stating the amount of VAT, if any, properly chargeable thereon (a “'''{{euaprov|VAT Invoice}}'''”). <br>
On or after the {{euaprov|Delivery Date}}, {{euaprov|Delivering Party}} shall send to {{euaprov|Receiving Party}} a valid VAT invoice (applicable in the jurisdiction of supply) setting forth the number of {{euaprov|Allowances}} delivered, or that would have been delivered but for Part{{euaprov|(d)(i)(3)}}(''{{euaprov|Netting}}''), above, and the {{euaprov|Allowance Purchase Price}}(s) or {{euaprov|Allowance Strike Price}}(s), as applicable, stating the total amount payable by {{euaprov|Receiving Party}} and stating the amount of VAT, if any, properly chargeable thereon (a “'''{{euaprov|VAT Invoice}}'''”). <br>
{{euaprov|(d)(vi)}} '''{{euaprov|Requirements under the Scheme}}'''<br>
{{euaprov|(d)(vi)}} '''{{euaprov|Requirements under the Scheme}}'''<br>


Each party agrees with the other that, so long as either party has or may have any obligation under an {{euaprov|EU Emissions Allowance Transaction}}, it shall:
Each party agrees with the other that, so long as either party has or may have any obligation under an {{euaprov|EU Emissions Allowance Transaction}}, it shall:
:(1) ensure that on a {{euaprov|Delivery Date}} or {{euaprov|Delayed Delivery Date}} ([[as the case may be]]) it has one or more {{euaprov|Holding Account}}s validly registered in accordance with the {{euaprov|Registries Regulation}} and where it has one or more {{euaprov|Specified Holding Account}}s, ensure that on a {{euaprov|Delivery Date}} or {{euaprov|Delayed Delivery Date}} ([[as the case may be]]) it has all such {{euaprov|Specified Holding Account}}s validly registered in accordance with the {{euaprov|Registries Regulation}} ;
:(1) ensure that on a {{euaprov|Delivery Date}} or {{euaprov|Delayed Delivery Date}} ([[as the case may be]]) it has any {{euaprov|Holding Account}}s validly registered under the {{euaprov|Registries Regulation}} and where it has any {{euaprov|Specified Holding Account}}s, ensure that on a {{euaprov|Delivery Date}} or {{euaprov|Delayed Delivery Date}} ([[as the case may be]]) it has all such {{euaprov|Specified Holding Account}}s validly registered under the {{euaprov|Registries Regulation}} ;
:(2) where it is {{euaprov|Delivering Party}}, ensure that each {{euaprov|Specified Holding Account}} of {{euaprov|Receiving Party}} is nominated as a “trusted account” in its “trusted account list” for each of its {{euaprov|Specified Holding Account}}s (or other {{euaprov|Holding Account}}s, as applicable) for the purposes of the {{euaprov|Registries Regulation}}; and  
:(2) where it is {{euaprov|Delivering Party}}, ensure that each {{euaprov|Specified Holding Account}} of {{euaprov|Receiving Party}} is nominated as a “trusted account” in its “trusted account list” for each of its {{euaprov|Specified Holding Account}}s (or other {{euaprov|Holding Account}}s, as applicable) for the purposes of the {{euaprov|Registries Regulation}}; and  
:(3) conduct its affairs so as not to give any {{euaprov|Relevant Authority}} cause to block, suspend, refuse, reject or cancel the transfer (whether in whole or in part) of Allowances requested to be made pursuant to any {{euaprov|EU Emissions Allowance Transaction}}. <br>  
:(3) conduct its affairs so as not to give any {{euaprov|Relevant Authority}} cause to block, suspend, refuse, reject or cancel the transfer (whether in whole or in part) of Allowances requested to be made under any {{euaprov|EU Emissions Allowance Transaction}}. <br>  
{{euaprov|(d)(vii)}} '''{{euaprov|No Encumbrances}}'''<br>
{{euaprov|(d)(vii)}} '''{{euaprov|No Encumbrances}}'''<br>


In respect of each delivery of {{euaprov|Allowances}}, {{euaprov|Delivering Party}} shall deliver {{euaprov|Allowances}}, free and clear of all [[Lien|liens]], [[Security interest|security interests]], claims and [[Encumbrance|encumbrances]] or any interest in or to them by any person (the “'''{{euaprov|No Encumbrance Obligation}}'''”).  
for each delivery of {{euaprov|Allowances}}, {{euaprov|Delivering Party}} must deliver {{euaprov|Allowances}}, free and clear of all [[Lien|liens]], [[Security interest|security interests]], claims and [[Encumbrance|encumbrances]] or any interest in or to them by any person (the “'''{{euaprov|No Encumbrance Obligation}}'''”).  
Where a party is in breach of the {{euaprov|No Encumbrance Obligation}}, the following shall apply:
Where a party is in breach of the {{euaprov|No Encumbrance Obligation}}, the following shall apply:
:(1) This {{isdaprov|Agreement}} and all other {{euaprov|Transactions}} agreed by the parties under this {{isdaprov|Agreement}} shall continue unaffected.  
:(1) This {{isdaprov|Agreement}} and all other {{euaprov|Transactions}} agreed by the parties under this {{isdaprov|Agreement}} shall continue unaffected.  
Line 90: Line 90:
::(B) shall notify {{euaprov|Delivering Party}} of such {{euaprov|Encumbrance Loss Amount}} due, including detailed support for its calculation.  
::(B) shall notify {{euaprov|Delivering Party}} of such {{euaprov|Encumbrance Loss Amount}} due, including detailed support for its calculation.  
{{euaprov|Receiving Party}} is not required to enter into replacement transactions in order to determine the {{euaprov|Encumbrance Loss Amount}}.  
{{euaprov|Receiving Party}} is not required to enter into replacement transactions in order to determine the {{euaprov|Encumbrance Loss Amount}}.  
:(3) By no later than the third (3rd) Business Day after the later of (i) receipt of a valid invoice in connection with such {{euaprov|Encumbrance Loss Amount}} and (ii) receipt of the above-mentioned notice including detailed support of {{euaprov|Receiving Party}}’s calculation of the {{euaprov|Encumbrance Loss Amount}}, {{euaprov|Delivering Party}} shall pay the {{euaprov|Encumbrance Loss Amount}} to {{euaprov|Receiving Party}}, which amount shall bear interest at the {{euaprov|Default Rate}}. Upon payment of the {{euaprov|Encumbrance Loss Amount}} by {{euaprov|Delivering Party}}, the parties shall have no further obligations in respect of that {{euaprov|EU Emissions Allowance Transaction}} and that breach. {{euaprov|Receiving Party}} acknowledges that its exclusive remedies in respect of such breach are those set out in this Part(d)(vii)(No Encumbrances).
:(3) By no later than the third (3rd) Business Day after the later of (i) receipt of a valid invoice in connection with such {{euaprov|Encumbrance Loss Amount}} and (ii) receipt of the above-mentioned notice including detailed support of {{euaprov|Receiving Party}}’s calculation of the {{euaprov|Encumbrance Loss Amount}}, {{euaprov|Delivering Party}} must pay the {{euaprov|Encumbrance Loss Amount}} to {{euaprov|Receiving Party}}, which amount shall bear interest at the {{euaprov|Default Rate}}. Upon payment of the {{euaprov|Encumbrance Loss Amount}} by {{euaprov|Delivering Party}}, the parties shall have no further obligations for that {{euaprov|EU Emissions Allowance Transaction}} and that breach. {{euaprov|Receiving Party}} acknowledges that its exclusive remedies for such breach are those set out in this Annex(d)(vii)(No Encumbrances).
:(4) Where a breach of the {{euaprov|No Encumbrances Obligation}} is caused by the transfer of an {{euaprov|Affected Allowance}}, {{euaprov|Delivering Party}} shall be liable for the {{euaprov|Encumbrance Loss Amount}} if, at the date it first acquired, received or purchased such {{euaprov|Affected Allowance}}, it was not acting [[in good faith]]; otherwise, {{euaprov|Delivering Party}} shall only be liable for the {{euaprov|Encumbrance Loss Amount}} (without prejudice to any other defences available to {{euaprov|Delivering Party}} [[including, but not limited to]], any defences of statutes of limitation or similar), if:  
:(4) Where a breach of the {{euaprov|No Encumbrances Obligation}} is caused by the transfer of an {{euaprov|Affected Allowance}}, {{euaprov|Delivering Party}} shall be liable for the {{euaprov|Encumbrance Loss Amount}} if, at the date it first acquired, received or purchased such {{euaprov|Affected Allowance}}, it was not acting [[in good faith]]; otherwise, {{euaprov|Delivering Party}} shall only be liable for the {{euaprov|Encumbrance Loss Amount}} (without prejudice to any other defences available to {{euaprov|Delivering Party}} [[including, but not limited to]], any defences of statutes of limitation or similar), if:  
::(A) {{euaprov|Receiving Party}}, whether or not the holder of such {{euaprov|Affected Allowance}}, who is subject to a claim of the {{euaprov|Original Affected Party}}, has, in order to resist or avoid any {{euaprov|Encumbrance Loss Amount}} from arising, used its best endeavours to defend such a claim in respect of that {{euaprov|Affected Allowance}} (including, if available, by relying on Article 40 of the {{euaprov|Registries Regulation}} or any equivalent legal principle under applicable national law) and was unsuccessful (other than for reasons of its own lack of good faith); or  
::(A) {{euaprov|Receiving Party}}, whether or not the holder of such {{euaprov|Affected Allowance}}, who is subject to a claim of the {{euaprov|Original Affected Party}}, has, in order to resist or avoid any {{euaprov|Encumbrance Loss Amount}} from arising, used its best endeavours to defend such a claim for that {{euaprov|Affected Allowance}} (including, if available, by relying on Article 40 of the {{euaprov|Registries Regulation}} or any equivalent legal principle under applicable national law) and was unsuccessful (other than for reasons of its own lack of good faith); or  
::(B) {{euaprov|Receiving Party}}, whether or not the holder of such {{euaprov|Affected Allowance}}, who acted in good faith in respect of its purchase of such {{euaprov|Affected Allowance}} and who is subject to a claim of a third party (other than the {{euaprov|Original Affected Party}}) in respect of that {{euaprov|Affected Allowance}}, has used all reasonable endeavours to mitigate the {{euaprov|Encumbrance Loss Amount}}. <br>  
::(B) {{euaprov|Receiving Party}}, whether or not the holder of such {{euaprov|Affected Allowance}}, who acted in good faith for its purchase of such {{euaprov|Affected Allowance}} and who is subject to a claim of a third party (other than the {{euaprov|Original Affected Party}}) for that {{euaprov|Affected Allowance}}, has used all reasonable endeavours to mitigate the {{euaprov|Encumbrance Loss Amount}}. <br>  
{{euaprov|(d)(viii)}} '''{{euaprov|Value Added Taxes}}'''<br>
{{euaprov|(d)(viii)}} '''{{euaprov|Value Added Taxes}}'''<br>
:(1) All amounts referred to in this Part or in a {{euaprov|Confirmation}} for an {{euaprov|EU Emissions Allowance Transaction}} are exclusive of any applicable {{euaprov|Value Added Taxes}} (“'''{{euaprov|VAT}}'''”) which are or may become chargeable in respect of the supply or supplies for which such sums form the whole or part of the consideration for {{euaprov|VAT}} purposes, and any such {{euaprov|VAT}} shall be payable in addition to any such other consideration in accordance with the provisions set out below.
:(1) All amounts referred to in this Annex or in a {{euaprov|Confirmation}} for an {{euaprov|EU Emissions Allowance Transaction}} are exclusive of any applicable {{euaprov|Value Added Taxes}} (“'''{{euaprov|VAT}}'''”) which are or may become chargeable for the supply or supplies for which such sums form the whole or part of the consideration for {{euaprov|VAT}} purposes, and any such {{euaprov|VAT}} shall be payable in addition to any such other consideration under the provisions set out below.
:(2) {{euaprov|Receiving Party}} shall either (A) subject to receipt of an appropriate {{euaprov|VAT Invoice}} in respect of such supply or supplies stating inter alia the amount of VAT properly chargeable thereon (the “{{euaprov|VAT Amount}}”), pay to {{euaprov|Delivering Party}} a sum equal to the {{euaprov|VAT Amount}} on the Payment Date; or (B) where, under the provisions of the applicable {{euaprov|VAT}} legislation, {{euaprov|Receiving Party}} is required to self-assess and account for any {{euaprov|VAT}} chargeable in respect of such supply, account for such {{euaprov|VAT}}.
:(2) {{euaprov|Receiving Party}} shall either (A) subject to receipt of an appropriate {{euaprov|VAT Invoice}} for such supply or supplies stating inter alia the amount of VAT properly chargeable thereon (the “{{euaprov|VAT Amount}}”), pay to {{euaprov|Delivering Party}} a sum equal to the {{euaprov|VAT Amount}} on the Payment Date; or (B) where, under the applicable {{euaprov|VAT}} legislation, {{euaprov|Receiving Party}} is required to self-assess and account for any {{euaprov|VAT}} chargeable for such supply, account for such {{euaprov|VAT}}.
:(3) On each date on which an {{euaprov|EU Emissions Allowance Transaction}} is entered into, {{euaprov|Receiving Party}} represents to {{euaprov|Delivering Party}} that:
:(3) On each date on which an {{euaprov|EU Emissions Allowance Transaction}} is entered into, {{euaprov|Receiving Party}} represents to {{euaprov|Delivering Party}} that:
::(A) for {{euaprov|VAT}} purposes, {{euaprov|Receiving Party}} receives the services supplied pursuant to the {{euaprov|EU Emissions Allowance Transaction}} in connection with an establishment of {{euaprov|Receiving Party}} in that party’s {{euaprov|VAT Jurisdiction}}; and
::(A) for {{euaprov|VAT}} purposes, {{euaprov|Receiving Party}} receives the services supplied under the {{euaprov|EU Emissions Allowance Transaction}} in connection with an establishment of {{euaprov|Receiving Party}} in that party’s {{euaprov|VAT Jurisdiction}}; and
::(B) it is a taxable person for the purposes of Article 9 of the European Community Directive 2006/112/EC and receives such supply for the purposes of a business carried on by it.
::(B) it is a taxable person for the purposes of Article 9 of the European Community Directive 2006/112/EC and receives such supply for the purposes of a business carried on by it.
:(4) Subject to each party’s obligations relating to {{euaprov|VAT}}, each party shall cause all royalties, {{isdaprov|Taxes}}, duties, and other sums (including any environmental tax or levy) legally payable by that party arising in connection with an {{euaprov|EU Emissions Allowance Transaction}} to be paid, and shall reimburse the other party to the extent that party is required to pay any such royalties, {{isdaprov|Taxes}}, duties or other sums for which the first party is primarily liable. <br>  
:(4) Subject to each party’s obligations relating to {{euaprov|VAT}}, each party shall cause all royalties, {{isdaprov|Taxes}}, duties, and other sums (including any environmental tax or levy) legally payable by that party arising in connection with an {{euaprov|EU Emissions Allowance Transaction}} to be paid, and shall reimburse the other party to the extent that party is required to pay any such royalties, {{isdaprov|Taxes}}, duties or other sums for which the first party is primarily liable. <br>  
{{euaprov|(d)(ix)}} '''{{euaprov|No Consequential Loss}}''' <br>
{{euaprov|(d)(ix)}} '''{{euaprov|No Consequential Loss}}''' <br>
Except to the extent included in any amount payable under Section {{isdaprov|6(e)}} of the {{isdaprov|Agreement}}, any payment in respect of {{euaprov|Receiving Party’s Replacement Cost}} or {{euaprov|Delivering Party’s Replacement Cost}}, or any payment in respect of {{euaprov|Encumbrance Loss Amount}}, neither party is liable to the other, whether in contract, tort (including [[negligence]] and breach of duty) or otherwise, for any business interruption or loss of use, profits, contracts, production or revenue or for any [[Consequential loss|consequential]] or [[indirect loss]] or [[Damages|damage]] of any kind however arising. <br>  
Except to the extent included in any amount payable under Section {{isdaprov|6(e)}} of the {{isdaprov|Agreement}}, any payment for {{euaprov|Receiving Party’s Replacement Cost}} or {{euaprov|Delivering Party’s Replacement Cost}}, or any payment for {{euaprov|Encumbrance Loss Amount}}, neither party is liable to the other, whether in contract, tort (including [[negligence]] and breach of duty) or otherwise, for any business interruption or loss of use, profits, contracts, production or revenue or for any [[Consequential loss|consequential]] or [[indirect loss]] or [[Damages|damage]] of any kind however arising. <br>  
{{euaprov|(d)(x)}} '''{{euaprov|Other Fees and Expenses}}'''<br>
{{euaprov|(d)(x)}} '''{{euaprov|Other Fees and Expenses}}'''<br>


All costs, fees and charges assessed or imposed by a {{euaprov|Relevant Authority}} in connection with the transfer of {{euaprov|Allowances}} pursuant to an {{euaprov|EU Emissions Allowance Transaction}} shall be the responsibility of the party upon whom such costs, fees and/or charges are allocated by the {{euaprov|Relevant Authority}}. <br>  
All costs, fees and charges assessed or imposed by a {{euaprov|Relevant Authority}} in connection with the transfer of {{euaprov|Allowances}} under an {{euaprov|EU Emissions Allowance Transaction}} shall be the responsibility of the party upon whom such costs, fees or charges are allocated by the {{euaprov|Relevant Authority}}. <br>  
{{euaprov|(d)(xi)}} '''{{euaprov|Failure to Deliver (Alternative Method) - EEP Applicable}}'''<br>
{{euaprov|(d)(xi)}} '''{{euaprov|Failure to Deliver (Alternative Method) - EEP Applicable}}'''<br>


If “{{euaprov|Failure to Deliver (Alternative Method)}}” and “{{euaprov|EEP}}” are specified to be applicable in the Annex to this Part or the {{euaprov|Confirmation}} for the relevant {{euaprov|EU Emissions Allowance Transaction}}, then, with regard to that {{euaprov|EU Emissions Allowance Transaction}}, in the event that {{euaprov|Receiving Party}} incurs an {{euaprov|Excess Emissions Penalty}} directly caused by {{euaprov|Delivering Party}}’s failure to deliver the {{euaprov|Allowances to be Delivered}} on a {{euaprov|Delivery Date}} falling within the {{euaprov|EEP Risk Period}} other than as a result of the failure of {{euaprov|Receiving Party}} to comply with the {{euaprov|Requirements under the Scheme}} as specified above, the existence of an {{isdaprov|Illegality}}, the existence of a {{euaprov|Settlement Disruption Event}} or the existence of a {{euaprov|Suspension Event}} (the “'''{{euaprov|EEP Non-delivery}}'''” and the amount of such {{euaprov|Excess Emissions Penalty}} so caused, the “'''{{euaprov|Indemnifiable EEP}}'''”), then {{euaprov|Delivering Party}} shall pay to {{euaprov|Receiving Party}}, in addition to the {{euaprov|Receiving Party’s Replacement Cost}} (if any), an amount equal to the amount of the {{euaprov|Indemnifiable EEP}} paid by {{euaprov|Receiving Party}} (the “{{euaprov|EEP Payment}}”), provided that such {{euaprov|EEP Payment}} shall not exceed the product of the {{euaprov|RPRC Shortfall}} for that {{euaprov|EU Emissions Allowance Transaction}} and the maximum per Allowance rate of {{euaprov|Excess Emissions Penalty}} applicable at the relevant time.
If “{{euaprov|Failure to Deliver (Alternative Method)}}” and “{{euaprov|EEP}}” are specified to be applicable in the Annex to this Annex or the {{euaprov|Confirmation}} for the relevant {{euaprov|EU Emissions Allowance Transaction}}, then, with regard to that {{euaprov|EU Emissions Allowance Transaction}}, if {{euaprov|Receiving Party}} incurs an {{euaprov|Excess Emissions Penalty}} directly caused by {{euaprov|Delivering Party}}’s failure to deliver the {{euaprov|Allowances to be Delivered}} on a {{euaprov|Delivery Date}} falling within the {{euaprov|EEP Risk Period}} other than because of the failure of {{euaprov|Receiving Party}} to comply with the {{euaprov|Requirements under the Scheme}} as specified above, the existence of an {{isdaprov|Illegality}}, the existence of a {{euaprov|Settlement Disruption Event}} or the existence of a {{euaprov|Suspension Event}} (the “'''{{euaprov|EEP Non-delivery}}'''” and the amount of such {{euaprov|Excess Emissions Penalty}} so caused, the “'''{{euaprov|Indemnifiable EEP}}'''”), then {{euaprov|Delivering Party}} must pay to {{euaprov|Receiving Party}}, in addition to the {{euaprov|Receiving Party’s Replacement Cost}} (if any), the amount of the {{euaprov|Indemnifiable EEP}} paid by {{euaprov|Receiving Party}} (the “{{euaprov|EEP Payment}}”), provided that such {{euaprov|EEP Payment}} shall not exceed the product of the {{euaprov|RPRC Shortfall}} for that {{euaprov|EU Emissions Allowance Transaction}} and the maximum per Allowance rate of {{euaprov|Excess Emissions Penalty}} applicable at the relevant time.


{{euaprov|Delivering Party}}’s obligation to pay the {{euaprov|EEP Payment}} in respect of the {{euaprov|EEP Non-delivery}} shall be conditional upon {{euaprov|Receiving Party}} demonstrating to the reasonable satisfaction of {{euaprov|Delivering Party}}:
{{euaprov|Delivering Party}}’s obligation to pay the {{euaprov|EEP Payment}} for the {{euaprov|EEP Non-delivery}} shall be conditional upon {{euaprov|Receiving Party}} demonstrating to the reasonable satisfaction of {{euaprov|Delivering Party}}:
:(a) that {{euaprov|Receiving Party}} has incurred and paid the {{euaprov|EEP Payment}} consequent on a shortfall of Allowances as at the {{euaprov|Reconciliation Deadline}} immediately succeeding the {{euaprov|Delivery Date}} (the “'''{{euaprov|Deadline Shortfall}}'''”);
:(a) that {{euaprov|Receiving Party}} has incurred and paid the {{euaprov|EEP Payment}} consequent on a shortfall of Allowances as at the {{euaprov|Reconciliation Deadline}} immediately succeeding the {{euaprov|Delivery Date}} (the “'''{{euaprov|Deadline Shortfall}}'''”);
:(b) the extent to which {{euaprov|Receiving Party}}’s liability to make the {{euaprov|EEP Payment}} resulted from Delivering Party’s {{euaprov|EEP Non-delivery}};
:(b) the extent to which {{euaprov|Receiving Party}}’s liability to make the {{euaprov|EEP Payment}} resulted from Delivering Party’s {{euaprov|EEP Non-delivery}};
:(c) the extent to which {{euaprov|Receiving Party}}’s liability to make the {{euaprov|EEP Payment}} would have been incurred notwithstanding Delivering Party’s {{euaprov|EEP Non-delivery}}; and
:(c) the extent to which {{euaprov|Receiving Party}}’s liability to make the {{euaprov|EEP Payment}} would have been incurred notwithstanding Delivering Party’s {{euaprov|EEP Non-delivery}}; and
:(d) the extent to which {{euaprov|Receiving Party}}’s liability to make the {{euaprov|EEP Payment}} arose due to any third party’s failure(s) to deliver any Allowance to be Delivered to {{euaprov|Receiving Party}} in accordance with the terms of any agreements between {{euaprov|Receiving Party}} and such third party.
:(d) the extent to which {{euaprov|Receiving Party}}’s liability to make the {{euaprov|EEP Payment}} arose due to any third party’s failure(s) to deliver any Allowance to be Delivered to {{euaprov|Receiving Party}} under the terms of any agreements between {{euaprov|Receiving Party}} and such third party.


Receiving Party agrees to provide all other information to {{euaprov|Delivering Party}} in order for {{euaprov|Delivering Party}} to make a commercially reasonable assessment of the extent to which the {{euaprov|Deadline Shortfall}} was directly caused by its {{euaprov|EEP Non-delivery}}.
Receiving Party agrees to provide all other information to {{euaprov|Delivering Party}} in order for {{euaprov|Delivering Party}} to make a commercially reasonable assessment of the extent to which the {{euaprov|Deadline Shortfall}} was directly caused by its {{euaprov|EEP Non-delivery}}.


In the event that the {{euaprov|Deadline Shortfall}} is directly caused by the failure of a number of parties (including {{euaprov|Delivering Party}} and {{euaprov|Receiving Party}}), then {{euaprov|Delivering Party}}’s liability shall be to pay the {{euaprov|EEP Payment}} in respect of its proportionate share of the {{euaprov|Deadline Shortfall}} as determined by the parties in a commercially reasonable manner. In no circumstances shall {{euaprov|Receiving Party}} seek to claim an {{euaprov|EEP Payment}} from {{euaprov|Delivering Party}} such that when aggregated with all the other claims made by {{euaprov|Receiving Party}} to other parties in respect of its liability to make the {{euaprov|EEP Payment}} and the liability caused by {{euaprov|Receiving Party}}’s own action or inaction, it is more than {{euaprov|Receiving Party}}’s liability to make the {{euaprov|EEP Payment}}.
If the {{euaprov|Deadline Shortfall}} is directly caused by the failure of a number of parties (including {{euaprov|Delivering Party}} and {{euaprov|Receiving Party}}), then {{euaprov|Delivering Party}}’s liability shall be to pay the {{euaprov|EEP Payment}} for its proportionate share of the {{euaprov|Deadline Shortfall}} as determined by the parties in a commercially reasonable manner. In no circumstances shall {{euaprov|Receiving Party}} seek to claim an {{euaprov|EEP Payment}} from {{euaprov|Delivering Party}} such that when aggregated with all the other claims made by {{euaprov|Receiving Party}} to other parties for its liability to make the {{euaprov|EEP Payment}} and the liability caused by {{euaprov|Receiving Party}}’s own action or inaction, it is more than {{euaprov|Receiving Party}}’s liability to make the {{euaprov|EEP Payment}}.


If {{euaprov|Delivering Party}} disputes in good faith the amount of the {{euaprov|EEP Payment}} claimed by {{euaprov|Receiving Party}}, {{euaprov|Delivering Party}} shall so notify {{euaprov|Receiving Party}} stating the reasons for the dispute and the obligation to pay the {{euaprov|EEP Payment}} shall be suspended until such dispute is resolved. The parties shall seek to settle the dispute regarding the {{euaprov|EEP Payment}} as soon as reasonably possible.
If {{euaprov|Delivering Party}} disputes in good faith the amount of the {{euaprov|EEP Payment}} claimed by {{euaprov|Receiving Party}}, {{euaprov|Delivering Party}} shall so notify {{euaprov|Receiving Party}} stating the reasons for the dispute and the obligation to pay the {{euaprov|EEP Payment}} shall be suspended until such dispute is resolved. The parties shall seek to settle the dispute regarding the {{euaprov|EEP Payment}} as soon as reasonably possible.


Once the amount of the {{euaprov|EEP Payment}} is agreed or any dispute in relation thereto resolved, {{euaprov|Delivering Party}} shall pay such determined {{euaprov|EEP Payment}} to {{euaprov|Receiving Party}} within two (2) Business Days against {{euaprov|Receiving Party}}’s {{euaprov|VAT Invoice}} in respect thereof. <br>  
Once the amount of the {{euaprov|EEP Payment}} is agreed or any dispute in relation thereto resolved, {{euaprov|Delivering Party}} must pay such determined {{euaprov|EEP Payment}} to {{euaprov|Receiving Party}} within two (2) Business Days against {{euaprov|Receiving Party}}’s {{euaprov|VAT Invoice}} in respect thereof. <br>  
{{euaprov|(d)(xii)}} '''{{euaprov|Specified Holding Accounts and Modifications of Party’s Specified Holding Accounts}}'''<br>
{{euaprov|(d)(xii)}} '''{{euaprov|Specified Holding Accounts and Modifications of Party’s Specified Holding Accounts}}'''<br>


Each party agrees with the other, so long as either party has or may have any obligation under an {{euaprov|EU Emissions Allowance Transaction}}, as follows:
Each party agrees with the other, so long as either party has or may have any obligation under an {{euaprov|EU Emissions Allowance Transaction}}, as follows:
:(1) In respect of {{euaprov|Receiving Party}}:
:(1) for {{euaprov|Receiving Party}}:
::(A) {{euaprov|Receiving Party}} shall ensure that one or more of such {{euaprov|Holding Account}}s registered in accordance with Part {{euaprov|(d)(vi)}}(''{{euaprov|Requirements under the Scheme}}'') above are specified in the Annex to this Part or in the relevant {{isdaprov|Confirmation}}; and
::(A) {{euaprov|Receiving Party}} shall ensure that any of such {{euaprov|Holding Account}}s registered under Part {{euaprov|(d)(vi)}}(''{{euaprov|Requirements under the Scheme}}'') above are specified in the Annex to this Annex or in the relevant {{isdaprov|Confirmation}}; and
::(B) {{euaprov|Receiving Party}} may from time to time (a) amend the order in which its {{euaprov|Specified Holding Account}}s are listed, (b) add a new {{euaprov|Specified Holding Account}} as the last on the list of {{euaprov|Specified Holding Account}}s, [[and/or]] (c) remove a {{euaprov|Specified Holding Account}} from those listed, in each case in respect of an {{euaprov|EU Emissions Allowance Transaction}}, provided that it notifies {{euaprov|Delivering Party}} in writing of such amendment, addition and/or removal (including the provision of the relevant account details) no less than thirty (30) calendar days prior to the next {{euaprov|Delivery Date}} under that {{euaprov|EU Emissions Allowance Transaction}}, and provided further that in the case of (a) and / or (c), {{euaprov|Delivering Party}} notifies {{euaprov|Receiving Party}} in writing that it consents to such changes within five (5) {{euaprov|Delivery Business Day}}s of receiving such notice from {{euaprov|Receiving Party}};  
::(B) {{euaprov|Receiving Party}} may from time to time (a) amend the order in which its {{euaprov|Specified Holding Account}}s are listed, (b) add a new {{euaprov|Specified Holding Account}} as the last on the list of {{euaprov|Specified Holding Account}}s, or (c) remove a {{euaprov|Specified Holding Account}} from those listed, in each case for an {{euaprov|EU Emissions Allowance Transaction}}, provided that it notifies {{euaprov|Delivering Party}} in writing of such amendment, addition or removal (including the provision of the relevant account details) no less than thirty (30) calendar days prior to the next {{euaprov|Delivery Date}} under that {{euaprov|EU Emissions Allowance Transaction}}, and provided further that in the case of (a) and / or (c), {{euaprov|Delivering Party}} notifies {{euaprov|Receiving Party}} in writing that it consents to such changes within five (5) {{euaprov|Delivery Business Day}}s of receiving such notice from {{euaprov|Receiving Party}};  
:(2) In respect of {{euaprov|Delivering Party}}:  
:(2) for {{euaprov|Delivering Party}}:  
::(A) {{euaprov|Delivering Party}} may specify one or more of such {{euaprov|Holding Account}}s registered in accordance with Part 7 (d)(vi)(Requirements under the Scheme) above in the Annex to this Part or in the relevant Confirmation; and
::(A) {{euaprov|Delivering Party}} may specify any of such {{euaprov|Holding Account}}s registered under Part 7 (d)(vi)(Requirements under the Scheme) above in the Annex to this Annex or in the relevant Confirmation; and
::(B) {{euaprov|Delivering Party}} may from time to time, add a new {{euaprov|Holding Account}} or an additional {{euaprov|Holding Account}} to those listed in the Annex to this Part or in the relevant Confirmation provided that it notifies {{euaprov|Receiving Party}} in writing of such addition (including the relevant account details) on or before the day that is ten (10) {{euaprov|Delivery Business Day}}s before the next {{euaprov|Delivery Date}} under that {{euaprov|EU Emissions Allowance Transaction}}. <br>  
::(B) {{euaprov|Delivering Party}} may from time to time, add a new {{euaprov|Holding Account}} or an additional {{euaprov|Holding Account}} to those listed in the Annex to this Annex or in the relevant Confirmation provided that it notifies {{euaprov|Receiving Party}} in writing of such addition (including the relevant account details) by the day that is ten (10) {{euaprov|Delivery Business Day}}s before the next {{euaprov|Delivery Date}} under that {{euaprov|EU Emissions Allowance Transaction}}. <br>  
----
----
{{euaprov|(e)}} '''{{euaprov|Defined Terms and Interpretation}}'''<br>
{{euaprov|(e)}} '''{{euaprov|Defined Terms and Interpretation}}'''<br>
'''{{euaprov|Administrator Event}}''': Means the suspension of some or all of the processes of a {{euaprov|Relevant Registry}}, the {{euaprov|EUTL}} or, if applicable, the {{euaprov|LSTL}} in accordance with the {{euaprov|Registries Regulation}} by the relevant {{euaprov|National Administrator}} or the {{euaprov|Central Administrator }}(as applicable)  
'''{{euaprov|Administrator Event}}''': Means the suspension of some or all of the processes of a {{euaprov|Relevant Registry}}, the {{euaprov|EUTL}} or, if applicable, the {{euaprov|LSTL}} under the {{euaprov|Registries Regulation}} by the relevant {{euaprov|National Administrator}} or the {{euaprov|Central Administrator }}(as applicable)  
:(i) where that {{euaprov|Relevant Registry}} is not operated and maintained in accordance with the provisions of the {{euaprov|Registries Regulation}}, or any other applicable law, or  
:(i) where that {{euaprov|Relevant Registry}} is not operated and maintained under  the {{euaprov|Registries Regulation}}, or any other applicable law, or  
:(ii) for the purpose of carrying out scheduled or emergency maintenance, or  
:(ii) for the purpose of carrying out scheduled or emergency maintenance, or  
:(iii) where there has been or following reasonable suspicion of, a breach of security which threatens the integrity of the registries system (including any back up facilities), or  
:(iii) where there has been or following reasonable suspicion of, a breach of security which threatens the integrity of the registries system (including any back up facilities), or  
:(iv) where the mutual recognition of {{euaprov|Allowances}} under a relevant {{euaprov|Linking Agreement}} has been suspended in accordance with the terms of such {{euaprov|Linking Agreement}}. <br>
:(iv) where the mutual recognition of {{euaprov|Allowances}} under a relevant {{euaprov|Linking Agreement}} has been suspended under the terms of such {{euaprov|Linking Agreement}}. <br>
'''{{euaprov|AEUA}}''' or '''{{euaprov|AEU Allowance}}''': Means an “allowance” as defined in the {{euaprov|Directive}} and which is issued under Chapter II thereof. <br>
'''{{euaprov|AEUA}}''' or '''{{euaprov|AEU Allowance}}''': Means an “allowance” as defined in the {{euaprov|Directive}} and which is issued under Chapter II thereof. <br>
'''{{euaprov|Affected Allowance}}''': Means an {{euaprov|Allowance}} which is or is alleged to have been the subject of an {{euaprov|Unauthorised Transfer}} as confirmed by an {{euaprov|Appropriate Source}}. <br>
'''{{euaprov|Affected Allowance}}''': Means an {{euaprov|Allowance}} which is or is alleged to have been the subject of an {{euaprov|Unauthorised Transfer}} as confirmed by an {{euaprov|Appropriate Source}}. <br>
'''{{euaprov|Aircraft Operator}}''': Means an “aircraft operator” as defined in the {{euaprov|Directive}}.<br>
'''{{euaprov|Aircraft Operator}}''': Means an “aircraft operator” as defined in the {{euaprov|Directive}}.<br>
'''{{euaprov|Allowance}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}}, an allowance to emit one tonne of carbon dioxide (CO2) equivalent during a specified period which is valid for meeting emissions related commitment obligations under the {{euaprov|Scheme}} and which is of the specified {{euaprov|Allowance Type}} and relates to the {{euaprov|Specified Compliance Period}}. <br>
'''{{euaprov|Allowance}}''': Means an allowance to emit one tonne of carbon dioxide (CO2) equivalent during a specified period which is valid for meeting emissions related commitment obligations under the {{euaprov|Scheme}} and which is of the specified {{euaprov|Allowance Type}} and relates to the {{euaprov|Specified Compliance Period}}. <br>
'''{{euaprov|Allowance Forward Transaction}}''' means an {{euaprov|EU Emissions Allowance Transaction}} identified as an {{euaprov|Allowance Forward Transaction}} in the related {{euaprov|Confirmation}}. <br>
'''{{euaprov|Allowance Forward Transaction}}''' means an {{euaprov|EU Emissions Allowance Transaction}} identified as an {{euaprov|Allowance Forward Transaction}} in the related {{euaprov|Confirmation}}. <br>
'''{{euaprov|Allowance Option Transaction}}''': Means an {{euaprov|EU Emissions Allowance Transaction}} identified as an {{euaprov|Allowance Option Transaction}} in the related {{isdaprov|Confirmation}}. An {{euaprov|Allowance Option Transaction}} shall be an {{isdadefsprov|Option Transaction}} for purposes of the {{euaprov|2006 ISDA Definitions}}. <br>
'''{{euaprov|Allowance Option Transaction}}''': Means an {{euaprov|EU Emissions Allowance Transaction}} identified as an {{euaprov|Allowance Option Transaction}} in the related {{isdaprov|Confirmation}}. An {{euaprov|Allowance Option Transaction}} shall be an {{isdadefsprov|Option Transaction}} for purposes of the {{euaprov|2006 ISDA Definitions}}. <br>
'''{{euaprov|Allowances to be Delivered}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}} that is:  
'''{{euaprov|Allowances to be Delivered}}''': Means, for an {{euaprov|EU Emissions Allowance Transaction}} that is:  
:(1) an {{euaprov|Allowance Forward Transaction}}, a number of {{euaprov|Allowances}} equal to the {{euaprov|Number of Allowances}}; or  
:(1) an {{euaprov|Allowance Forward Transaction}}, a number of {{euaprov|Allowances}} equal to the {{euaprov|Number of Allowances}}; or  
:(2) an {{euaprov|Allowance Option Transaction}} and in respect of an {{euaprov|Exercise Date}}, a number of {{euaprov|Allowances}} equal to the number of {{isdadefsprov|Option}}s exercised or deemed exercised on that Exercise Date multiplied by the {{euaprov|Option Entitlement}}. <br>
:(2) an {{euaprov|Allowance Option Transaction}} and for an {{euaprov|Exercise Date}}, a number of {{euaprov|Allowances}} equal to the number of {{isdadefsprov|Option}}s exercised or deemed exercised on that Exercise Date multiplied by the {{euaprov|Option Entitlement}}. <br>
'''{{euaprov|Allowance Purchase Price}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}} which is an {{euaprov|Allowance Forward Transaction}}, the amount specified or otherwise determined as provided in the related {{euaprov|Confirmation}}. <br>
'''{{euaprov|Allowance Purchase Price}}''': Means, for an {{euaprov|EU Emissions Allowance Transaction}} which is an {{euaprov|Allowance Forward Transaction}}, the amount specified in the related {{euaprov|Confirmation}}. <br>
'''{{euaprov|Allowance Shortfall}}''': Has the meaning given to such term in Part {{euaprov|(d)(iii)}} (''{{euaprov|Partial Settlement}}''). <br>
'''{{euaprov|Allowance Shortfall}}'''is defined in {{euaprov|(d)(iii)}} (''{{euaprov|Partial Settlement}}''). <br>
'''{{euaprov|Allowance Strike Price}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}} which is an {{euaprov|Allowance Option Transaction}}, the price per Allowance specified or otherwise determined as provided in the related Confirmation. <br>
'''{{euaprov|Allowance Strike Price}}''': Means, for an {{euaprov|EU Emissions Allowance Transaction}} which is an {{euaprov|Allowance Option Transaction}}, the price per Allowance specified in the related Confirmation. <br>
'''{{euaprov|Allowance Type}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}}, an {{euaprov|AEU Allowance}} or an {{euaprov|EU Allowance}} as specified in the related {{isdaprov|Confirmation}}. <br>
'''{{euaprov|Allowance Type}}''': Means an {{euaprov|AEU Allowance}} or an {{euaprov|EU Allowance}} as specified. <br>
'''{{euaprov|Appropriate Source}}''': Means any “competent authority” (as defined in the {{euaprov|Registries Regulation}}) [[and/or]] the {{euaprov|Central Administrator}}, {{euaprov|National Administrator}} or any other authority having power pursuant to the {{euaprov|Directive}} [[and/or]] the {{euaprov|Registries Regulation}} to block, suspend, refuse, reject, cancel or otherwise affect the transfer (whether in whole or in part) of {{euaprov|Allowances}}, any recognised law enforcement or tax authorities of a Member State, the European Anti-fraud Office of the European Commission or Europol. <br>
'''{{euaprov|Appropriate Source}}''': Means any “competent authority” (as defined in the {{euaprov|Registries Regulation}}) or the {{euaprov|Central Administrator}}, {{euaprov|National Administrator}} or any other authority having power under the {{euaprov|Directive}} or the {{euaprov|Registries Regulation}} to block, suspend, refuse, reject, cancel or otherwise affect the transfer (whether in whole or in part) of {{euaprov|Allowances}}, any recognised law enforcement or tax authorities of a Member State, the European Anti-fraud Office of the European Commission or Europol. <br>
'''{{euaprov|Buyer}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}}, the party specified as such in the related {{isdaprov|Confirmation}}. <br>
'''{{euaprov|Buyer}}''': Means the party specified as such in the related {{isdaprov|Confirmation}}. <br>
'''{{euaprov|Buy-In}}''': Means the purchase of {{euaprov|Allowances}} by {{euaprov|Receiving Party}} in accordance with the procedures described in paragraph (2) of the definition of {{euaprov|Receiving Party’s Replacement Cost}} in this Part {{euaprov|(e)}} (''{{euaprov|Defined Terms and Interpretation}}''). <br>
'''{{euaprov|Buy-In}}''': Means the purchase of {{euaprov|Allowances}} by {{euaprov|Receiving Party}} under the procedures described in paragraph (2) of the definition of {{euaprov|Receiving Party’s Replacement Cost}} in this Annex {{euaprov|(e)}} (''{{euaprov|Defined Terms and Interpretation}}''). <br>
'''{{euaprov|Buy-In Period}}''': Has the meaning given to such term in the definition of {{euaprov|Receiving Party’s Replacement Cost}} in this Part {{euaprov|(e)}} (''{{euaprov|Defined Terms and Interpretation}}'').<br>
'''{{euaprov|Buy-In Period}}''' is defined inthe definition of {{euaprov|Receiving Party’s Replacement Cost}} in this Annex {{euaprov|(e)}} (''{{euaprov|Defined Terms and Interpretation}}'').<br>
'''{{euaprov|Calculation Agent}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}}, the party specified as such in the related {{isdaprov|Confirmation}}. <br>
'''{{euaprov|Calculation Agent}}''': Means the party specified as such in the related {{isdaprov|Confirmation}}. <br>
'''{{euaprov|Call}}''': Means a type of an {{euaprov|Allowance Option Transaction}} entitling, but not obligating, {{euaprov|Buyer}} to purchase {{euaprov|Allowances}} from {{euaprov|Seller}} at the {{euaprov|Allowance Strike Price}} per {{euaprov|Allowance}}. <br>
'''{{euaprov|Call}}''': Means a type of an {{euaprov|Allowance Option Transaction}} entitling, but not obligating, {{euaprov|Buyer}} to purchase {{euaprov|Allowances}} from {{euaprov|Seller}} at the {{euaprov|Allowance Strike Price}} per {{euaprov|Allowance}}. <br>
'''{{euaprov|Central Administrator}}''': Means the person designated by the EU Commission to operate and maintain the {{euaprov|EUTL}} pursuant to Article 20(1) of the {{euaprov|Directive}}. <br>
'''{{euaprov|Central Administrator}}''': Means the person designated by the EU Commission to operate and maintain the {{euaprov|EUTL}} under Article 20(1) of the {{euaprov|Directive}}. <br>
'''{{euaprov|Central European Time}}''': Means Central European Time, including Central European Winter Time and Central European Summer Time as applicable.<br>
'''{{euaprov|Central European Time}}''': Means Central European Time, including Central European Winter Time and Central European Summer Time as applicable.<br>
'''{{euaprov|Close-out Cost of Carry Amount}}''': Means an amount in EUR equal to: (a) the {{euaprov|Close-out Cost of Carry Rate}}; multiplied by: (b)(i) in respect of an {{euaprov|Allowance Forward Transaction}}, the {{euaprov|Allowance Purchase Price}}; or (ii) in respect of an {{euaprov|Allowance Option Transaction}}, the {{euaprov|Allowance Strike Price}}; multiplied by: (c) the {{euaprov|Close-out Cost of Carry Delay}}, divided by (d) 360.
'''{{euaprov|Close-out Cost of Carry Amount}}''': Means an amount in EUR equal to: (a) the {{euaprov|Close-out Cost of Carry Rate}}; multiplied by: (b)(i) for an {{euaprov|Allowance Forward Transaction}}, the {{euaprov|Allowance Purchase Price}}; or (ii) for an {{euaprov|Allowance Option Transaction}}, the {{euaprov|Allowance Strike Price}}; multiplied by: (c) the {{euaprov|Close-out Cost of Carry Delay}}, divided by (d) 360.
'''{{euaprov|Close-out Cost of Carry Delay}}''': Means the number of days in the period from (and including) the scheduled {{euaprov|Payment Date}} to (but excluding) the date that would be the {{euaprov|Payment Date}} if delivery had been made on the {{euaprov|Final Delivery Date}} or {{euaprov|Final Compliance Date}} (as the case may be). <br>
'''{{euaprov|Close-out Cost of Carry Delay}}''': Means the number of days in the period from (and including) the scheduled {{euaprov|Payment Date}} until the date that would be the {{euaprov|Payment Date}} if delivery had been made on the {{euaprov|Final Delivery Date}} or {{euaprov|Final Compliance Date}} (as the case may be). <br>
'''{{euaprov|Close-out Cost of Carry Rate}}''': Means a rate equal to the {{isdadefsprov|Floating Rate}} that would be determined for the period from the scheduled {{euaprov|Payment Date}} to the {{isdaprov|Early Termination Date}}, if the {{euaprov|Reset Date}} were the date that would be the {{euaprov|Payment Date}} if delivery had been made on the {{euaprov|Final Delivery Date}} or {{euaprov|Final Compliance Date}} ([[as the case may be]]) and the applicable {{isdadefsprov|Floating Rate Option}} were “EUR-EONIA-OIS-COMPOUND”. <br>
'''{{euaprov|Close-out Cost of Carry Rate}}''': Means a rate equal to the {{isdadefsprov|Floating Rate}} that would be determined for the period from the scheduled {{euaprov|Payment Date}} to the {{isdaprov|Early Termination Date}}, if the {{euaprov|Reset Date}} were the date that would be the {{euaprov|Payment Date}} if delivery had been made on the {{euaprov|Final Delivery Date}} or {{euaprov|Final Compliance Date}} ([[as the case may be]]) and the applicable {{isdadefsprov|Floating Rate Option}} were “EUR-EONIA-OIS-COMPOUND”. <br>
'''{{euaprov|Cost of Carry Amount}}''': Means an amount in EUR equal to:  
'''{{euaprov|Cost of Carry Amount}}''': Means an amount in EUR equal to:  
:(a) the {{euaprov|Cost of Carry Rate}} multiplied by:
:(a) the {{euaprov|Cost of Carry Rate}} multiplied by:
:(b)
:(b)
::(i) in respect of an {{euaprov|Allowance Forward Transaction}}, the {{euaprov|Allowance Purchase Price}} multiplied by the {{euaprov|Number of Allowances}} delivered on or before the {{euaprov|Delayed Delivery Date}} following the occurrence of a {{euaprov|Suspension Event}}; or
::(i) for an {{euaprov|Allowance Forward Transaction}}, the {{euaprov|Allowance Purchase Price}} multiplied by the {{euaprov|Number of Allowances}} delivered by the {{euaprov|Delayed Delivery Date}} following the occurrence of a {{euaprov|Suspension Event}}; or
::(ii) in respect of an {{euaprov|Allowance Option Transaction}}, the {{euaprov|Allowance Strike Price}} multiplied by the {{euaprov|Number of Allowances}} delivered on or before the {{euaprov|Delayed Delivery Date}} following the occurrence of a {{euaprov|Suspension Event}};
::(ii) for an {{euaprov|Allowance Option Transaction}}, the {{euaprov|Allowance Strike Price}} multiplied by the {{euaprov|Number of Allowances}} delivered by the {{euaprov|Delayed Delivery Date}} following the occurrence of a {{euaprov|Suspension Event}};
:multiplied by: (c) the {{euaprov|Cost of Carry Delay}}, divided by 360.
:multiplied by: (c) the {{euaprov|Cost of Carry Delay}}, divided by 360.
'''{{euaprov|Cost of Carry Delay}}''': Means the number of days in the period from (and including) the scheduled {{euaprov|Payment Date}} to (but excluding) the {{euaprov|Delayed Payment Date}}. <br>
'''{{euaprov|Cost of Carry Delay}}''': Means the number of days in the period from (and including) the scheduled {{euaprov|Payment Date}} until the {{euaprov|Delayed Payment Date}}. <br>
'''{{euaprov|Cost of Carry Rate}}''': Means a rate equal to the {{isdadefsprov|Floating Rate}} that would be determined for a {{euaprov|Calculation Period}} commencing on (and including) the scheduled {{euaprov|Payment Date}} and ending on (but excluding) the {{euaprov|Delayed Payment Date}}, if the {{euaprov|Reset Date}} were the last day of that {{euaprov|Calculation Period}} and the applicable {{isdadefsprov|Floating Rate Option}} were “EUR-EONIA-OIS-COMPOUND”. <br>
'''{{euaprov|Cost of Carry Rate}}''': Means a rate equal to the {{isdadefsprov|Floating Rate}} that would be determined for a {{euaprov|Calculation Period}} commencing on (and including) the scheduled {{euaprov|Payment Date}} and ending on (but excluding) the {{euaprov|Delayed Payment Date}}, if the {{euaprov|Reset Date}} were the last day of that {{euaprov|Calculation Period}} and the applicable {{isdadefsprov|Floating Rate Option}} were “EUR-EONIA-OIS-COMPOUND”. <br>
'''{{euaprov|Deadline Shortfall}}''': Has the meaning given to such term in Part {{euaprov|(d)(xi)}} (''{{euaprov|Failure to Deliver (Alternative Method) – EEP Applicable}}'').<br>
'''{{euaprov|Deadline Shortfall}}'''is defined in {{euaprov|(d)(xi)}} (''{{euaprov|Failure to Deliver (Alternative Method) – EEP Applicable}}'').<br>
'''{{euaprov|Delayed Delivery Date}}''': Has the meaning given to that term in Part {{euaprov|(d)(i)(5)}}(B) (''{{euaprov|Effect of a Suspension Event''}}).<br>
'''{{euaprov|Delayed Delivery Date}}''': Has the meaning given to that term in Part {{euaprov|(d)(i)(5)}}(B) (''{{euaprov|Effect of a Suspension Event''}}).<br>
'''{{euaprov|Delayed Payment Date}}''': Has the meaning given to that term in the definition of {{euaprov|Payment Date}} in this {{euaprov|(e)}} ({{euaprov|Defined Terms and Interpretation}}). <BR>
'''{{euaprov|Delayed Payment Date}}''': Has the meaning given to that term in the definition of {{euaprov|Payment Date}} in this {{euaprov|(e)}} ({{euaprov|Defined Terms and Interpretation}}). <BR>
'''{{euaprov|Delivering Party}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}} that is:  
'''{{euaprov|Delivering Party}}''': Means, for an {{euaprov|EU Emissions Allowance Transaction}} that is:  
:(1) an {{euaprov|Allowance Forward Transaction}}, the {{euaprov|Seller}};  
:(1) an {{euaprov|Allowance Forward Transaction}}, the {{euaprov|Seller}};  
:(2) an {{euaprov|Allowance Option Transaction}} which is a {{euaprov|Call}}, the {{euaprov|Seller}}; or  
:(2) an {{euaprov|Allowance Option Transaction}} which is a {{euaprov|Call}}, the {{euaprov|Seller}}; or  
:(3) an {{euaprov|Allowance Option Transaction}} which is a {{euaprov|Put}}, the {{euaprov|Buyer}}. <br>
:(3) an {{euaprov|Allowance Option Transaction}} which is a {{euaprov|Put}}, the {{euaprov|Buyer}}. <br>
'''{{euaprov|Delivering Party’s Delivery Business Day Location}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}}, the place specified as such in the {{euaprov|Confirmation}} for the relevant {{euaprov|EU Emissions Allowance Transaction}} or, if a place is not so specified:  
'''{{euaprov|Delivering Party’s Delivery Business Day Location}}''': Means the place specified as such in the {{euaprov|Confirmation}} for the relevant {{euaprov|EU Emissions Allowance Transaction}} or, if a place is not so specified:  
:(i) the place specified in the Annex to this Part [7] as the {{euaprov|Delivery Business Day}} Location for Delivering Party; or  
:(i) the place specified in the Annex to this Annex as the {{euaprov|Delivery Business Day}} Location for Delivering Party; or  
:(ii) if no such place is specified, the place in which Seller’s address for purposes of receiving notices connected with the relevant {{euaprov|EU Emissions Allowance Transaction}} is located; or  
:(ii) if no such place is specified, the place in which Seller’s address for purposes of receiving notices connected with the relevant {{euaprov|EU Emissions Allowance Transaction}} is located; or  
:(iii) if no such address has been given, the place in which {{euaprov|Delivering Party}} has its registered office.
:(iii) if no such address has been given, the place in which {{euaprov|Delivering Party}} has its registered office.
'''{{euaprov|Delivering Party’s Replacement Cost}}''': Means in respect of a failure of {{euaprov|Receiving Party}} to accept delivery of a number of {{euaprov|Allowances}} (the “'''{{euaprov|DPRC Shortfall}}'''”), an amount equal to:
'''{{euaprov|Delivering Party’s Replacement Cost}}''': Means for a failure of {{euaprov|Receiving Party}} to accept delivery of a number of {{euaprov|Allowances}} (the “'''{{euaprov|DPRC Shortfall}}'''”):
:(i)
:(i)
::(1) the {{euaprov|Allowance Purchase Price}} or {{euaprov|Allowance Strike Price}}, as applicable, as set out in the {{euaprov|Confirmation}} for the relevant {{euaprov|EU Emissions Allowance Transaction}} plus, in those circumstances in which the relevant termination of the parties’ obligations under “{{euaprov|Physical Settlement}}” occurs following a {{euaprov|Suspension Event}}, the {{euaprov|Close-out Cost of Carry Amount}}; less
::(1) the specified {{euaprov|Allowance Price}}plus, in those circumstances in which the relevant termination of the parties’ obligations under “{{euaprov|Physical Settlement}}” occurs following a {{euaprov|Suspension Event}}, the {{euaprov|Close-out Cost of Carry Amount}}; less
::(2) the price (per Allowance) {{euaprov|Delivering Party}}, acting in a commercially reasonable manner, does or would, in the determination of the {{euaprov|Calculation Agent}}, receive in an arm’s length transaction concluded on the {{euaprov|Final Compliance Date}} for an equivalent number of {{euaprov|Allowances}} of the relevant {{euaprov|Allowance Type}} to be delivered on the {{euaprov|Final Compliance Date}} or, if later, the {{euaprov|Delivery Business Day}} on which {{euaprov|Allowances}} would be delivered in accordance with prevailing market practice under a spot transaction concluded on the {{euaprov|Final Compliance Date}}; multiplied by:
::(2) the price (per Allowance) {{euaprov|Delivering Party}}, acting in a commercially reasonable manner, does or would, in the determination of the {{euaprov|Calculation Agent}}, receive in an arm’s length transaction concluded on the {{euaprov|Final Compliance Date}} for an equivalent number of {{euaprov|Allowances}} of the relevant {{euaprov|Allowance Type}} to be delivered on the {{euaprov|Final Compliance Date}} or, if later, the {{euaprov|Delivery Business Day}} on which {{euaprov|Allowances}} would be delivered under prevailing market practice under a spot transaction concluded on the {{euaprov|Final Compliance Date}}; multiplied by:
:(ii) the {{euaprov|DPRC Shortfall}}; plus
:(ii) the {{euaprov|DPRC Shortfall}}; plus
:(iii) interest at the {{euaprov|Default Rate}} for the period from (and including) the {{euaprov|Delivery Date}} to (but excluding) the date of termination in accordance with Part {{euaprov|(d)(ii)}}(2)(B)({{euaprov|Failure to Comply Not Remedied}}) on an amount equal to the product of the {{euaprov|DPRC Shortfall}} and an amount equal to the excess, if any, of the {{euaprov|Allowance Purchase Price}} or {{euaprov|Allowance Strike Price}}, as applicable, over the price determined pursuant to paragraph (i)(2) above. <br>
:(iii) interest at the {{euaprov|Default Rate}} from the {{euaprov|Delivery Date}} until the date of termination under Part {{euaprov|(d)(ii)}}(2)(B)({{euaprov|Failure to Comply Not Remedied}}) on the product of the {{euaprov|DPRC Shortfall}} and the excess, if any, of the specified {{euaprov|Allowance Price}}over the price determined under paragraph (i)(2) above. <br>
'''{{euaprov|Delivery Business Day}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}}, any day, which is not a Saturday or Sunday, on which commercial banks are open for general business in both {{euaprov|Delivering Party’s Delivery Business Day Location}} and the {{euaprov|Receiving Party’s Delivery Business Day Location}}. <br>
'''{{euaprov|Delivery Business Day}}''': Means any day, which is not a Saturday or Sunday, on which commercial banks are open for general business in both {{euaprov|Delivering Party’s Delivery Business Day Location}} and the {{euaprov|Receiving Party’s Delivery Business Day Location}}. <br>
'''{{euaprov|Delivery Date}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}}, the date or dates specified as such in the related {{isdaprov|Confirmation}} (subject to any adjustment in accordance with Part {{euaprov|(d)(i)(5)}} (''{{euaprov|Suspension Event}}'')). <br>
'''{{euaprov|Delivery Date}}''': Means the date or dates specified as such in the related {{isdaprov|Confirmation}} (subject to any adjustment under Part {{euaprov|(d)(i)(5)}} (''{{euaprov|Suspension Event}}'')). <br>
'''{{euaprov|Directive}}''': Means {{euaprov|Directive}} 2003/87/EC of the European Parliament and of the Council of 13 October 2003 establishing a scheme for greenhouse gas emission allowance trading within the Community and amending Council {{euaprov|Directive}} 96/61/EC, as amended from time to time. <br>
'''{{euaprov|Directive}}''': Means {{euaprov|Directive}} 2003/87/EC of the European Parliament and of the Council of 13 October 2003 establishing a scheme for greenhouse gas emission allowance trading within the Community and amending Council {{euaprov|Directive}} 96/61/EC, as amended from time to time. <br>
'''{{euaprov|DPRC Shortfall}}''': Has the meaning given to such term in the definition of {{euaprov|Delivering Party’s Replacement Cost}} in this Part {{euaprov|(e)}} (''{{euaprov|Defined Terms and Interpretation}}''). <br>
'''{{euaprov|DPRC Shortfall}}''' is defined inthe definition of {{euaprov|Delivering Party’s Replacement Cost}} in this Annex {{euaprov|(e)}} (''{{euaprov|Defined Terms and Interpretation}}''). <br>
'''{{euaprov|EEP Amount}}''': Means an amount (expressed as an amount per {{euaprov|Allowance}}) that {{euaprov|Receiving Party}} determines, acting [[In good faith and a commercially reasonable manner|in good faith and using commercially reasonable procedures]], to be its total losses and costs which result from {{euaprov|Delivering Party}}’s failure to deliver the {{euaprov|Shortfall}} to the extent that those losses and costs are not reflected elsewhere in the definition of {{euaprov|Receiving Party’s Replacement Cost}} and to the extent that those losses and costs relate to:
'''{{euaprov|EEP Amount}}''': Means an amount (expressed as an amount per {{euaprov|Allowance}}) that {{euaprov|Receiving Party}} determines, acting [[In good faith and a commercially reasonable manner|in good faith and using commercially reasonable procedures]], to be its total losses and costs which result from {{euaprov|Delivering Party}}’s failure to deliver the {{euaprov|Shortfall}} to the extent that those losses and costs are not reflected elsewhere in the definition of {{euaprov|Receiving Party’s Replacement Cost}} and to the extent that those losses and costs relate to:
:(1) any {{euaprov|Excess Emission Penalty}} which {{euaprov|Receiving Party}} must pay to the {{euaprov|Relevant Authority}} in accordance with the terms of the Scheme; [[and/or]]
:(1) any {{euaprov|Excess Emission Penalty}} which {{euaprov|Receiving Party}} must pay to the {{euaprov|Relevant Authority}} under the terms of the Scheme; or
:(2) if “{{euaprov|EEP Equivalent}}” is specified to be applicable in the Annex to this Part [7] or the Confirmation for the relevant {{euaprov|EU Emissions Allowance Transaction}}, any amount which {{euaprov|Receiving Party}} must pay to a third party in respect of any such penalty payable to any other party (including a {{euaprov|Relevant Authority}}) by that third party as a result of {{euaprov|Delivering Party}}’s failure to deliver the {{euaprov|Shortfall}}. <br>
:(2) if “{{euaprov|EEP Equivalent}}” applies, any amount which {{euaprov|Receiving Party}} must pay to a third party for any such penalty payable to any other party (including a {{euaprov|Relevant Authority}}) by that third party because of {{euaprov|Delivering Party}}’s failure to deliver the {{euaprov|Shortfall}}. <br>
'''{{euaprov|EEP Non-delivery}}''': Has the meaning given to such term in Part {{euaprov|(d)(xi)}} (''{{euaprov|Failure to Deliver (Alternative Method) – EEP Applicable}}''). <br>
'''{{euaprov|EEP Non-delivery}}'''is defined in {{euaprov|(d)(xi)}} (''{{euaprov|Failure to Deliver (Alternative Method) – EEP Applicable}}''). <br>
'''{{euaprov|EEP Payment}}''': Has the meaning given to such term in Part {{euaprov|(d)(xi)}} (''{{euaprov|Failure to Deliver (Alternative Method) – EEP Applicable}}''). <br>
'''{{euaprov|EEP Payment}}'''is defined in {{euaprov|(d)(xi)}} (''{{euaprov|Failure to Deliver (Alternative Method) – EEP Applicable}}''). <br>
'''{{euaprov|EEP Risk Period}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}} and any {{euaprov|Delivery Date}}, a period of time prior to the first succeeding {{euaprov|Reconciliation Deadline}}, as specified in the related Confirmation. <br>
'''{{euaprov|EEP Risk Period}}''': Means, for an {{euaprov|EU Emissions Allowance Transaction}} and any {{euaprov|Delivery Date}}, a period of time prior to the first succeeding {{euaprov|Reconciliation Deadline}}, as specified in the related Confirmation. <br>
'''{{euaprov|Encumbrance Loss Amount}}''': An amount reasonably determined by {{euaprov|Receiving Party}} [[in good faith]] to be its total losses and costs in connection with an {{euaprov|EU Emissions Allowance Transaction}} including, but not limited to, any loss of bargain, cost of funding or, at the election of {{euaprov|Receiving Party}} but without duplication, loss or costs incurred as a result of its terminating, liquidating, obtaining or re-establishing any hedge or related trading position. Such amount includes losses and costs in respect of any payment already made under an {{euaprov|EU Emissions Allowance Transaction}} prior to the delivery of the written notice by {{euaprov|Receiving Party}} and {{euaprov|Receiving Party}}’s legal fees and out-of-pocket expenses but does not include {{euaprov|Excess Emissions Penalty}} or any amount which {{euaprov|Receiving Party}} must pay to a third party in respect of any such penalty payable to any other party (or {{euaprov|Relevant Authority}}) by that third party. The parties agree that in circumstances where there was a breach of the {{euaprov|No Encumbrances Obligation}} by {{euaprov|Delivering Party}} caused by the transfer of an {{euaprov|Affected Allowance}}, {{euaprov|Receiving Party}} shall be entitled to include in such amount any losses arising out of or in connection with any claim, demand, action or proceeding brought against {{euaprov|Receiving Party}} by a third party consequent upon the transfer by {{euaprov|Receiving Party}} of an {{euaprov|Affected Allowance}} transferred to it by {{euaprov|Delivering Party}} under an {{euaprov|EU Emissions Allowance Transaction}}. <br>
'''{{euaprov|Encumbrance Loss Amount}}''': An amount reasonably determined by {{euaprov|Receiving Party}} [[in good faith]] to be its total losses and costs in connection with an {{euaprov|EU Emissions Allowance Transaction}} including, but not limited to, any loss of bargain, cost of funding or, at the election of {{euaprov|Receiving Party}} but without duplication, loss or costs incurred because of its terminating, liquidating, obtaining or re-establishing any hedge or related trading position. Such amount includes losses and costs for any payment already made under an {{euaprov|EU Emissions Allowance Transaction}} prior to the delivery of the written notice by {{euaprov|Receiving Party}} and {{euaprov|Receiving Party}}’s legal fees and out-of-pocket expenses but does not include {{euaprov|Excess Emissions Penalty}} or any amount which {{euaprov|Receiving Party}} must pay to a third party for any such penalty payable to any other party (or {{euaprov|Relevant Authority}}) by that third party. The parties agree that in circumstances where there was a breach of the {{euaprov|No Encumbrances Obligation}} by {{euaprov|Delivering Party}} caused by the transfer of an {{euaprov|Affected Allowance}}, {{euaprov|Receiving Party}} shall be entitled to include in such amount any losses arising out of or in connection with any claim, demand, action or proceeding brought against {{euaprov|Receiving Party}} by a third party consequent upon the transfer by {{euaprov|Receiving Party}} of an {{euaprov|Affected Allowance}} transferred to it by {{euaprov|Delivering Party}} under an {{euaprov|EU Emissions Allowance Transaction}}. <br>
'''{{euaprov|End of Phase Reconciliation Deadline}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}}, the {{euaprov|Reconciliation Deadline}} scheduled to fall in April 2031. <br>
'''{{euaprov|End of Phase Reconciliation Deadline}}''': Means the {{euaprov|Reconciliation Deadline}} scheduled to fall in April 2031. <br>
'''{{euaprov|EU}}''': Means the European Community as it exists from time to time. <br>
'''{{euaprov|EU}}''': Means the European Community as it exists from time to time. <br>
'''{{euaprov|EU Allowance}}''': Means an allowance, other than an {{euaprov|AEUA}} or {{euaprov|AEU Allowance}}, created pursuant to the {{euaprov|Directive}}, including allowances stemming from emission trading systems that are linked with the {{euaprov|EU ETS}} pursuant to Article 25 of the {{euaprov|Directive}}. <br>
'''{{euaprov|EU Allowance}}''': Means an allowance, other than an {{euaprov|AEUA}} or {{euaprov|AEU Allowance}}, created under the {{euaprov|Directive}}, including allowances stemming from emission trading systems that are linked with the {{euaprov|EU ETS}} under Article 25 of the {{euaprov|Directive}}. <br>
'''{{euaprov|EUTL}}''' or '''{{euaprov|European Transaction Log}}''': Means the independent transaction log provided for in Article 20(1) of the {{euaprov|Directive}}, the operation of which is further detailed in Article 6 of the {{euaprov|Registries Regulation}}. <br>
'''{{euaprov|EUTL}}''' or '''{{euaprov|European Transaction Log}}''': Means the independent transaction log provided for in Article 20(1) of the {{euaprov|Directive}}, the operation of which is further detailed in Article 6 of the {{euaprov|Registries Regulation}}. <br>
'''{{euaprov|Excess Emissions Penalty}}'''/'''{{euaprov|EEP}}''': Has the meaning given to it in the {{euaprov|Directive}}. <br>
'''{{euaprov|Excess Emissions Penalty}}'''/'''{{euaprov|EEP}}''': Has the meaning given to it in the {{euaprov|Directive}}. <br>
'''{{euaprov|Expiration Date}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}} which is an {{euaprov|Allowance Option Transaction}}, the date specified as such in the related {{isdaprov|Confirmation}} (or determined pursuant to a method specified for such purpose) or, if that date is not a {{euaprov|Business Day}}, the next following day that is a {{euaprov|Business Day}}. <br>
'''{{euaprov|Expiration Date}}''': Means, for an {{euaprov|EU Emissions Allowance Transaction}} which is an {{euaprov|Allowance Option Transaction}}, the date specified as such in the related {{isdaprov|Confirmation}} (or determined under a method specified for such purpose) or, if that date is not a {{euaprov|Business Day}}, the next following day that is a {{euaprov|Business Day}}. <br>
'''{{euaprov|Final Compliance Date}}''': Means, the date that is the second {{euaprov|Delivery Business Day}} after notice is given under Part {{euaprov|(d)(ii)(2)}} (''{{euaprov|Failure to Comply byReceiving Party}}'') requiring {{euaprov|Receiving Party}} to comply with Part {{euaprov|(d)(vi)}} (''{{euaprov|Requirements under the Scheme}}'') or, if earlier, the {{euaprov|Reconciliation Deadline}} on or immediately following the relevant {{euaprov|Delivery Date}}. <br>
'''{{euaprov|Final Compliance Date}}''': Means, the date that is the second {{euaprov|Delivery Business Day}} after notice is given under Part {{euaprov|(d)(ii)(2)}} (''{{euaprov|Failure to Comply byReceiving Party}}'') requiring {{euaprov|Receiving Party}} to comply with Part {{euaprov|(d)(vi)}} (''{{euaprov|Requirements under the Scheme}}'') or, if earlier, the {{euaprov|Reconciliation Deadline}} on or immediately following the relevant {{euaprov|Delivery Date}}. <br>
'''{{euaprov|Final Delivery Date}}''': Means, the date that is the second {{euaprov|Delivery Business Day}} after notice is given under Part {{euaprov|(d)(ii)(1)}} (''{{euaprov|Failure to Deliver by Delivering Party}}'') requiring {{euaprov|Delivering Party}} to remedy a failure to deliver or, if earlier, the {{euaprov|Reconciliation Deadline}} on or immediately following the relevant {{euaprov|Delivery Date}}. <br>
'''{{euaprov|Final Delivery Date}}''': Means, the date that is the second {{euaprov|Delivery Business Day}} after notice is given under Part {{euaprov|(d)(ii)(1)}} (''{{euaprov|Failure to Deliver by Delivering Party}}'') requiring {{euaprov|Delivering Party}} to remedy a failure to deliver or, if earlier, the {{euaprov|Reconciliation Deadline}} on or immediately following the relevant {{euaprov|Delivery Date}}. <br>
'''{{euaprov|Fourth Compliance Period}}''': Means, in respect of {{euaprov|EU Allowances}} and {{euaprov|AEU Allowances}}, the period starting 1 January 2021 to 31 December 2030. <br>
'''{{euaprov|Fourth Compliance Period}}''': Means the period starting 1 January 2021 to 31 December 2030. <br>
'''{{euaprov|Holding Account}}''': Means a form of digital record maintained in a {{euaprov|Registry}} (pursuant to and in accordance with the {{euaprov|Registries Regulation}}) that is able to be used to record the allocation (if applicable), holding and transfer of {{euaprov|Allowances}} of the {{euaprov|Allowance Type}} that is to be delivered under the relevant {{euaprov|EU Emissions Allowance Transaction}} pursuant to and in accordance with the {{euaprov|Scheme}}. <br>
'''{{euaprov|Holding Account}}''': Means a form of digital record maintained in a {{euaprov|Registry}} (under and under the {{euaprov|Registries Regulation}}) that is able to be used to record the allocation (if applicable), holding and transfer of {{euaprov|Allowances}} of the {{euaprov|Allowance Type}} that is to be delivered under the relevant {{euaprov|EU Emissions Allowance Transaction}} under and under the {{euaprov|Scheme}}. <br>
'''{{euaprov|Indemnifiable EEP}}''': Has the meaning given to such term in Part {{euaprov|(d)(xi)}} (''{{euaprov|Failure to Deliver (Alternative Method) – EEP Applicable}}''). <br>
'''{{euaprov|Indemnifiable EEP}}'''is defined in {{euaprov|(d)(xi)}} (''{{euaprov|Failure to Deliver (Alternative Method) – EEP Applicable}}''). <br>
'''{{euaprov|Long-Stop Date}}''': Means, in respect of a {{euaprov|Suspension Event}} that occurs with respect to a delivery or acceptance obligation that would otherwise be required to be performed within the period:
'''{{euaprov|Long-Stop Date}}''': Means, for a {{euaprov|Suspension Event}} that occurs with respect to a delivery or acceptance obligation that would otherwise be required to be performed within the period:
:(1) from (and including) 1 May 2021 to (and including) 31 December 2022, 1 June 2024 ;
:(1) from (and including) 1 May 2021 to (and including) 31 December 2022, 1 June 2024 ;
:(2) from (and including) 1 January 2023 to (and including) 31 December 2024, 1 June 2026;
:(2) from (and including) 1 January 2023 to (and including) 31 December 2024, 1 June 2026;
Line 218: Line 218:
'''{{euaprov|Member State}}''': Means any one of the signatories of the {{euaprov|European Union}} from time to time. <br>
'''{{euaprov|Member State}}''': Means any one of the signatories of the {{euaprov|European Union}} from time to time. <br>
'''{{euaprov|Multiple Exercise}}''': Means:  
'''{{euaprov|Multiple Exercise}}''': Means:  
:(1) If “{{euaprov|Multiple Exercise}}” is specified to be applicable to an {{euaprov|EU Emissions Allowance Transaction}} which is an American {{euaprov|Allowance Option Transaction}} or a Bermuda {{euaprov|Allowance Option Transaction}}, {{euaprov|Buyer}} may exercise all or less than all the unexercised Options on one or more Business Days during the Exercise Period but (except as set forth below) on any such Business Day may not exercise less than the {{euaprov|Minimum Number of Options}} or more than the {{euaprov|Maximum Number of Options}} and, if a number is specified as “Integral Multiple” in the related {{isdaprov|Confirmation}}, the number of exercised Options must be equal to, or be an integral multiple of, the number so specified. Except as set forth below, any attempt to exercise on any such {{euaprov|Business Day}}:  
:(1) If “{{euaprov|Multiple Exercise}}” applies to an American {{euaprov|Allowance Option Transaction}} or a Bermuda {{euaprov|Allowance Option Transaction}}, {{euaprov|Buyer}} may exercise all or less than all the unexercised Options on any Business Days during the Exercise Period but (except as set forth below) on any such Business Day may not exercise less than the {{euaprov|Minimum Number of Options}} or more than the {{euaprov|Maximum Number of Options}} and, if a number is specified as “Integral Multiple” in the related {{isdaprov|Confirmation}}, the number of exercised Options must be equal to, or be an integral multiple of, the number so specified. Except as set forth below, any attempt to exercise on any such {{euaprov|Business Day}}:  
::(A) more than the {{euaprov| Maximum Number of Options}} will be deemed to be an exercise of the {{euaprov|Maximum Number of Options}} (the number of Options exceeding the {{euaprov|Maximum Number of Options}} being deemed to remain unexercised);  
::(A) more than the {{euaprov| Maximum Number of Options}} will be deemed to be an exercise of the {{euaprov|Maximum Number of Options}} (the number of Options exceeding the {{euaprov|Maximum Number of Options}} being deemed to remain unexercised);  
::(B) less than the {{euaprov|Minimum Number of Options}} will be ineffective; and  
::(B) less than the {{euaprov|Minimum Number of Options}} will be ineffective; and  
::(C) an amount of Options not equal to or an integral multiple of the Integral Multiple will be deemed to be an exercise of a number of Options equal to the next lowest integral multiple of the Integral Multiple (the number of Options exceeding that number being deemed to remain unexercised).  
::(C) an amount of Options not equal to or an integral multiple of the Integral Multiple will be deemed to be an exercise of a number of Options equal to the next lowest integral multiple of the Integral Multiple (the number of Options exceeding that number being deemed to remain unexercised).  
:(2) Notwithstanding the foregoing, on any such Business Day, Buyer may exercise any number of Options that does not exceed the {{euaprov|Maximum Number of Options}} if it exercises all the Options remaining unexercised. On the Expiration Date, Buyer may exercise any number of Options remaining unexercised.  
:(2) Notwithstanding the foregoing, on any such Business Day, Buyer may exercise any number of Options that does not exceed the {{euaprov|Maximum Number of Options}} if it exercises all the Options remaining unexercised. On the Expiration Date, Buyer may exercise any number of Options remaining unexercised.  
:(3) “'''{{euaprov|Minimum Number of Options}}'''” means, in respect of an {{euaprov|Allowance Option Transaction}} to which {{euaprov|Multiple Exercise}} is applicable, the number specified as such in the related Confirmation.  
:(3) “'''{{euaprov|Minimum Number of Options}}'''” means, for an {{euaprov|Allowance Option Transaction}} to which {{euaprov|Multiple Exercise}} is applicable, the number specified as such in the related Confirmation.  
:(4) “'''{{euaprov|Maximum Number of Options}}'''” means, in respect of an {{euaprov|Allowance Option Transaction}} to which {{euaprov|Multiple Exercise}} is applicable, the number specified as such in the related Confirmation. <br>
:(4) “'''{{euaprov|Maximum Number of Options}}'''” means, for an {{euaprov|Allowance Option Transaction}} to which {{euaprov|Multiple Exercise}} is applicable, the number specified as such in the related Confirmation. <br>
'''{{euaprov|National Administrator}}''': Means the entity responsible for managing, on behalf of a {{euaprov|Member State}}, a set of user accounts under the jurisdiction of a {{euaprov|Member State}} in the {{euaprov|Union Registry}} as designated in accordance with Article 8 of the {{euaprov|Registries Regulation}}. <br>
'''{{euaprov|National Administrator}}''': Means the entity responsible for managing, on behalf of a {{euaprov|Member State}}, a set of user accounts under the jurisdiction of a {{euaprov|Member State}} in the {{euaprov|Union Registry}} as designated under Article 8 of the {{euaprov|Registries Regulation}}. <br>
'''{{euaprov|No Encumbrance Obligation}}''': Has the meaning given to such term in Part {{euaprov|(d)(vii)}} (''{{euaprov|No Encumbrances}}''). <br>
'''{{euaprov|No Encumbrance Obligation}}'''is defined in {{euaprov|(d)(vii)}} (''{{euaprov|No Encumbrances}}''). <br>
'''{{euaprov|Notice of Exercise}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}} which is an {{euaprov|Allowance Option Transaction}}, an Option notice given by {{euaprov|Buyer}} to {{euaprov|Seller}} (which may be given orally (including by telephone) unless the parties specify otherwise in the related {{isdaprov|Confirmation}}) of its exercise of the right or rights granted pursuant to the {{euaprov|Allowance Option Transaction}} during the hours specified in the relevant {{isdaprov|Confirmation}} on a {{euaprov|Seller Business Day}} during the {{euaprov|Exercise Period}}, which shall be irrevocable once effective. If the {{euaprov|Notice of Exercise}} is received on any {{euaprov|Seller Business Day}} after the latest time so specified, the {{euaprov|Notice of Exercise}} will be deemed to have been received on the next following {{euaprov|Seller Business Day}}, if any, in the {{euaprov|Exercise Period}}. {{euaprov|Buyer}} may exercise the right or rights granted pursuant to the {{euaprov|Allowance Option Transaction}} only by giving a {{euaprov|Notice of Exercise}}. <br>
'''{{euaprov|Notice of Exercise}}''': Means, for an {{euaprov|EU Emissions Allowance Transaction}} which is an {{euaprov|Allowance Option Transaction}}, an Option notice given by {{euaprov|Buyer}} to {{euaprov|Seller}} (which may be given orally (including by telephone) unless the parties specify otherwise in the related {{isdaprov|Confirmation}}) of its exercise of the right or rights granted under the {{euaprov|Allowance Option Transaction}} during the hours specified in the relevant {{isdaprov|Confirmation}} on a {{euaprov|Seller Business Day}} during the {{euaprov|Exercise Period}}, which shall be irrevocable once effective. If the {{euaprov|Notice of Exercise}} is received on any {{euaprov|Seller Business Day}} after the latest time so specified, the {{euaprov|Notice of Exercise}} will be deemed to have been received on the next following {{euaprov|Seller Business Day}}, if any, in the {{euaprov|Exercise Period}}. {{euaprov|Buyer}} may exercise the right or rights granted under the {{euaprov|Allowance Option Transaction}} only by giving a {{euaprov|Notice of Exercise}}. <br>
'''{{euaprov|Number of Allowances}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}}, the number specified as such in the related {{euaprov|Confirmation}}. <br>
'''{{euaprov|Number of Allowances}}''': Means the number specified as such in the related {{euaprov|Confirmation}}. <br>
'''{{euaprov|Number of Options}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}} which is an {{euaprov|Allowance Option Transaction}}, the number specified as such in the related {{isdaprov|Confirmation}}, being the number of Options comprised in the relevant {{euaprov|Allowance Option Transaction}}. <br>
'''{{euaprov|Number of Options}}''': Means, for an {{euaprov|EU Emissions Allowance Transaction}} which is an {{euaprov|Allowance Option Transaction}}, the number specified as such in the related {{isdaprov|Confirmation}}, being the number of Options comprised in the relevant {{euaprov|Allowance Option Transaction}}. <br>
'''{{euaprov|Operator}}''': Means an “operator” as defined in the {{euaprov|Directive}}. <br>
'''{{euaprov|Operator}}''': Means an “operator” as defined in the {{euaprov|Directive}}. <br>
'''{{euaprov|Option}}''': Means, in respect of an {{euaprov|Allowance Option Transaction}}, each unit into which the Option Transaction is divided for purposes of exercise or settlement. <br>
'''{{euaprov|Option}}''': Means, for an {{euaprov|Allowance Option Transaction}}, each unit into which the Option Transaction is divided for purposes of exercise or settlement. <br>
'''{{euaprov|Option Entitlement}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}} which is an {{euaprov|Allowance Option Transaction}}, the number of {{euaprov|Allowances}} per Option specified as such in the related {{isdaprov|Confirmation}}. In the event that no {{euaprov|Option Entitlement}} is specified in the related {{isdaprov|Confirmation}}, the {{euaprov|Option Entitlement}} in respect of any {{euaprov|Allowance Option Transaction}} shall be one {{euaprov|Allowance}} per Option. <br>
'''{{euaprov|Option Entitlement}}''': Means, for an {{euaprov|EU Emissions Allowance Transaction}} which is an {{euaprov|Allowance Option Transaction}}, the number of {{euaprov|Allowances}} per Option specified as such in the related {{isdaprov|Confirmation}}. If no {{euaprov|Option Entitlement}} is specified, the {{euaprov|Option Entitlement}} for any {{euaprov|Allowance Option Transaction}} shall be one {{euaprov|Allowance}} per Option. <br>
'''{{euaprov|Original Affected Party}}''': Means the person from whose account the {{euaprov|Unauthorised Transfer}} of the {{euaprov|Affected Allowance}} occurred. <br>
'''{{euaprov|Original Affected Party}}''': Means the person from whose account the {{euaprov|Unauthorised Transfer}} of the {{euaprov|Affected Allowance}} occurred. <br>
'''{{euaprov|Payment Date}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}}, the date specified as such or otherwise determined pursuant to a method specified in the related {{isdaprov|Confirmation}}, provided that, in the case of delayed delivery pursuant to Part(d)(i)(5)({{euaprov|Suspension Event}}), the {{euaprov|Payment Date}} shall be determined accordingly from the {{euaprov|Delayed Delivery Date}} (such Payment Date being the “'''{{euaprov|Delayed Payment Date}}'''”).<br>
'''{{euaprov|Payment Date}}''': Means the date specified as such or otherwise determined under a method specified, provided that, in the case of delayed delivery under Part(d)(i)(5)({{euaprov|Suspension Event}}), the {{euaprov|Payment Date}} shall be determined accordingly from the {{euaprov|Delayed Delivery Date}} (such Payment Date being the “'''{{euaprov|Delayed Payment Date}}'''”).<br>
'''{{euaprov|Potential Exercise Date}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}} which is a Bermuda {{euaprov|Allowance Option Transaction}}, each date specified as such in the related Confirmation or, if that date is not a Business Day, the next following day that is a {{euaprov|Business Day}}.<br>
'''{{euaprov|Potential Exercise Date}}''': Means, for an {{euaprov|EU Emissions Allowance Transaction}} which is a Bermuda {{euaprov|Allowance Option Transaction}}, each date specified as such in the related Confirmation or, if that date is not a Business Day, the next following day that is a {{euaprov|Business Day}}.<br>
'''{{euaprov|Premium}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}} which is an {{euaprov|Allowance Option Transaction}}, the amount specified or otherwise determined as provided in the related Confirmation. If a {{euaprov|Premium}} per {{euaprov|Allowance}} is specified in the related {{isdaprov|Confirmation}}, the {{euaprov|Premium}} shall be the product of the {{euaprov|Premium}} per {{euaprov|Allowance}}, the {{euaprov|Number of Options}} and the {{euaprov|Option Entitlement}}. <br>
'''{{euaprov|Premium}}''': Means, for an {{euaprov|EU Emissions Allowance Transaction}} which is an {{euaprov|Allowance Option Transaction}}, the amount specified in the related Confirmation. If a {{euaprov|Premium}} per {{euaprov|Allowance}} is specified, the {{euaprov|Premium}} shall be the product of the {{euaprov|Premium}} per {{euaprov|Allowance}}, the {{euaprov|Number of Options}} and the {{euaprov|Option Entitlement}}. <br>
'''{{euaprov|Put}}''': Means a type of {{euaprov|Allowance Option Transaction}} entitling, but not obligating, the {{euaprov|Buyer}} to sell {{euaprov|Allowances}} to {{euaprov|Seller}} at the {{euaprov|Allowance Strike Price}} per {{euaprov|Allowance}}. <br>
'''{{euaprov|Put}}''': Means a type of {{euaprov|Allowance Option Transaction}} entitling, but not obligating, the {{euaprov|Buyer}} to sell {{euaprov|Allowances}} to {{euaprov|Seller}} at the {{euaprov|Allowance Strike Price}} per {{euaprov|Allowance}}. <br>
'''{{euaprov|Receiving Party}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}} that is:  
'''{{euaprov|Receiving Party}}''': Means, for an {{euaprov|EU Emissions Allowance Transaction}} that is:  
:(1) an {{euaprov|Allowance Forward Transaction}}, the {{euaprov|Buyer}};  
:(1) an {{euaprov|Allowance Forward Transaction}}, the {{euaprov|Buyer}};  
:(2) an {{euaprov|Allowance Option Transaction}} which is a {{euaprov|Call}}, the {{euaprov|Buyer}}; or  
:(2) an {{euaprov|Allowance Option Transaction}} which is a {{euaprov|Call}}, the {{euaprov|Buyer}}; or  
:(3) an {{euaprov|Allowance Option Transaction}} which is a {{euaprov|Put}}, the {{euaprov|Seller}}. <br>
:(3) an {{euaprov|Allowance Option Transaction}} which is a {{euaprov|Put}}, the {{euaprov|Seller}}. <br>
'''{{euaprov|Receiving Party’s Delivery Business Day Location}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}}, the place specified as such in the Confirmation for the relevant {{euaprov|EU Emissions Allowance Transaction}} or, if a place is not so specified:  
'''{{euaprov|Receiving Party’s Delivery Business Day Location}}''': Means the place specified as such in the Confirmation for the relevant {{euaprov|EU Emissions Allowance Transaction}} or, if a place is not so specified:  
:(i) the place specified in the Annex to this Part as the {{euaprov|Delivery Business Day}} Location for {{euaprov|Receiving Party}}; or  
:(i) the place specified in the Annex to this Annex as the {{euaprov|Delivery Business Day}} Location for {{euaprov|Receiving Party}}; or  
:(ii) if no such place is specified, the place in which {{euaprov|Receiving Party}}’s address for purposes of receiving notices connected with the relevant {{euaprov|EU Emissions Allowance Transaction}} is located; or  
:(ii) if no such place is specified, the place in which {{euaprov|Receiving Party}}’s address for purposes of receiving notices connected with the relevant {{euaprov|EU Emissions Allowance Transaction}} is located; or  
:(iii) if no such address has been given, the place in which {{euaprov|Receiving Party}} has its registered office. <br>
:(iii) if no such address has been given, the place in which {{euaprov|Receiving Party}} has its registered office. <br>
'''{{euaprov|Receiving Party’s Replacement Cost}}''' means:  
'''{{euaprov|Receiving Party’s Replacement Cost}}''' means:  
:(1) if “{{euaprov|Excess Emissions Penalty}}” is specified not to be applicable in the Annex to this Part or the {{isdaprov|Confirmation}} for the relevant {{euaprov|EU Emissions Allowance Transaction}}, or if “{{euaprov|Excess Emissions Penalty}}” is specified to be applicable and if an {{euaprov|EEP Risk Period}} is specified in the Annex to this Part or in the {{isdaprov|Confirmation}} for the relevant {{euaprov|EU Emissions Allowance Transaction}} but the {{euaprov|Delivery Date}} falls outside the {{euaprov|EEP Risk Period}} then, in respect of a failure to deliver a number of Allowances (the “'''{{euaprov|RPRC Shortfall}}'''”), an amount equal to:
:(1) if “{{euaprov|Excess Emissions Penalty}}” is specified not to be applicable in the Annex to this Annex or the {{isdaprov|Confirmation}} for the relevant {{euaprov|EU Emissions Allowance Transaction}}, or if “{{euaprov|Excess Emissions Penalty}}” applies and if an {{euaprov|EEP Risk Period}} is specified in the Annex to this Annex or in the {{isdaprov|Confirmation}} for the relevant {{euaprov|EU Emissions Allowance Transaction}} but the {{euaprov|Delivery Date}} falls outside the {{euaprov|EEP Risk Period}} then, for a failure to deliver a number of Allowances (the “'''{{euaprov|RPRC Shortfall}}'''”):
::(A)
::(A)
:::(I) the price (per Allowance) that {{euaprov|Receiving Party}}, acting in a commercially reasonable manner, does or would, in the determination of the Calculation Agent, pay in an arm’s length transaction concluded on the {{euaprov|Final Delivery Date}} for an equivalent number of Allowances to be delivered on the {{euaprov|Final Delivery Date}} or, if later, the {{euaprov|Delivery Business Day}} on which Allowances would be delivered in accordance with prevailing market practice under a spot transaction concluded on the {{euaprov|Final Delivery Date}}; less
:::(I) the price (per Allowance) that {{euaprov|Receiving Party}}, acting in a commercially reasonable manner, does or would, in the determination of the Calculation Agent, pay in an arm’s length transaction concluded on the {{euaprov|Final Delivery Date}} for an equivalent number of Allowances to be delivered on the {{euaprov|Final Delivery Date}} or, if later, the {{euaprov|Delivery Business Day}} on which Allowances would be delivered under prevailing market practice under a spot transaction concluded on the {{euaprov|Final Delivery Date}}; less
:::(II) the {{euaprov|Allowance Purchase Price}} or {{euaprov|Allowance Strike Price}}, as applicable, as set out in the Confirmation for the relevant {{euaprov|EU Emissions Allowance Transaction}} plus, in those circumstances in which the relevant termination of the parties’ obligations under “{{euaprov|Physical Settlement}}” occurs following a {{euaprov|Suspension Event}}, the {{euaprov|Close-out Cost of Carry Amount}}; multiplied by:
:::(II) the specified {{euaprov|Allowance Price}}as set out in the Confirmation for the relevant {{euaprov|EU Emissions Allowance Transaction}} plus, in those circumstances in which the relevant termination of the parties’ obligations under “{{euaprov|Physical Settlement}}” occurs following a {{euaprov|Suspension Event}}, the {{euaprov|Close-out Cost of Carry Amount}}; multiplied by:
::(B) the {{euaprov|RPRC Shortfall}}; plus
::(B) the {{euaprov|RPRC Shortfall}}; plus
::(C) interest at the Default Rate for the period from (and including) the {{euaprov|Delivery Date}} to (but excluding) the date of termination in accordance with Part [7](d)(ii)(1)(B)(Failure to Deliver Not Remedied) on an amount equal to the product of the {{euaprov|RPRC Shortfall}} and an amount equal to the excess, if any, of the price determined pursuant to paragraph (1)(A)(I) above over the {{euaprov|Allowance Purchase Price}} or the {{euaprov|Allowance Strike Price}}, as applicable; or
::(C) interest at the Default Rate from the {{euaprov|Delivery Date}} until the date of termination under Part [7](d)(ii)(1)(B)(Failure to Deliver Not Remedied) on the product of the {{euaprov|RPRC Shortfall}} and the excess, if any, of the price determined under paragraph (1)(A)(I) above over the {{euaprov|Allowance Purchase Price}} or the {{euaprov|Allowance Strike Price}}, as applicable; or
:(2) if “{{euaprov|Excess Emissions Penalty}}” is specified to be applicable in the Annex to this Part or the {{euaprov|Confirmation}} for an {{euaprov|EU Emissions Allowance Transaction}} and, if an {{euaprov|EEP Risk Period}} is specified in the Annex to this Part or in the {{isdaprov|Confirmation}} for the relevant {{euaprov|EU Emissions Allowance Transaction}}, the {{euaprov|Delivery Date}} falls within the {{euaprov|EEP Risk Period}} for the relevant {{euaprov|EU Emissions Allowance Transaction}}, then, in respect of a failure to deliver a number of Allowances (the “'''{{euaprov|Undelivered Allowances}}'''”), an amount equal to the sum of:
:(2) if “{{euaprov|Excess Emissions Penalty}}” applies and, if an {{euaprov|EEP Risk Period}} is specified in the Annex to this Annex or in the {{isdaprov|Confirmation}} for the relevant {{euaprov|EU Emissions Allowance Transaction}}, the {{euaprov|Delivery Date}} falls within the {{euaprov|EEP Risk Period}} for the relevant {{euaprov|EU Emissions Allowance Transaction}}, then, for a failure to deliver a number of Allowances (the “'''{{euaprov|Undelivered Allowances}}'''”), the sum of:
::(A) either:
::(A) either:
:::(I) if in one or more arm’s length transactions {{euaprov|Receiving Party}} is able, using its reasonable endeavours, to purchase a number of Allowances to be delivered during the period from (but excluding) the {{euaprov|Final Delivery Date}} to (and including) the {{euaprov|Reconciliation Deadline}} on or immediately following the {{euaprov|Delivery Date}} (the “'''{{euaprov|Buy-In Period}}'''”), which in respect of each such individual purchase of Allowances, when aggregated with other such purchases, amounts to a purchase of a number of Allowances equal to the number of {{euaprov|Undelivered Allowances}}:
:::(I) if in any arm’s length transactions {{euaprov|Receiving Party}} is able, using its reasonable endeavours, to purchase a number of Allowances to be delivered during the period from (but excluding) the {{euaprov|Final Delivery Date}} to (and including) the {{euaprov|Reconciliation Deadline}} on or immediately following the {{euaprov|Delivery Date}} (the “'''{{euaprov|Buy-In Period}}'''”), which for each such individual purchase of Allowances, when aggregated with other such purchases, amounts to a purchase of a number of Allowances equal to the number of {{euaprov|Undelivered Allowances}}:
::::(X)  
::::(X)  
:::::(1) the price (per Allowance) at which {{euaprov|Receiving Party}} is able so to purchase the relevant number of Allowances; less  
:::::(1) the price (per Allowance) at which {{euaprov|Receiving Party}} is able so to purchase the relevant number of Allowances; less  
:::::(2) (A) the {{euaprov|Allowance Purchase Price}} or {{euaprov|Allowance Strike Price}}, as applicable, for the {{euaprov|Undelivered Allowances}} set out in the relevant Confirmation plus, (B) in those circumstances in which the relevant termination of the parties’ obligations under “{{euaprov|Physical Settlement}}” occurs following a {{euaprov|Suspension Event}}, the {{euaprov|Close-out Cost of Carry Amount}}; multiplied by:
:::::(2) (A) the specified {{euaprov|Allowance Price}}for the {{euaprov|Undelivered Allowances}} set out in the relevant Confirmation plus, (B) in those circumstances in which the relevant termination of the parties’ obligations under “{{euaprov|Physical Settlement}}” occurs following a {{euaprov|Suspension Event}}, the {{euaprov|Close-out Cost of Carry Amount}}; multiplied by:
::::(Y) the number of Allowances to which such purchase relates; plus
::::(Y) the number of Allowances to which such purchase relates; plus
::::(Z) interest at the Default Rate for the period from (and including) the {{euaprov|Delivery Date}} to (but excluding) the date of termination in accordance with Part [7](d)(ii)(1)(B)(Failure to Deliver Not Remedied) on an amount equal to the product of the number of {{euaprov|Undelivered Allowances}} and an amount equal to the excess, if any, of the price determined pursuant to paragraph (2)(A)(I)(X)(1) above over the {{euaprov|Allowance Purchase Price}} or {{euaprov|Allowance Strike Price}}, as applicable; or
::::(Z) interest at the Default Rate from the {{euaprov|Delivery Date}} until the date of termination under Part [7](d)(ii)(1)(B)(Failure to Deliver Not Remedied) on the product of the number of {{euaprov|Undelivered Allowances}} and the excess, if any, of the price determined under paragraph (2)(A)(I)(X)(1) above over the {{euaprov|Allowance Purchase Price}} or {{euaprov|Allowance Strike Price}}, as applicable; or
:::(II) if in one or more arm’s length transactions {{euaprov|Receiving Party}}, using its reasonable efforts, is unable to purchase a number of Allowances equivalent to the {{euaprov|Undelivered Allowances}} to be delivered during the Buy-In Period:
:::(II) if in any arm’s length transactions {{euaprov|Receiving Party}}, using its reasonable efforts, is unable to purchase a number of Allowances equivalent to the {{euaprov|Undelivered Allowances}} to be delivered during the Buy-In Period:
::::(X) in respect of the number of Allowances for which {{euaprov|Receiving Party}} is able to effect a Buy-In during the Buy-In Period, an amount for such Allowances calculated in accordance with paragraph (I) above; and
::::(X) for the number of Allowances for which {{euaprov|Receiving Party}} is able to effect a Buy-In during the Buy-In Period, an amount for such Allowances calculated under paragraph (I) above; and
::::(Y) in respect of a number of Allowances equal to the number of {{euaprov|Undelivered Allowances}} minus the number of Allowances referred to in (II)(X) above (the “'''{{euaprov|Shortfall}}'''”), the sum of:
::::(Y) for a number of Allowances equal to the number of {{euaprov|Undelivered Allowances}} minus the number of Allowances referred to in (II)(X) above (the “'''{{euaprov|Shortfall}}'''”), the sum of:
:::::(a)
:::::(a)
::::::(I) the price (per {{euaprov|Allowance}}) at which {{euaprov|Receiving Party}}, using its reasonable efforts and in an arm’s length transaction, is able to purchase as soon as reasonably possible for delivery after the {{euaprov|Reconciliation Deadline}} a number of {{euaprov|Allowances}} (such {{euaprov|Allowances}} also being of the same {{euaprov|Allowance Type}} equal to the {{euaprov|Shortfall}}; less
::::::(I) the price (per {{euaprov|Allowance}}) at which {{euaprov|Receiving Party}}, using its reasonable efforts and in an arm’s length transaction, is able to purchase as soon as reasonably possible for delivery after the {{euaprov|Reconciliation Deadline}} a number of {{euaprov|Allowances}} (such {{euaprov|Allowances}} also being of the same {{euaprov|Allowance Type}} equal to the {{euaprov|Shortfall}}; less
::::::(II) the {{euaprov|Allowance Purchase Price}} or {{euaprov|Allowance Strike Price}}, as applicable, for the {{euaprov|Undelivered Allowances}} set out in the relevant {{euaprov|Confirmation}} plus, in those circumstances in which the relevant termination of the parties’ obligations under “{{euaprov|Physical Settlement}}” occurs following a {{euaprov|Suspension Event}}, the {{euaprov|Close-out Cost of Carry Amount}}; plus
::::::(II) the specified {{euaprov|Allowance Price}}for the {{euaprov|Undelivered Allowances}} set out in the relevant {{euaprov|Confirmation}} plus, in those circumstances in which the relevant termination of the parties’ obligations under “{{euaprov|Physical Settlement}}” occurs following a {{euaprov|Suspension Event}}, the {{euaprov|Close-out Cost of Carry Amount}}; plus
::::::(III) the {{euaprov|EEP Amount}}; multiplied by:
::::::(III) the {{euaprov|EEP Amount}}; multiplied by:
:::::(b) the {{euaprov|Shortfall}}; plus
:::::(b) the {{euaprov|Shortfall}}; plus
:::::(c) onterest at the {{euaprov|Default Rate}} for the period from (and including) the {{euaprov|Delivery Date}} to (but excluding) the date {{euaprov|Receiving Party}} is or would be able to purchase Allowances in accordance with paragraph (II)(Y)(a)(1) above on an amount equal to the product of the number of {{euaprov|Undelivered Allowances}} and an amount equal to the excess, if any, of the price determined pursuant to paragraph (II)(Y)(a)(1) above over the {{euaprov|Allowance Purchase Price}} or the {{euaprov|Allowance Strike Price}}, as applicable; and
:::::(c) onterest at the {{euaprov|Default Rate}} from the {{euaprov|Delivery Date}} until the date {{euaprov|Receiving Party}} is or would be able to purchase Allowances under paragraph (II)(Y)(a)(1) above on the product of the number of {{euaprov|Undelivered Allowances}} and the excess, if any, of the price determined under paragraph (II)(Y)(a)(1) above over the {{euaprov|Allowance Purchase Price}} or the {{euaprov|Allowance Strike Price}}, as applicable; and
::(B) such reasonable costs and expenses which {{euaprov|Receiving Party}} incurs as a direct result of {{euaprov|Delivering Party}}’s failure to deliver the {{euaprov|Shortfall}} to the extent that those costs and expenses are not reflected in paragraphs (A)(I) or (A)(II) above; or
::(B) such reasonable costs and expenses which {{euaprov|Receiving Party}} incurs as a direct result of {{euaprov|Delivering Party}}’s failure to deliver the {{euaprov|Shortfall}} to the extent that those costs and expenses are not reflected in paragraphs (A)(I) or (A)(II) above; or
:(3) if “{{euaprov|Failure to Deliver (Alternative Method)}}” is specified to be applicable in the Annex to this Part or the {{euaprov|Confirmation}} for an {{euaprov|EU Emissions Allowance Transaction}}, then, in respect of a failure to deliver a number of {{euaprov|Allowances}} (the number of {{euaprov|Allowances}} not so delivered being the “{{euaprov|RPRC Shortfall}}”), an amount equal to:
:(3) if “{{euaprov|Failure to Deliver (Alternative Method)}}” applies, then, for a failure to deliver a number of {{euaprov|Allowances}} (the number of {{euaprov|Allowances}} not so delivered being the “{{euaprov|RPRC Shortfall}}”):
::(A)
::(A)
:::(I) the price (per {{euaprov|Allowance}}) {{euaprov|Receiving Party}}, acting in a [[commercially reasonable manner]], does or would, in the determination of the {{euaprov|Calculation Agent}}, pay in an arm’s length transaction concluded in accordance with prevailing market practice on the {{euaprov|Final Delivery Date}} to purchase a number of {{euaprov|Allowances}} equivalent to the {{euaprov|RPRC Shortfall}} for delivery on the first {{euaprov|Delivery Business Day}} on which transactions concluded on the {{euaprov|Delivery Date}} would be settled in accordance with prevailing market practice; less
:::(I) the price (per {{euaprov|Allowance}}) {{euaprov|Receiving Party}}, acting in a [[commercially reasonable manner]], does or would, in the determination of the {{euaprov|Calculation Agent}}, pay in an arm’s length transaction concluded under prevailing market practice on the {{euaprov|Final Delivery Date}} to purchase a number of {{euaprov|Allowances}} equivalent to the {{euaprov|RPRC Shortfall}} for delivery on the first {{euaprov|Delivery Business Day}} on which transactions concluded on the {{euaprov|Delivery Date}} would be settled under prevailing market practice; less
:::(II) the {{euaprov|Allowance Purchase Price}} or {{euaprov|Allowance Strike Price}}, as applicable, as set out in the {{isdaprov|Confirmation}} for such {{euaprov|EU Emissions Allowance Transaction}} plus, in those circumstances in which the relevant termination of the parties’ obligations under “{{euaprov|Physical Settlement}}” occurs following a {{euaprov|Suspension Event}}, the {{euaprov|Close-out Cost of Carry Amount}}; multiplied by:
:::(II) the specified {{euaprov|Allowance Price}}as set out in the {{isdaprov|Confirmation}} for such {{euaprov|EU Emissions Allowance Transaction}} plus, in those circumstances in which the relevant termination of the parties’ obligations under “{{euaprov|Physical Settlement}}” occurs following a {{euaprov|Suspension Event}}, the {{euaprov|Close-out Cost of Carry Amount}}; multiplied by:
::(B) the {{euaprov|RPRC Shortfall}}; plus
::(B) the {{euaprov|RPRC Shortfall}}; plus
::(C) interest at the {{euaprov|Default Rate}} for the period from (and including) the {{euaprov|Delivery Date}} to (but excluding) the {{euaprov|Final Delivery Date}} on an amount equal to the product of the {{euaprov|Allowance Purchase Price}} or the {{euaprov|Allowance Strike Price}}, as applicable, and the {{euaprov|RPRC Shortfall}}. <br>
::(C) interest at the {{euaprov|Default Rate}} from the {{euaprov|Delivery Date}} until the {{euaprov|Final Delivery Date}} on the product of the {{euaprov|Allowance Purchase Price}} or the {{euaprov|Allowance Strike Price}}, as applicable, and the {{euaprov|RPRC Shortfall}}. <br>
'''{{euaprov|Reconciliation Deadline}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}}, 30th April in each calendar year in respect of the preceding calendar year or such later date in each year as may be determined in accordance with the {{euaprov|Scheme}} for the surrender of {{euaprov|Allowances}} pursuant to the {{euaprov|Scheme}}. <br>
'''{{euaprov|Reconciliation Deadline}}''': Means 30th April in each calendar year for the preceding calendar year or such later date in each year as may be determined under the {{euaprov|Scheme}} for the surrender of {{euaprov|Allowances}} under the {{euaprov|Scheme}}. <br>
'''{{euaprov|Registries Regulation}}''': Means the Commission Regulation (EU) no. 389/2013 of 2 May 2013 establishing a {{euaprov|Union Registry}} pursuant to the {{euaprov|Directive}} 2003/87/EC of the European Parliament and of the Council, Decisions No.280/2004/EC and No. 406/2009/EC of the European Parliament and of the Council and repealing Commission Regulation (EU) No. 920/2010 and No. 1193/2011, as amended from time to time. <br>
'''{{euaprov|Registries Regulation}}''': Means the Commission Regulation (EU) no. 389/2013 of 2 May 2013 establishing a {{euaprov|Union Registry}} under the {{euaprov|Directive}} 2003/87/EC of the European Parliament and of the Council, Decisions No.280/2004/EC and No. 406/2009/EC of the European Parliament and of the Council and repealing Commission Regulation (EU) No. 920/2010 and No. 1193/2011, as amended from time to time. <br>
'''{{euaprov|Registry}}''': Means the registry established by a Member State, a non-Member State or the EU, in accordance with the {{euaprov|International Rules}}, in order to ensure the accurate accounting of the issue, holding, transfer, acquisition, surrender, cancellation and replacement of {{euaprov|Allowances}}. [[For the avoidance of doubt]], references to a {{euaprov|Registry}} shall include the {{euaprov|Union Registry}} and the {{euaprov|Holding Account}}s within the {{euaprov|Union Registry}} that are under the jurisdiction of a single {{euaprov|National Administrator}} designated by a Member State and will together be [[deemed]], for the purpose of this Part, to be a {{euaprov|Registry}} for that Member State. <br>
'''{{euaprov|Registry}}''': Means the registry established by a Member State, a non-Member State or the EU, under the {{euaprov|International Rules}}, in order to ensure the accurate accounting of the issue, holding, transfer, acquisition, surrender, cancellation and replacement of {{euaprov|Allowances}}. [[For the avoidance of doubt]], references to a {{euaprov|Registry}} shall include the {{euaprov|Union Registry}} and the {{euaprov|Holding Account}}s within the {{euaprov|Union Registry}} that are under the jurisdiction of a single {{euaprov|National Administrator}} designated by a Member State and will together be [[deemed]], for the purpose of this Annex, to be a {{euaprov|Registry}} for that Member State. <br>
'''{{euaprov|Registry Operation}}''': Means, other than by reason of the occurrence of an {{euaprov|Administrator Event}}:
'''{{euaprov|Registry Operation}}''': Means, other than by reason of the occurrence of an {{euaprov|Administrator Event}}:
:(a) the establishment of and continuing functioning of the {{euaprov|Relevant Registry}};
:(a) the establishment of and continuing functioning of the {{euaprov|Relevant Registry}};
:(b) the establishment of and continuing functioning of the {{euaprov|EUTL}}; and/or
:(b) the establishment of and continuing functioning of the {{euaprov|EUTL}}; or
:(c) the establishment of and continuing functioning of the link between each of the {{euaprov|Relevant Registry}} and the {{euaprov|EUTL}}. <br>
:(c) the establishment of and continuing functioning of the link between each of the {{euaprov|Relevant Registry}} and the {{euaprov|EUTL}}. <br>
'''{{euaprov|Relevant Authority}}''': Means any authority having power pursuant to the {{euaprov|Directive}} [[and/or]] the {{euaprov|Registries Regulation}} to administer the {{euaprov|Scheme}}, including the {{euaprov|Central Administrator}} and each {{euaprov|National Administrator}} as those terms are defined in the {{euaprov|Registries Regulation}}. <br>
'''{{euaprov|Relevant Authority}}''': Means any authority having power under the {{euaprov|Directive}} or the {{euaprov|Registries Regulation}} to administer the {{euaprov|Scheme}}, including the {{euaprov|Central Administrator}} and each {{euaprov|National Administrator}} as those terms are defined in the {{euaprov|Registries Regulation}}. <br>
'''{{euaprov|Relevant Registry}}''': Means the {{euaprov|Registry}} through which a party is obliged to perform a delivery or acceptance obligation under and in accordance with an {{euaprov|EU Emissions Allowance Transaction}}. Where a party has specified more than one {{euaprov|Specified Holding Account}} for delivery or acceptance purposes, the {{euaprov|Relevant Registry}} shall be identified in accordance with Part {{euaprov|(d)(i)(2)}}(C). <br>
'''{{euaprov|Relevant Registry}}''': Means the {{euaprov|Registry}} through which a party is obliged to perform a delivery or acceptance obligation under an {{euaprov|EU Emissions Allowance Transaction}}. Where a party has specified more than one {{euaprov|Specified Holding Account}} for delivery or acceptance purposes, the {{euaprov|Relevant Registry}} shall be identified under Part {{euaprov|(d)(i)(2)}}(C). <br>
'''{{euaprov|RPRC Shortfall}}''': Has the meaning given to such term in the definition of {{euaprov|Receiving Party’s Replacement Cost}} in this Part {{euaprov|(e)}} (''{{euaprov|Defined Terms and Interpretation}}''). <br>
'''{{euaprov|RPRC Shortfall}}''' is defined inthe definition of {{euaprov|Receiving Party’s Replacement Cost}} in this Annex {{euaprov|(e)}} (''{{euaprov|Defined Terms and Interpretation}}''). <br>
'''{{euaprov|Scheme}}''': Means the scheme for transferring {{euaprov|Allowances}} established pursuant to the {{euaprov|Directive}} and the {{euaprov|Registries Regulation}}, and as implemented by the national laws of {{euaprov|Member States}}. <br>
'''{{euaprov|Scheme}}''': Means the scheme for transferring {{euaprov|Allowances}} established under the {{euaprov|Directive}} and the {{euaprov|Registries Regulation}}, and as implemented by the national laws of {{euaprov|Member States}}. <br>
'''{{euaprov|Seller}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}}, the party specified as such in the related {{isdaprov|Confirmation}}. <br>
'''{{euaprov|Seller}}''': Means the party specified as such in the related {{isdaprov|Confirmation}}. <br>
'''{{euaprov|Seller Business Day}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}} which is an {{euaprov|Allowance Option Transaction}}, any day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the city in which Seller is located for purposes of receiving notices. <br>
'''{{euaprov|Seller Business Day}}''': Means, for an {{euaprov|EU Emissions Allowance Transaction}} which is an {{euaprov|Allowance Option Transaction}}, any day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the city in which Seller is located for purposes of receiving notices. <br>
'''{{euaprov|Settlement Disruption Event}}''': Means [[an event or circumstance]] beyond the control of the party affected that cannot, after the use of [[all reasonable efforts]], be overcome and which makes it impossible for that party to perform its obligations either to deliver or to accept {{euaprov|Allowances}} in accordance with the terms of an {{euaprov|EU Emissions Allowance Transaction}}.
'''{{euaprov|Settlement Disruption Event}}''': Means [[an event or circumstance]] beyond the control of the party affected that cannot, after the use of [[all reasonable efforts]], be overcome and which makes it impossible for that party to perform its obligations either to deliver or to accept {{euaprov|Allowances}} under the terms of an {{euaprov|EU Emissions Allowance Transaction}}.


[[For the avoidance of doubt]], the inability of a party to deliver {{euaprov|Allowances}} as a result of insufficient {{euaprov|Allowances}} in the relevant {{euaprov|Specified Holding Account}}, whether caused by the low or non-allocation of {{euaprov|Allowances}} by a Member State or any other state, the delay or failure of a Member State or {{euaprov|Central Administrator}} to replace {{euaprov|Allowances}} of the {{euaprov|Third Compliance Period}} with {{euaprov|Allowances}} for the {{euaprov|Fourth Compliance Period}}, or the failure of a party to procure sufficient {{euaprov|Allowances}} to meet its delivery obligations, shall not constitute a {{euaprov|Settlement Disruption Event}}. This is not an exhaustive list of events which will not constitute a {{euaprov|Settlement Disruption Event}} and is provided [[for the avoidance of doubt]] only.
[[For the avoidance of doubt]], the inability of a party to deliver {{euaprov|Allowances}} because of insufficient {{euaprov|Allowances}} in the relevant {{euaprov|Specified Holding Account}}, whether caused by the low or non-allocation of {{euaprov|Allowances}} by a Member State or any other state, the delay or failure of a Member State or {{euaprov|Central Administrator}} to replace {{euaprov|Allowances}} of the {{euaprov|Third Compliance Period}} with {{euaprov|Allowances}} for the {{euaprov|Fourth Compliance Period}}, or the failure of a party to procure sufficient {{euaprov|Allowances}} to meet its delivery obligations, shall not constitute a {{euaprov|Settlement Disruption Event}}. This is not an exhaustive list of events which will not constitute a {{euaprov|Settlement Disruption Event}} and is provided [[for the avoidance of doubt]] only.
   
   
If an [[an event or circumstance|event or circumstance]] which would otherwise [[constitute]] or give rise to a {{euaprov|Settlement Disruption Event}} also [[constitute]]s a {{euaprov|Suspension Event}}, it will be treated as a {{euaprov|Suspension Event}} and will not constitute a {{euaprov|Settlement Disruption Event}}.<br>
If an [[an event or circumstance|event or circumstance]] which would otherwise [[constitute]] or give rise to a {{euaprov|Settlement Disruption Event}} also [[constitute]]s a {{euaprov|Suspension Event}}, it will be treated as a {{euaprov|Suspension Event}} and will not constitute a {{euaprov|Settlement Disruption Event}}.<br>
'''{{euaprov|Shortfall}}''': Has the meaning given to such term in the definition of {{euaprov|Receiving Party’s Replacement Cost}} in this Part {{euaprov|(e)}} (''{{euaprov|Defined Terms and Interpretation}}''). <br>
'''{{euaprov|Shortfall}}''' is defined inthe definition of {{euaprov|Receiving Party’s Replacement Cost}} in this Annex {{euaprov|(e)}} (''{{euaprov|Defined Terms and Interpretation}}''). <br>
'''{{euaprov|Specified Compliance Period}}''': Means, in respect of an {{euaprov|Allowance}} and an {{euaprov|EU Emissions Allowance Transaction}}, the period as specified in the {{isdaprov|Confirmation}} for the relevant {{euaprov|EU Emissions Allowance Transaction}}. <br>
'''{{euaprov|Specified Compliance Period}}''': Means, for an {{euaprov|Allowance}} and an {{euaprov|EU Emissions Allowance Transaction}}, the period as specified in the {{isdaprov|Confirmation}} for the relevant {{euaprov|EU Emissions Allowance Transaction}}. <br>
'''{{euaprov|Specified Holding Account}}''': Means, in respect of a party and an {{euaprov|EU Emissions Allowance Transaction}}, the {{euaprov|Holding Account}}s (if any) specified as such in respect of such party (i) in the Confirmation for the relevant {{euaprov|EU Emissions Allowance Transaction}}; or (ii) where no such accounts are specified in accordance with (i), in the Annex to this Part; in either case in accordance with Part {{euaprov|(d)(xii)}}(1)(A) or Part {{euaprov|(d)(xii)}}(2)(A) (as applicable) and subject to modification in accordance with Part {{euaprov|(d)(xii)}}(1)(B) and Part {{euaprov|(d)(xii)}}(2)(B). <br>
'''{{euaprov|Specified Holding Account}}''': Means, for a party and an {{euaprov|EU Emissions Allowance Transaction}}, the {{euaprov|Holding Account}}s (if any) specified as such for such party (i) in the Confirmation for the relevant {{euaprov|EU Emissions Allowance Transaction}}; or (ii) where no such accounts are specified under (i), in the Annex to this Annex; in either case under Part {{euaprov|(d)(xii)}}(1)(A) or Part {{euaprov|(d)(xii)}}(2)(A) (as applicable) and subject to modification under Part {{euaprov|(d)(xii)}}(1)(B) and Part {{euaprov|(d)(xii)}}(2)(B). <br>
'''{{euaprov|Suspension Event}}''': Means any date a party to the Agreement is unable to perform its delivery or acceptance obligations under and in accordance with an {{euaprov|EU Emissions Allowance Transaction}} and the Scheme through a {{euaprov|Relevant Registry}} as a result of the occurrence of any of the following events:
'''{{euaprov|Suspension Event}}''': Means any date a party to the Agreement is unable to perform its delivery or acceptance obligations under an {{euaprov|EU Emissions Allowance Transaction}} and the Scheme through a {{euaprov|Relevant Registry}} following any of the following events:
:(i) absence of {{euaprov|Registry Operation}}; or
:(i) absence of {{euaprov|Registry Operation}}; or
:(ii) the occurrence of an {{euaprov|Administrator Event}}.
:(ii) the occurrence of an {{euaprov|Administrator Event}}.
'''{{euaprov|Trade Date}}''': Means, in respect of an {{euaprov|EU Emissions Allowance Transaction}}, the date specified in the related {{isdaprov|Confirmation}}. <br>
'''{{euaprov|Trade Date}}''':will be specified in the {{isdaprov|Confirmation}}. <br>
'''{{euaprov|Third Compliance Period}}''': Means, in respect of {{euaprov|EU Allowances}} and {{euaprov|AEU Allowances}}, the period referred to in Article 16 of the {{euaprov|Directive}} 2009/29/EC starting 1 January 2013 to 31 December 2020. <br>
'''{{euaprov|Third Compliance Period}}''': Means the period referred to in Article 16 of the {{euaprov|Directive}} 2009/29/EC starting 1 January 2013 to 31 December 2020. <br>
'''{{euaprov|Unauthorised Transfer}}''': Means the transfer by debiting of any {{euaprov|Allowance}} from an account holder’s {{euaprov|Holding Account}} and the crediting of a {{euaprov|Holding Account}} of another person, where such transfer is not initiated by the relevant authorised representative or additional authorised representative (as referred to in the {{euaprov|Registries Regulation}}) of the first account holder. <br>
'''{{euaprov|Unauthorised Transfer}}''': Means the transfer by debiting of any {{euaprov|Allowance}} from an account holder’s {{euaprov|Holding Account}} and the crediting of a {{euaprov|Holding Account}} of another person, where such transfer is not initiated by the relevant authorised representative or additional authorised representative (as referred to in the {{euaprov|Registries Regulation}}) of the first account holder. <br>
'''{{euaprov|Undelivered Allowances}}''': Has the meaning given to such term in the definition of {{euaprov|Receiving Party’s Replacement Cost}} in this Part {{euaprov|(e)}} (''{{euaprov|Defined Terms and Interpretation}}''). <br>
'''{{euaprov|Undelivered Allowances}}''' is defined in the definition of {{euaprov|Receiving Party’s Replacement Cost}} in this Annex {{euaprov|(e)}} (''{{euaprov|Defined Terms and Interpretation}}''). <br>
'''{{euaprov|Union Registry}}''': Means the {{euaprov|Registry}} referred to as the “Community Registry” in Article 19(1) of the {{euaprov|Directive}}. <br>
'''{{euaprov|Union Registry}}''': Means the {{euaprov|Registry}} referred to as the “Community Registry” in Article 19(1) of the {{euaprov|Directive}}. <br>
'''{{euaprov|VAT}}''': Has the meaning given to such term in Part {{euaprov|(d)(viii)}} (''{{euaprov|Value Added Taxes}}''). <br>
'''{{euaprov|VAT}}'''is defined in {{euaprov|(d)(viii)}} (''{{euaprov|Value Added Taxes}}''). <br>
'''{{euaprov|VAT Amount}}''': Has the meaning given to such term in Part {{euaprov|(d)(viii)}} (''{{euaprov|Value Added Taxes}}''). <br>
'''{{euaprov|VAT Amount}}'''is defined in {{euaprov|(d)(viii)}} (''{{euaprov|Value Added Taxes}}''). <br>
'''{{euaprov|VAT Invoice}}''': Has the meaning given to such term in Part {{euaprov|(d)(viii)}} (''{{euaprov|Value Added Taxes}}''). <br>
'''{{euaprov|VAT Invoice}}'''is defined in {{euaprov|(d)(viii)}} (''{{euaprov|Value Added Taxes}}''). <br>
'''{{euaprov|VAT Jurisdiction}}''': Means, in respect of a party and an {{euaprov|EU Emissions Allowance Transaction}}, the place specified as such in the related {{isdaprov|Confirmation}} or, if a place is not so specified, the place specified in the Annex to this Part as the {{euaprov|VAT Jurisdiction}} for such party. <br>
'''{{euaprov|VAT Jurisdiction}}''': Means, for a party and an {{euaprov|EU Emissions Allowance Transaction}}, the place specified as such in the related {{isdaprov|Confirmation}} or, if a place is not so specified, the place specified in the Annex to this Annex as the {{euaprov|VAT Jurisdiction}} for such party. <br>
'''{{euaprov|Written Confirmation}}''': Means, in respect of a party and an {{euaprov|EU Emissions Allowance Transaction}} which is an {{euaprov|Allowance Option Transaction}}, if “{{euaprov|Written Confirmation}}” is specified to be applicable or if demanded by {{euaprov|Seller}} (which demand, notwithstanding any provisions regarding notice applicable to the {{euaprov|Allowance Option Transaction}}, may be given orally (including by telephone)), {{euaprov|Buyer}} shall execute a written confirmation (including by facsimile transmission) confirming the substance of the {{euaprov|Notice of Exercise}} and deliver the same to {{euaprov|Seller}}. {{euaprov|Buyer}} shall cause such executed written confirmation to be received by {{euaprov|Seller}} within one {{euaprov|Seller Business Day}} following the date that the {{euaprov|Notice of Exercise}} or {{euaprov|Seller}}’s demand, as the case may be, becomes effective. <br>
'''{{euaprov|Written Confirmation}}''': Means, for a party and an {{euaprov|EU Emissions Allowance Transaction}} which is an {{euaprov|Allowance Option Transaction}}, if “{{euaprov|Written Confirmation}}” applies or if demanded by {{euaprov|Seller}} (which demand, notwithstanding any provisions regarding notice applicable to the {{euaprov|Allowance Option Transaction}}, may be given orally (including by telephone)), {{euaprov|Buyer}} shall execute a written confirmation (including by facsimile transmission) confirming the substance of the {{euaprov|Notice of Exercise}} and deliver the same to {{euaprov|Seller}}. {{euaprov|Buyer}} shall cause such executed written confirmation to be received by {{euaprov|Seller}} within one {{euaprov|Seller Business Day}} following the date that the {{euaprov|Notice of Exercise}} or {{euaprov|Seller}}’s demand, as the case may be, becomes effective. <br>

Revision as of 14:15, 13 July 2022

(a) Scope

This Annex applies to Transactions that specify the Fourth Compliance Period as the applicable “Specified Compliance Period” (“EU Emissions Allowance Transaction”s). 

(b) ISDA Definitions
The 2006 ISDA Definitions, are incorporated into this Annex. If there is any inconsistency between them and this Annex, this Annex will govern.
(c) Multiple Delivery Dates
If there is more than one Delivery Date and each such Delivery Date has a specified:

(i) a Payment Date;
(ii) an Allowance Purchase Price;
(iii) the Allowance Type (and Specified Compliance Period); and
(iv) the Number of Allowances,

the relevant EU Emissions Allowance Transaction will consist of a number of EU Emissions Allowance Transactions: each corresponding with one of the specified Delivery Dates, and having the Payment Date, Allowance Purchase Price, Allowance Type (and Specified Compliance Period) and Number of Allowances specified in that Confirmation for that Delivery Date.
(d) Terms
For each EU Emissions Allowance Transaction:
(d)(i) Physical Settlement
(d)(i)(1) Settlement

(A) Allowance Forward Transactions: on the Payment Date, Buyer must pay to Seller the Allowance Purchase Price multiplied by the Number of Allowances and on the Delivery Date Seller must deliver to Buyer the Allowances to be Delivered and Buyer must accept the Allowances to be Delivered.
(B) Allowance Option Transactions: for each Exercise Date, on the relevant Payment Date Receiving Party must pay to Delivering Party the Allowance Strike Price multiplied by the Number of Allowances to be Delivered and on the relevant Delivery Date Delivering Party must deliver to Receiving Party the Allowances to be Delivered, and Receiving Party must accept the Allowances to be Delivered.

(d)(i)(2) Delivery

(A) Any obligation of Delivering Party to deliver Allowances under an EU Emissions Allowance Transaction may be discharged by the completed transfer of those Allowances from a Holding Account of Delivering Party under the Scheme. A transfer will be completed when the relevant Allowances are received at the relevant Specified Holding Account of Receiving Party, whereupon risk of loss of Allowances transfers from Delivering Party to Receiving Party.
(B) Notwithstanding Part (d)(i)(2)(A) above, if Delivering Party has any Specified Holding Accounts for the relevant EU Emissions Allowance Transaction, Delivering Party’s obligation to deliver Allowances under an EU Emissions Allowance Transaction shall be limited to an obligation to deliver from any such Specified Holding Account of Delivering Party to the relevant Specified Holding Account of Receiving Party.
(C) Where Receiving Party has more than one Specified Holding Account for an EU Emissions Allowance Transaction, such Specified Holding Accounts are set out in order of preference. Delivering Party must deliver the Allowances to be Delivered to the first listed Specified Holding Account of Receiving Party on the Delivery Date unless, for such Receiving Party’s Specified Holding Account, it is prevented from so doing by an event or circumstance that would be a Settlement Disruption Event or a Suspension Event if the first listed Specified Holding Account of Receiving Party were the only Specified Holding Account so listed. In such circumstances, this paragraph will apply iteratively to the next listed Receiving Party’s Specified Holding Account (if any).
(D) If a transfer of Allowances is completed after 4:00 p.m., Central European Time, on a Delivery Business Day or at any time on any day other than a Delivery Business Day, then those Allowances will be deemed to have been delivered at 10:00 a.m., Central European Time, on the next following Delivery Business Day. If a transfer of Allowances is completed before 10:00 a.m., Central European Time, on a Delivery Business Day, then those Allowances will be deemed to have been delivered at 10:00 a.m., Central European Time, on that day.

(d)(i)(3) Netting: If on any date Allowances of the same Allowance Type and Specified Compliance Period would otherwise be deliverable for two or more EU Emissions Allowance Transactions by each party to the other and, if applicable, between the same pair of Holding Accounts of the parties, then, on such date, each party’s obligation to make delivery of any such Allowances will be automatically satisfied and discharged and, if the aggregate amount of Allowances that would otherwise have been deliverable by one party exceeds the aggregate amount of Allowances that would otherwise have been deliverable by the other party, replaced by an obligation upon the party by which the larger aggregate amount would have been deliverable to deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount.
(d)(i)(4) Settlement Disruption Event

(A) Notification ofSettlement Disruption Event: If there is a Settlement Disruption Event, either party may notify the other party in writing of the commencement of the Settlement Disruption Event and the EU Emissions Allowance Transaction(s) affected by that Settlement Disruption Event. Where the notification is from the party affected by the Settlement Disruption Event, to the extent available to such party, it shall also provide details of the Settlement Disruption Event and a non-binding estimate of the extent and the expected duration of its inability to perform its obligations due to the Settlement Disruption Event.
(B) Effect of Settlement Disruption Event: If a Settlement Disruption Event occurs, the obligations of both parties which would otherwise be required to be performed with respect to the EU Emissions Allowance Transaction(s) affected by the Settlement Disruption Event will be suspended for the duration of the Settlement Disruption Event and, subject to (d)(i)(4)(D) (Continuing Settlement Disruption Event) below, will not be required to be performed until the Settlement Disruption Event is overcome or ceases to exist. During the continuation of the Settlement Disruption Event, the party affected by the Settlement Disruption Event shall continue to use all reasonable endeavours to overcome the Settlement Disruption Event.
(C) Settlement Disruption Event Delayed Performance: Subject to Part (d)(i)(4)(D)(Continuing Settlement Disruption Event) below, upon the Settlement Disruption Event being overcome or ceasing to subsist, both parties will be required, promptly but by the second Delivery Business Day following the date upon which the Settlement Disruption Event has been overcome or ceases to exist, to resume full performance of their obligations under this Agreement for the relevant EU Emissions Allowance Transaction(s) (including, for the avoidance of doubt, any suspended obligations).
(D) Continuing Settlement Disruption Event: for an EU Emissions Allowance Transaction affected by a Settlement Disruption Event, where the Settlement Disruption Event continues:
(I) during the period ending 9 Delivery Business Days after the original date that, but for the Settlement Disruption Event, would have been the Delivery Date for an EU Emissions Allowance Transaction; or
(II) if such 9 Delivery Business Day period would end after the Reconciliation Deadline on or immediately following the original date that, but for the Settlement Disruption Event, would have been the Delivery Date for an EU Emissions Allowance Transaction, during the period ending on that Reconciliation Deadline; or
(III) if such 9 Delivery Business Day period would end after the day that is 3 Delivery Business Days preceding the End of Phase Reconciliation Deadline on or immediately following the original date that, but for the Settlement Disruption Event, would have been the Delivery Date for an EU Emissions Allowance Transaction, during the period ending on the day that is 3 Delivery Business Days preceding that End of Phase Reconciliation Deadline,
then on that 9th Delivery Business Day, Reconciliation Deadline or day that is 3 Delivery Business Days preceding the End of Phase Reconciliation Deadline (as the case may be), an [Additional Termination Event][Illegality][1] will have occurred for which the relevant EU Emissions Allowance Transaction is the sole Affected Transaction, both parties are Affected Parties[, no Waiting Period will apply] and, if an Early Termination Date results from that Termination Event, then, for purposes of determining any amount payable under Section 6(e) for that Early Termination Date:
(i) if “Payment on Termination for Settlement Disruption” applies, it will be deemed that the requirement to perform the suspended obligations resumed on the Early Termination Date; or
(ii) if “Payment on Termination for Settlement Disruption” does not applyit will be deemed that the parties had no further delivery or payment obligations for the EU Emissions Allowance Transaction after the occurrence of the Settlement Disruption Event (other than for any payment due by one party in connection with delivery obligations already performed by the other party); provided, however, that
(i) Delivering Party must promptly refund to Receiving Party any amount that may have been paid by Receiving Party for the EU Emissions Allowance Transaction that is an Allowance Forward Transaction or a Call and
(ii) Receiving Party must promptly refund to Delivering Party any amount that may have been paid by Delivering Party for an EU Emissions Allowance Transaction that is a Put (in each case, other than for delivered Allowances) together with interest on that amount in the same currency as that amount from the date that amount was paid until the date of termination of such EU Emissions Allowance Transaction, at the rate certified by the party required to refund the amount to be a rate offered to such party by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by that party for purposes of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in the relevant market.

(d)(i)(5) Suspension Event

(A) Notification of Suspension Event: If there is a Suspension Event, the affected party must, as soon as reasonably practicable, notify the other party in writing. To the extent available to the party affected by the Suspension Event, it shall also provide details of the Suspension Event including a non-binding estimate of the duration of its inability to perform its obligations due to the Suspension Event.
(B) Effect of Suspension Event: Where a Suspension Event occurs, the obligations of both parties which would otherwise be required to be performed with respect to the EU Emissions Allowance Transaction(s) affected by the Suspension Event will be suspended for the duration of the Suspension Event and, subject to Part (d)(i)(5)(D)(Continuing Suspension Event) below, will not be required to be performed until the Suspension Event ceases to exist.
(C) Suspension Event Delayed Performance: Subject to Part (d)(i)(5)(D)(Continuing Suspension Event) below, upon the Suspension Event ceasing to exist, both parties will be required to resume full performance of their obligations under this Agreement for the relevant EU Emissions Allowance Transaction (including, for the avoidance of doubt, any suspended obligations) as soon as possible but no later than the day that is the earlier of: (i) the tenth Delivery Business Day following the date on which the Suspension Event ceases to exist; and (ii) 3 Delivery Business Days prior to the End of Phase Reconciliation Deadline (the “Delayed Delivery Date”).
If the Allowances to be Delivered are delivered to Receiving Party by the Delayed Delivery Date following the occurrence of a Suspension Event as contemplated by Part (d)(i)(5)(B)(Effect of a Suspension Event) above, Receiving Party agrees to pay Delivering Party on the Delayed Payment Date:
(I) for the purposes of an Allowance Forward Transaction, the sum of: (X) Allowance Purchase Price multiplied by the Number of Allowances delivered by the relevant Delayed Delivery Date; and (Y) the Cost of Carry Amount; or
(II) for the purposes of an Allowance Option Transaction, the sum of: (X) the Allowance Strike Price multiplied by the Number of Allowances delivered by the relevant Delayed Delivery Date; and (Y) the Cost of Carry Amount.
For the avoidance of doubt, the Cost of Carry Amount shall be identified in the relevant VAT Invoice sent to Receiving Party.
(D) Continuing Suspension Event: Where:
(I) a Suspension Event continues to exist on the Long-Stop Date, then an [Additional Termination Event]/[Illegality] will have occurred for which the relevant EU Emissions Allowance Transaction is the sole Affected Transaction [,]/[and] both parties are Affected Parties [and no Waiting Period will apply]. The parties agree that the Long-Stop Date will be the Early Termination Date for the purposes of the relevant EU Emissions Allowance Transaction. For purposes of determining any amount payable under Section 6(e) for that Early Termination Date, it will be deemed that the parties had no further delivery or payment obligations for the EU Emissions Allowance Transaction after the occurrence of the Suspension Event (other than for any payment due by one party in connection with delivery obligations already performed by the other party); provided, however, that (i) Delivering Party must promptly refund to Receiving Party any amount that may have been paid by Receiving Party for the EU Emissions Allowance Transaction that is an Allowance Forward Transaction or a Call and (ii) Receiving Party must promptly refund to Delivering Party any amount that may have been paid by Delivering Party for an EU Emissions Allowance Transaction that is a Put (in each case, other than for delivered Allowances) together with interest on that amount in the same currency as that amount from the date that amount was paid until the date of termination of such EU Emissions Allowance Transaction, at the rate certified by the party required to refund the amount to be a rate offered to such party by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by that party for purposes of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in the relevant market.

(d)(ii) Failure to Deliver.
(d)(ii)(1) Failure to Deliver by Delivering Party
If the failure to deliver occurs other than because of the failure of Receiving Party to comply with the Requirements under the Scheme as specified below, the existence of an Illegality, the existence of a Settlement Disruption Event, the existence of a Suspension Event or an abandonment of the Scheme as described in Part [7](d)(iv)(1), the Payment Date will be postponed and Receiving Party may, by notice to Delivering Party, require Delivering Party to remedy such failure, and the following provisions shall apply.

(A) Failure to Deliver Remedied: If Delivering Party delivers the Allowances to be Delivered by the Final Delivery Date:
(X) for an Allowance Forward Transaction, Receiving Party must pay to Delivering Party on the Payment Date the Allowance Purchase Price multiplied by the Number of Allowances and, for an Allowance Option Transaction, Receiving Party must pay to Delivering Party on the Payment Date the Allowance Strike Price multiplied by the number of Allowances to be Delivered (and, in each case, for purposes of determining the Payment Date, the date of actual delivery will be the Delivery Date); and
(Y) Delivering Party must pay to Receiving Party on the Payment Date (determined under Part [7](d)(ii)(1)(A)(X) above) interest on the number of Allowances that were required to be delivered on the Delivery Date (but which were not delivered on such date) multiplied by either the Allowance Purchase Price (for an Allowance Forward Transaction) or the Allowance Strike Price (for an Allowance Option Transaction) from the original Delivery Date until the date of actual delivery at the Default Rate.
(B) Failure to Deliver Not Remedied: If the failure is not remedied by the Final Delivery Date:
(X) if “Excess Emissions Penalty” is specified not to be applicable in the Annex to this Annex or the Confirmation for the relevant EU Emissions Allowance Transaction, or if “Excess Emissions Penalty” applies and an EEP Risk Period is specified in that Confirmation but the Delivery Date does not fall within that EEP Risk Period, Receiving Party may, by written notice to Delivering Party, terminate the parties’ obligations under “Physical Settlement” above and Delivering Party must pay to Receiving Party an amount determined under paragraph (1) of Receiving Party’s Replacement Cost (if a positive number) on the first succeeding Business Day, adjusted to take into account any amount previously paid (which, for the avoidance of doubt, shall not include any Premium paid by the Buyer for an Allowance Option Transaction) by Receiving Party to Delivering Party for the relevant EU Emissions Allowance Transaction; or
(Y) if “Excess Emissions Penalty” applies and, if an EEP Risk Period is specified in the Confirmation for the relevant EU Emissions Allowance Transaction, the Delivery Date falls within that EEP Risk Period for the relevant EU Emissions Allowance Transaction, Receiving Party may, by written notice to Delivering Party, terminate the parties’ obligations under “Physical Settlement” above and Delivering Party must pay to Receiving Party an amount determined under paragraph (2) of Receiving Party’s Replacement Cost (if a positive number) on the first Business Day following the day on which Receiving Party is able to effect a Buy-In (which may be a Buy-In, on any such date, of less than the entire number of Undelivered Allowances) if and to the extent that paragraphs (2)(A)(I) or (2)(A)(II)(X) of Receiving Party’s Replacement Cost apply, or the first Business Day following the day on which Receiving Party is able to effect a purchase of Allowances under paragraph (2)(A)(II)(Y) of Receiving Party’s Replacement Cost, if and to the extent that paragraph applies, in either case adjusted to take into account any amount previously paid (which, for the avoidance of doubt, shall not include any Premium paid by the Buyer for an Allowance Option Transaction) by Receiving Party to Delivering Party for the EU Emissions Allowance Transaction; or
(Z) if “Failure to Deliver (Alternative Method)” applies:
(aa) Delivering Party must pay to Receiving Party, on the first succeeding Business Day, an amount determined under paragraph (3) of Receiving Party’s Replacement Cost (if a positive number), adjusted to take into account any amount previously paid (which, for the avoidance of doubt, shall not include any Premium paid by the Buyer for an Allowance Option Transaction) by Receiving Party to Delivering Party for the relevant EU Emissions Allowance Transaction, and upon payment of such amount, Delivering Party’s obligation to deliver to Receiving Party the Allowances to be Delivered shall be fully discharged and terminated; and
(bb) if “Excess Emissions Penalty” applies, Delivering Party must pay to Receiving Party the amount, if any, determined under Part [7] (d)(xi)(Failure to Deliver (Alternative Method) – EEP Applicable) below on the date determined under those provisions.
(2) Failure to Comply by Receiving Party: If the failure to deliver occurs because of the failure of Receiving Party to comply with the Requirements under the Scheme as specified below, the Payment Date will be postponed and Delivering Party may, by notice to Receiving Party, require Receiving Party so to comply, and the following provisions shall apply.
(A) Failure to Comply Remedied: If Receiving Party complies by the Final Compliance Date:
(X) Delivering Party must deliver to Receiving Party the Allowances to be Delivered and, for an Allowance Forward Transaction, Receiving Party must pay to Delivering Party on the Payment Date the Allowance Purchase Price multiplied by the Number of Allowances and, for an Allowance Option Transaction, Receiving Party must pay to Delivering Party on the Payment Date the Allowance Strike Price multiplied by the number of Allowances to be Delivered (and, in each case, for purposes of determining the Payment Date, the date of actual delivery will be the Delivery Date); and
(Y) Receiving Party must pay to Delivering Party on the Payment Date (determined under Part (d)(ii)(2)(A)(X) above) interest on the number of Allowances that were required to be delivered on the Delivery Date (but which were not delivered on that date) multiplied by the specified Allowance Pricefrom the original Delivery Date until the date of actual delivery at the Default Rate.
(B) Failure to Comply Not Remedied: If Receiving Party fails to comply by the Final Compliance Date, Delivering Party may, by written notice to Receiving Party, terminate the parties’ obligations under “Physical Settlement” above and Receiving Party must pay to Delivering Party Delivering Party’s Replacement Cost (if a positive number) on the first succeeding Business Day, adjusted to take into account any amount previously paid (which for the avoidance of doubt, shall not include any Premium paid by the Buyer for an Allowance Option Transaction) by Receiving Party to Delivering Party for the relevant EU Emissions Allowance Transaction.

(d)(ii)(3) EEP Amount: Subject to the paragraph below, if “Excess Emissions Penalty” applies and because of Delivering Party’s failure to deliver the Allowances to be Delivered (in whole or in part) on the Delivery Date Receiving Party becomes liable to pay any EEP Amount, then Receiving Party shall provide to Delivering Party, upon its reasonable request, evidence to the reasonable satisfaction of Delivering Party:

(A) that Receiving Party has incurred an EEP Amount consequent on Delivering Party’s failure to deliver the Allowances to be Delivered (in whole or in part); and
(B) the extent to which the requirement for Receiving Party to pay any EEP Amount results from Delivering Party’s failure to make such delivery; and
(C) that Receiving Party could not have used Allowances to which it had title in any Holding Account(s) in any Registry in order to avoid or reduce its liability to pay any EEP Amount which it claims from Delivering Party as part of Receiving Party’s Replacement Cost.

Delivering Party’s obligation to pay any EEP Amount under “Failure to Deliver” under this Annex is subject to Receiving Party’s overriding obligation to use its reasonable endeavours to avoid becoming liable for such EEP Amount or, when liable, to mitigate the payment obligation in relation to such EEP Amount and to allocate any such EEP Amount pro rata between all counterparties of Receiving Party that have failed to deliver Allowances to Receiving Party provided, however, that where Receiving Party confirms it has been unable to avoid becoming liable for any EEP Amount, it shall be for Delivering Party to show that it has been because of Receiving Party failing to use its reasonable endeavours to do so.
(d)(iii) Partial Settlement
If, on the Delivery Date, Delivering Party delivers to Receiving Party fewer Allowances than the Allowances to be Delivered (such shortfall the “Allowance Shortfall”), Receiving Party’s obligation to pay under Physical Settlement above shall be reduced by the Allowance Shortfall multiplied by either the Allowance Purchase Price (for an Allowance Forward Transaction) or the Allowance Strike Price (for an Allowance Option Transaction), and “Failure to Deliver” above will apply for the Allowance Shortfall (with references to Number of Allowances (in the case of an Allowance Forward Transaction) and Allowances to be Delivered (in the case of an Allowance Option Transaction) being read as references to the Allowance Shortfall).
(d)(iv) Abandonment of Scheme
(1) If before the Delivery Date the Scheme is, because of official written public pronouncement by the European Community, no longer scheduled to proceed or is to be discontinued, either party may, by written notice to the other party, terminate the relevant EU Emissions Allowance Transaction, in which case neither party shall have any further delivery or payment obligations under or for that EU Emissions Allowance Transaction (other than for any payment due by one party in connection with delivery obligations already performed by the other party) and, for the avoidance of doubt, a payment shall not be due under Section 6(e) of the Agreement or otherwise for such termination.
(2) If there is a termination under sub-clause (1) Delivering Party must promptly refund to Receiving Party any amount that may have been paid by Receiving Party for the EU Emissions Allowance Transaction that is an Allowance Forward Transaction or a Call and Receiving Party must promptly refund to Delivering Party any amount that may have been paid by Delivering Party for an EU Emissions Allowance Transaction which is a Put together with interest on that amount in the same currency as that amount from the date that amount was paid until the date of termination of the EU Emissions Allowance Transaction under sub-clause (1), at the rate certified by the party required to refund the amount to be a rate offered to such party by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by that party for purposes of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in the relevant market.
(d)(v) Invoicing

On or after the Delivery Date, Delivering Party shall send to Receiving Party a valid VAT invoice (applicable in the jurisdiction of supply) setting forth the number of Allowances delivered, or that would have been delivered but for Part(d)(i)(3)(Netting), above, and the Allowance Purchase Price(s) or Allowance Strike Price(s), as applicable, stating the total amount payable by Receiving Party and stating the amount of VAT, if any, properly chargeable thereon (a “VAT Invoice”).
(d)(vi) Requirements under the Scheme

Each party agrees with the other that, so long as either party has or may have any obligation under an EU Emissions Allowance Transaction, it shall:

(1) ensure that on a Delivery Date or Delayed Delivery Date (as the case may be) it has any Holding Accounts validly registered under the Registries Regulation and where it has any Specified Holding Accounts, ensure that on a Delivery Date or Delayed Delivery Date (as the case may be) it has all such Specified Holding Accounts validly registered under the Registries Regulation ;
(2) where it is Delivering Party, ensure that each Specified Holding Account of Receiving Party is nominated as a “trusted account” in its “trusted account list” for each of its Specified Holding Accounts (or other Holding Accounts, as applicable) for the purposes of the Registries Regulation; and
(3) conduct its affairs so as not to give any Relevant Authority cause to block, suspend, refuse, reject or cancel the transfer (whether in whole or in part) of Allowances requested to be made under any EU Emissions Allowance Transaction.

(d)(vii) No Encumbrances

for each delivery of Allowances, Delivering Party must deliver Allowances, free and clear of all liens, security interests, claims and encumbrances or any interest in or to them by any person (the “No Encumbrance Obligation”). Where a party is in breach of the No Encumbrance Obligation, the following shall apply:

(1) This Agreement and all other Transactions agreed by the parties under this Agreement shall continue unaffected.
(2) Without prejudice to any defences available to Delivering Party (including, but not limited to, any defences of statutes of limitation or similar), following written notice of that breach from Receiving Party to Delivering Party (irrespective of how long after the relevant Delivery Date such notice is provided) and subject to Part (d)(vii)(4) below, Receiving Party shall:
(A) determine the Encumbrance Loss Amount arising from that breach either on the date such notice is deemed to be received or as soon as reasonably practicable thereafter; and
(B) shall notify Delivering Party of such Encumbrance Loss Amount due, including detailed support for its calculation.

Receiving Party is not required to enter into replacement transactions in order to determine the Encumbrance Loss Amount.

(3) By no later than the third (3rd) Business Day after the later of (i) receipt of a valid invoice in connection with such Encumbrance Loss Amount and (ii) receipt of the above-mentioned notice including detailed support of Receiving Party’s calculation of the Encumbrance Loss Amount, Delivering Party must pay the Encumbrance Loss Amount to Receiving Party, which amount shall bear interest at the Default Rate. Upon payment of the Encumbrance Loss Amount by Delivering Party, the parties shall have no further obligations for that EU Emissions Allowance Transaction and that breach. Receiving Party acknowledges that its exclusive remedies for such breach are those set out in this Annex(d)(vii)(No Encumbrances).
(4) Where a breach of the No Encumbrances Obligation is caused by the transfer of an Affected Allowance, Delivering Party shall be liable for the Encumbrance Loss Amount if, at the date it first acquired, received or purchased such Affected Allowance, it was not acting in good faith; otherwise, Delivering Party shall only be liable for the Encumbrance Loss Amount (without prejudice to any other defences available to Delivering Party including, but not limited to, any defences of statutes of limitation or similar), if:
(A) Receiving Party, whether or not the holder of such Affected Allowance, who is subject to a claim of the Original Affected Party, has, in order to resist or avoid any Encumbrance Loss Amount from arising, used its best endeavours to defend such a claim for that Affected Allowance (including, if available, by relying on Article 40 of the Registries Regulation or any equivalent legal principle under applicable national law) and was unsuccessful (other than for reasons of its own lack of good faith); or
(B) Receiving Party, whether or not the holder of such Affected Allowance, who acted in good faith for its purchase of such Affected Allowance and who is subject to a claim of a third party (other than the Original Affected Party) for that Affected Allowance, has used all reasonable endeavours to mitigate the Encumbrance Loss Amount.

(d)(viii) Value Added Taxes

(1) All amounts referred to in this Annex or in a Confirmation for an EU Emissions Allowance Transaction are exclusive of any applicable Value Added Taxes (“VAT”) which are or may become chargeable for the supply or supplies for which such sums form the whole or part of the consideration for VAT purposes, and any such VAT shall be payable in addition to any such other consideration under the provisions set out below.
(2) Receiving Party shall either (A) subject to receipt of an appropriate VAT Invoice for such supply or supplies stating inter alia the amount of VAT properly chargeable thereon (the “VAT Amount”), pay to Delivering Party a sum equal to the VAT Amount on the Payment Date; or (B) where, under the applicable VAT legislation, Receiving Party is required to self-assess and account for any VAT chargeable for such supply, account for such VAT.
(3) On each date on which an EU Emissions Allowance Transaction is entered into, Receiving Party represents to Delivering Party that:
(A) for VAT purposes, Receiving Party receives the services supplied under the EU Emissions Allowance Transaction in connection with an establishment of Receiving Party in that party’s VAT Jurisdiction; and
(B) it is a taxable person for the purposes of Article 9 of the European Community Directive 2006/112/EC and receives such supply for the purposes of a business carried on by it.
(4) Subject to each party’s obligations relating to VAT, each party shall cause all royalties, Taxes, duties, and other sums (including any environmental tax or levy) legally payable by that party arising in connection with an EU Emissions Allowance Transaction to be paid, and shall reimburse the other party to the extent that party is required to pay any such royalties, Taxes, duties or other sums for which the first party is primarily liable.

(d)(ix) No Consequential Loss
Except to the extent included in any amount payable under Section 6(e) of the Agreement, any payment for Receiving Party’s Replacement Cost or Delivering Party’s Replacement Cost, or any payment for Encumbrance Loss Amount, neither party is liable to the other, whether in contract, tort (including negligence and breach of duty) or otherwise, for any business interruption or loss of use, profits, contracts, production or revenue or for any consequential or indirect loss or damage of any kind however arising.
(d)(x) Other Fees and Expenses

All costs, fees and charges assessed or imposed by a Relevant Authority in connection with the transfer of Allowances under an EU Emissions Allowance Transaction shall be the responsibility of the party upon whom such costs, fees or charges are allocated by the Relevant Authority.
(d)(xi) Failure to Deliver (Alternative Method) - EEP Applicable

If “Failure to Deliver (Alternative Method)” and “EEP” are specified to be applicable in the Annex to this Annex or the Confirmation for the relevant EU Emissions Allowance Transaction, then, with regard to that EU Emissions Allowance Transaction, if Receiving Party incurs an Excess Emissions Penalty directly caused by Delivering Party’s failure to deliver the Allowances to be Delivered on a Delivery Date falling within the EEP Risk Period other than because of the failure of Receiving Party to comply with the Requirements under the Scheme as specified above, the existence of an Illegality, the existence of a Settlement Disruption Event or the existence of a Suspension Event (the “EEP Non-delivery” and the amount of such Excess Emissions Penalty so caused, the “Indemnifiable EEP”), then Delivering Party must pay to Receiving Party, in addition to the Receiving Party’s Replacement Cost (if any), the amount of the Indemnifiable EEP paid by Receiving Party (the “EEP Payment”), provided that such EEP Payment shall not exceed the product of the RPRC Shortfall for that EU Emissions Allowance Transaction and the maximum per Allowance rate of Excess Emissions Penalty applicable at the relevant time.

Delivering Party’s obligation to pay the EEP Payment for the EEP Non-delivery shall be conditional upon Receiving Party demonstrating to the reasonable satisfaction of Delivering Party:

(a) that Receiving Party has incurred and paid the EEP Payment consequent on a shortfall of Allowances as at the Reconciliation Deadline immediately succeeding the Delivery Date (the “Deadline Shortfall”);
(b) the extent to which Receiving Party’s liability to make the EEP Payment resulted from Delivering Party’s EEP Non-delivery;
(c) the extent to which Receiving Party’s liability to make the EEP Payment would have been incurred notwithstanding Delivering Party’s EEP Non-delivery; and
(d) the extent to which Receiving Party’s liability to make the EEP Payment arose due to any third party’s failure(s) to deliver any Allowance to be Delivered to Receiving Party under the terms of any agreements between Receiving Party and such third party.

Receiving Party agrees to provide all other information to Delivering Party in order for Delivering Party to make a commercially reasonable assessment of the extent to which the Deadline Shortfall was directly caused by its EEP Non-delivery.

If the Deadline Shortfall is directly caused by the failure of a number of parties (including Delivering Party and Receiving Party), then Delivering Party’s liability shall be to pay the EEP Payment for its proportionate share of the Deadline Shortfall as determined by the parties in a commercially reasonable manner. In no circumstances shall Receiving Party seek to claim an EEP Payment from Delivering Party such that when aggregated with all the other claims made by Receiving Party to other parties for its liability to make the EEP Payment and the liability caused by Receiving Party’s own action or inaction, it is more than Receiving Party’s liability to make the EEP Payment.

If Delivering Party disputes in good faith the amount of the EEP Payment claimed by Receiving Party, Delivering Party shall so notify Receiving Party stating the reasons for the dispute and the obligation to pay the EEP Payment shall be suspended until such dispute is resolved. The parties shall seek to settle the dispute regarding the EEP Payment as soon as reasonably possible.

Once the amount of the EEP Payment is agreed or any dispute in relation thereto resolved, Delivering Party must pay such determined EEP Payment to Receiving Party within two (2) Business Days against Receiving Party’s VAT Invoice in respect thereof.
(d)(xii) Specified Holding Accounts and Modifications of Party’s Specified Holding Accounts

Each party agrees with the other, so long as either party has or may have any obligation under an EU Emissions Allowance Transaction, as follows:

(1) for Receiving Party:
(A) Receiving Party shall ensure that any of such Holding Accounts registered under Part (d)(vi)(Requirements under the Scheme) above are specified in the Annex to this Annex or in the relevant Confirmation; and
(B) Receiving Party may from time to time (a) amend the order in which its Specified Holding Accounts are listed, (b) add a new Specified Holding Account as the last on the list of Specified Holding Accounts, or (c) remove a Specified Holding Account from those listed, in each case for an EU Emissions Allowance Transaction, provided that it notifies Delivering Party in writing of such amendment, addition or removal (including the provision of the relevant account details) no less than thirty (30) calendar days prior to the next Delivery Date under that EU Emissions Allowance Transaction, and provided further that in the case of (a) and / or (c), Delivering Party notifies Receiving Party in writing that it consents to such changes within five (5) Delivery Business Days of receiving such notice from Receiving Party;
(2) for Delivering Party:
(A) Delivering Party may specify any of such Holding Accounts registered under Part 7 (d)(vi)(Requirements under the Scheme) above in the Annex to this Annex or in the relevant Confirmation; and
(B) Delivering Party may from time to time, add a new Holding Account or an additional Holding Account to those listed in the Annex to this Annex or in the relevant Confirmation provided that it notifies Receiving Party in writing of such addition (including the relevant account details) by the day that is ten (10) Delivery Business Days before the next Delivery Date under that EU Emissions Allowance Transaction.

(e) Defined Terms and Interpretation
Administrator Event: Means the suspension of some or all of the processes of a Relevant Registry, the EUTL or, if applicable, the LSTL under the Registries Regulation by the relevant National Administrator or the Central Administrator (as applicable)

(i) where that Relevant Registry is not operated and maintained under the Registries Regulation, or any other applicable law, or
(ii) for the purpose of carrying out scheduled or emergency maintenance, or
(iii) where there has been or following reasonable suspicion of, a breach of security which threatens the integrity of the registries system (including any back up facilities), or
(iv) where the mutual recognition of Allowances under a relevant Linking Agreement has been suspended under the terms of such Linking Agreement.

AEUA or AEU Allowance: Means an “allowance” as defined in the Directive and which is issued under Chapter II thereof.
Affected Allowance: Means an Allowance which is or is alleged to have been the subject of an Unauthorised Transfer as confirmed by an Appropriate Source.
Aircraft Operator: Means an “aircraft operator” as defined in the Directive.
Allowance: Means an allowance to emit one tonne of carbon dioxide (CO2) equivalent during a specified period which is valid for meeting emissions related commitment obligations under the Scheme and which is of the specified Allowance Type and relates to the Specified Compliance Period.
Allowance Forward Transaction means an EU Emissions Allowance Transaction identified as an Allowance Forward Transaction in the related Confirmation.
Allowance Option Transaction: Means an EU Emissions Allowance Transaction identified as an Allowance Option Transaction in the related Confirmation. An Allowance Option Transaction shall be an Option Transaction for purposes of the 2006 ISDA Definitions.
Allowances to be Delivered: Means, for an EU Emissions Allowance Transaction that is:

(1) an Allowance Forward Transaction, a number of Allowances equal to the Number of Allowances; or
(2) an Allowance Option Transaction and for an Exercise Date, a number of Allowances equal to the number of Options exercised or deemed exercised on that Exercise Date multiplied by the Option Entitlement.

Allowance Purchase Price: Means, for an EU Emissions Allowance Transaction which is an Allowance Forward Transaction, the amount specified in the related Confirmation.
Allowance Shortfallis defined in (d)(iii) (Partial Settlement).
Allowance Strike Price: Means, for an EU Emissions Allowance Transaction which is an Allowance Option Transaction, the price per Allowance specified in the related Confirmation.
Allowance Type: Means an AEU Allowance or an EU Allowance as specified.
Appropriate Source: Means any “competent authority” (as defined in the Registries Regulation) or the Central Administrator, National Administrator or any other authority having power under the Directive or the Registries Regulation to block, suspend, refuse, reject, cancel or otherwise affect the transfer (whether in whole or in part) of Allowances, any recognised law enforcement or tax authorities of a Member State, the European Anti-fraud Office of the European Commission or Europol.
Buyer: Means the party specified as such in the related Confirmation.
Buy-In: Means the purchase of Allowances by Receiving Party under the procedures described in paragraph (2) of the definition of Receiving Party’s Replacement Cost in this Annex (e) (Defined Terms and Interpretation).
Buy-In Period is defined inthe definition of Receiving Party’s Replacement Cost in this Annex (e) (Defined Terms and Interpretation).
Calculation Agent: Means the party specified as such in the related Confirmation.
Call: Means a type of an Allowance Option Transaction entitling, but not obligating, Buyer to purchase Allowances from Seller at the Allowance Strike Price per Allowance.
Central Administrator: Means the person designated by the EU Commission to operate and maintain the EUTL under Article 20(1) of the Directive.
Central European Time: Means Central European Time, including Central European Winter Time and Central European Summer Time as applicable.
Close-out Cost of Carry Amount: Means an amount in EUR equal to: (a) the Close-out Cost of Carry Rate; multiplied by: (b)(i) for an Allowance Forward Transaction, the Allowance Purchase Price; or (ii) for an Allowance Option Transaction, the Allowance Strike Price; multiplied by: (c) the Close-out Cost of Carry Delay, divided by (d) 360. Close-out Cost of Carry Delay: Means the number of days in the period from (and including) the scheduled Payment Date until the date that would be the Payment Date if delivery had been made on the Final Delivery Date or Final Compliance Date (as the case may be).
Close-out Cost of Carry Rate: Means a rate equal to the Floating Rate that would be determined for the period from the scheduled Payment Date to the Early Termination Date, if the Reset Date were the date that would be the Payment Date if delivery had been made on the Final Delivery Date or Final Compliance Date (as the case may be) and the applicable Floating Rate Option were “EUR-EONIA-OIS-COMPOUND”.
Cost of Carry Amount: Means an amount in EUR equal to:

(a) the Cost of Carry Rate multiplied by:
(b)
(i) for an Allowance Forward Transaction, the Allowance Purchase Price multiplied by the Number of Allowances delivered by the Delayed Delivery Date following the occurrence of a Suspension Event; or
(ii) for an Allowance Option Transaction, the Allowance Strike Price multiplied by the Number of Allowances delivered by the Delayed Delivery Date following the occurrence of a Suspension Event;
multiplied by: (c) the Cost of Carry Delay, divided by 360.

Cost of Carry Delay: Means the number of days in the period from (and including) the scheduled Payment Date until the Delayed Payment Date.
Cost of Carry Rate: Means a rate equal to the Floating Rate that would be determined for a Calculation Period commencing on (and including) the scheduled Payment Date and ending on (but excluding) the Delayed Payment Date, if the Reset Date were the last day of that Calculation Period and the applicable Floating Rate Option were “EUR-EONIA-OIS-COMPOUND”.
Deadline Shortfallis defined in (d)(xi) (Failure to Deliver (Alternative Method) – EEP Applicable).
Delayed Delivery Date: Has the meaning given to that term in Part (d)(i)(5)(B) (Effect of a Suspension Event).
Delayed Payment Date: Has the meaning given to that term in the definition of Payment Date in this (e) (Defined Terms and Interpretation).
Delivering Party: Means, for an EU Emissions Allowance Transaction that is:

(1) an Allowance Forward Transaction, the Seller;
(2) an Allowance Option Transaction which is a Call, the Seller; or
(3) an Allowance Option Transaction which is a Put, the Buyer.

Delivering Party’s Delivery Business Day Location: Means the place specified as such in the Confirmation for the relevant EU Emissions Allowance Transaction or, if a place is not so specified:

(i) the place specified in the Annex to this Annex as the Delivery Business Day Location for Delivering Party; or
(ii) if no such place is specified, the place in which Seller’s address for purposes of receiving notices connected with the relevant EU Emissions Allowance Transaction is located; or
(iii) if no such address has been given, the place in which Delivering Party has its registered office.

Delivering Party’s Replacement Cost: Means for a failure of Receiving Party to accept delivery of a number of Allowances (the “DPRC Shortfall”):

(i)
(1) the specified Allowance Priceplus, in those circumstances in which the relevant termination of the parties’ obligations under “Physical Settlement” occurs following a Suspension Event, the Close-out Cost of Carry Amount; less
(2) the price (per Allowance) Delivering Party, acting in a commercially reasonable manner, does or would, in the determination of the Calculation Agent, receive in an arm’s length transaction concluded on the Final Compliance Date for an equivalent number of Allowances of the relevant Allowance Type to be delivered on the Final Compliance Date or, if later, the Delivery Business Day on which Allowances would be delivered under prevailing market practice under a spot transaction concluded on the Final Compliance Date; multiplied by:
(ii) the DPRC Shortfall; plus
(iii) interest at the Default Rate from the Delivery Date until the date of termination under Part (d)(ii)(2)(B)(Failure to Comply Not Remedied) on the product of the DPRC Shortfall and the excess, if any, of the specified Allowance Priceover the price determined under paragraph (i)(2) above.

Delivery Business Day: Means any day, which is not a Saturday or Sunday, on which commercial banks are open for general business in both Delivering Party’s Delivery Business Day Location and the Receiving Party’s Delivery Business Day Location.
Delivery Date: Means the date or dates specified as such in the related Confirmation (subject to any adjustment under Part (d)(i)(5) (Suspension Event)).
Directive: Means Directive 2003/87/EC of the European Parliament and of the Council of 13 October 2003 establishing a scheme for greenhouse gas emission allowance trading within the Community and amending Council Directive 96/61/EC, as amended from time to time.
DPRC Shortfall is defined inthe definition of Delivering Party’s Replacement Cost in this Annex (e) (Defined Terms and Interpretation).
EEP Amount: Means an amount (expressed as an amount per Allowance) that Receiving Party determines, acting in good faith and using commercially reasonable procedures, to be its total losses and costs which result from Delivering Party’s failure to deliver the Shortfall to the extent that those losses and costs are not reflected elsewhere in the definition of Receiving Party’s Replacement Cost and to the extent that those losses and costs relate to:

(1) any Excess Emission Penalty which Receiving Party must pay to the Relevant Authority under the terms of the Scheme; or
(2) if “EEP Equivalent” applies, any amount which Receiving Party must pay to a third party for any such penalty payable to any other party (including a Relevant Authority) by that third party because of Delivering Party’s failure to deliver the Shortfall.

EEP Non-deliveryis defined in (d)(xi) (Failure to Deliver (Alternative Method) – EEP Applicable).
EEP Paymentis defined in (d)(xi) (Failure to Deliver (Alternative Method) – EEP Applicable).
EEP Risk Period: Means, for an EU Emissions Allowance Transaction and any Delivery Date, a period of time prior to the first succeeding Reconciliation Deadline, as specified in the related Confirmation.
Encumbrance Loss Amount: An amount reasonably determined by Receiving Party in good faith to be its total losses and costs in connection with an EU Emissions Allowance Transaction including, but not limited to, any loss of bargain, cost of funding or, at the election of Receiving Party but without duplication, loss or costs incurred because of its terminating, liquidating, obtaining or re-establishing any hedge or related trading position. Such amount includes losses and costs for any payment already made under an EU Emissions Allowance Transaction prior to the delivery of the written notice by Receiving Party and Receiving Party’s legal fees and out-of-pocket expenses but does not include Excess Emissions Penalty or any amount which Receiving Party must pay to a third party for any such penalty payable to any other party (or Relevant Authority) by that third party. The parties agree that in circumstances where there was a breach of the No Encumbrances Obligation by Delivering Party caused by the transfer of an Affected Allowance, Receiving Party shall be entitled to include in such amount any losses arising out of or in connection with any claim, demand, action or proceeding brought against Receiving Party by a third party consequent upon the transfer by Receiving Party of an Affected Allowance transferred to it by Delivering Party under an EU Emissions Allowance Transaction.
End of Phase Reconciliation Deadline: Means the Reconciliation Deadline scheduled to fall in April 2031.
EU: Means the European Community as it exists from time to time.
EU Allowance: Means an allowance, other than an AEUA or AEU Allowance, created under the Directive, including allowances stemming from emission trading systems that are linked with the EU ETS under Article 25 of the Directive.
EUTL or European Transaction Log: Means the independent transaction log provided for in Article 20(1) of the Directive, the operation of which is further detailed in Article 6 of the Registries Regulation.
Excess Emissions Penalty/EEP: Has the meaning given to it in the Directive.
Expiration Date: Means, for an EU Emissions Allowance Transaction which is an Allowance Option Transaction, the date specified as such in the related Confirmation (or determined under a method specified for such purpose) or, if that date is not a Business Day, the next following day that is a Business Day.
Final Compliance Date: Means, the date that is the second Delivery Business Day after notice is given under Part (d)(ii)(2) (Failure to Comply byReceiving Party) requiring Receiving Party to comply with Part (d)(vi) (Requirements under the Scheme) or, if earlier, the Reconciliation Deadline on or immediately following the relevant Delivery Date.
Final Delivery Date: Means, the date that is the second Delivery Business Day after notice is given under Part (d)(ii)(1) (Failure to Deliver by Delivering Party) requiring Delivering Party to remedy a failure to deliver or, if earlier, the Reconciliation Deadline on or immediately following the relevant Delivery Date.
Fourth Compliance Period: Means the period starting 1 January 2021 to 31 December 2030.
Holding Account: Means a form of digital record maintained in a Registry (under and under the Registries Regulation) that is able to be used to record the allocation (if applicable), holding and transfer of Allowances of the Allowance Type that is to be delivered under the relevant EU Emissions Allowance Transaction under and under the Scheme.
Indemnifiable EEPis defined in (d)(xi) (Failure to Deliver (Alternative Method) – EEP Applicable).
Long-Stop Date: Means, for a Suspension Event that occurs with respect to a delivery or acceptance obligation that would otherwise be required to be performed within the period:

(1) from (and including) 1 May 2021 to (and including) 31 December 2022, 1 June 2024 ;
(2) from (and including) 1 January 2023 to (and including) 31 December 2024, 1 June 2026;
(3) from (and including) 1 January 2025 to (and including) 31 December 2026, 1 June 2028 ;
(4) from (and including) 1 January 2027 to (and including) 31 December 2028, it shall be 1 June 2030; and
(5) from (and including) 1 January 2029 to (and including) the twenty-fifth (25th) calendar day of the month in which the End of Phase Reconciliation Deadline is scheduled to occur, the twenty-fifth (25th) calendar day of the month in which the End of Phase Reconciliation Deadline is scheduled to occur.

Member State: Means any one of the signatories of the European Union from time to time.
Multiple Exercise: Means:

(1) If “Multiple Exercise” applies to an American Allowance Option Transaction or a Bermuda Allowance Option Transaction, Buyer may exercise all or less than all the unexercised Options on any Business Days during the Exercise Period but (except as set forth below) on any such Business Day may not exercise less than the Minimum Number of Options or more than the Maximum Number of Options and, if a number is specified as “Integral Multiple” in the related Confirmation, the number of exercised Options must be equal to, or be an integral multiple of, the number so specified. Except as set forth below, any attempt to exercise on any such Business Day:
(A) more than the Maximum Number of Options will be deemed to be an exercise of the Maximum Number of Options (the number of Options exceeding the Maximum Number of Options being deemed to remain unexercised);
(B) less than the Minimum Number of Options will be ineffective; and
(C) an amount of Options not equal to or an integral multiple of the Integral Multiple will be deemed to be an exercise of a number of Options equal to the next lowest integral multiple of the Integral Multiple (the number of Options exceeding that number being deemed to remain unexercised).
(2) Notwithstanding the foregoing, on any such Business Day, Buyer may exercise any number of Options that does not exceed the Maximum Number of Options if it exercises all the Options remaining unexercised. On the Expiration Date, Buyer may exercise any number of Options remaining unexercised.
(3) “Minimum Number of Options” means, for an Allowance Option Transaction to which Multiple Exercise is applicable, the number specified as such in the related Confirmation.
(4) “Maximum Number of Options” means, for an Allowance Option Transaction to which Multiple Exercise is applicable, the number specified as such in the related Confirmation.

National Administrator: Means the entity responsible for managing, on behalf of a Member State, a set of user accounts under the jurisdiction of a Member State in the Union Registry as designated under Article 8 of the Registries Regulation.
No Encumbrance Obligationis defined in (d)(vii) (No Encumbrances).
Notice of Exercise: Means, for an EU Emissions Allowance Transaction which is an Allowance Option Transaction, an Option notice given by Buyer to Seller (which may be given orally (including by telephone) unless the parties specify otherwise in the related Confirmation) of its exercise of the right or rights granted under the Allowance Option Transaction during the hours specified in the relevant Confirmation on a Seller Business Day during the Exercise Period, which shall be irrevocable once effective. If the Notice of Exercise is received on any Seller Business Day after the latest time so specified, the Notice of Exercise will be deemed to have been received on the next following Seller Business Day, if any, in the Exercise Period. Buyer may exercise the right or rights granted under the Allowance Option Transaction only by giving a Notice of Exercise.
Number of Allowances: Means the number specified as such in the related Confirmation.
Number of Options: Means, for an EU Emissions Allowance Transaction which is an Allowance Option Transaction, the number specified as such in the related Confirmation, being the number of Options comprised in the relevant Allowance Option Transaction.
Operator: Means an “operator” as defined in the Directive.
Option: Means, for an Allowance Option Transaction, each unit into which the Option Transaction is divided for purposes of exercise or settlement.
Option Entitlement: Means, for an EU Emissions Allowance Transaction which is an Allowance Option Transaction, the number of Allowances per Option specified as such in the related Confirmation. If no Option Entitlement is specified, the Option Entitlement for any Allowance Option Transaction shall be one Allowance per Option.
Original Affected Party: Means the person from whose account the Unauthorised Transfer of the Affected Allowance occurred.
Payment Date: Means the date specified as such or otherwise determined under a method specified, provided that, in the case of delayed delivery under Part(d)(i)(5)(Suspension Event), the Payment Date shall be determined accordingly from the Delayed Delivery Date (such Payment Date being the “Delayed Payment Date”).
Potential Exercise Date: Means, for an EU Emissions Allowance Transaction which is a Bermuda Allowance Option Transaction, each date specified as such in the related Confirmation or, if that date is not a Business Day, the next following day that is a Business Day.
Premium: Means, for an EU Emissions Allowance Transaction which is an Allowance Option Transaction, the amount specified in the related Confirmation. If a Premium per Allowance is specified, the Premium shall be the product of the Premium per Allowance, the Number of Options and the Option Entitlement.
Put: Means a type of Allowance Option Transaction entitling, but not obligating, the Buyer to sell Allowances to Seller at the Allowance Strike Price per Allowance.
Receiving Party: Means, for an EU Emissions Allowance Transaction that is:

(1) an Allowance Forward Transaction, the Buyer;
(2) an Allowance Option Transaction which is a Call, the Buyer; or
(3) an Allowance Option Transaction which is a Put, the Seller.

Receiving Party’s Delivery Business Day Location: Means the place specified as such in the Confirmation for the relevant EU Emissions Allowance Transaction or, if a place is not so specified:

(i) the place specified in the Annex to this Annex as the Delivery Business Day Location for Receiving Party; or
(ii) if no such place is specified, the place in which Receiving Party’s address for purposes of receiving notices connected with the relevant EU Emissions Allowance Transaction is located; or
(iii) if no such address has been given, the place in which Receiving Party has its registered office.

Receiving Party’s Replacement Cost means:

(1) if “Excess Emissions Penalty” is specified not to be applicable in the Annex to this Annex or the Confirmation for the relevant EU Emissions Allowance Transaction, or if “Excess Emissions Penalty” applies and if an EEP Risk Period is specified in the Annex to this Annex or in the Confirmation for the relevant EU Emissions Allowance Transaction but the Delivery Date falls outside the EEP Risk Period then, for a failure to deliver a number of Allowances (the “RPRC Shortfall”):
(A)
(I) the price (per Allowance) that Receiving Party, acting in a commercially reasonable manner, does or would, in the determination of the Calculation Agent, pay in an arm’s length transaction concluded on the Final Delivery Date for an equivalent number of Allowances to be delivered on the Final Delivery Date or, if later, the Delivery Business Day on which Allowances would be delivered under prevailing market practice under a spot transaction concluded on the Final Delivery Date; less
(II) the specified Allowance Priceas set out in the Confirmation for the relevant EU Emissions Allowance Transaction plus, in those circumstances in which the relevant termination of the parties’ obligations under “Physical Settlement” occurs following a Suspension Event, the Close-out Cost of Carry Amount; multiplied by:
(B) the RPRC Shortfall; plus
(C) interest at the Default Rate from the Delivery Date until the date of termination under Part [7](d)(ii)(1)(B)(Failure to Deliver Not Remedied) on the product of the RPRC Shortfall and the excess, if any, of the price determined under paragraph (1)(A)(I) above over the Allowance Purchase Price or the Allowance Strike Price, as applicable; or
(2) if “Excess Emissions Penalty” applies and, if an EEP Risk Period is specified in the Annex to this Annex or in the Confirmation for the relevant EU Emissions Allowance Transaction, the Delivery Date falls within the EEP Risk Period for the relevant EU Emissions Allowance Transaction, then, for a failure to deliver a number of Allowances (the “Undelivered Allowances”), the sum of:
(A) either:
(I) if in any arm’s length transactions Receiving Party is able, using its reasonable endeavours, to purchase a number of Allowances to be delivered during the period from (but excluding) the Final Delivery Date to (and including) the Reconciliation Deadline on or immediately following the Delivery Date (the “Buy-In Period”), which for each such individual purchase of Allowances, when aggregated with other such purchases, amounts to a purchase of a number of Allowances equal to the number of Undelivered Allowances:
(X)
(1) the price (per Allowance) at which Receiving Party is able so to purchase the relevant number of Allowances; less
(2) (A) the specified Allowance Pricefor the Undelivered Allowances set out in the relevant Confirmation plus, (B) in those circumstances in which the relevant termination of the parties’ obligations under “Physical Settlement” occurs following a Suspension Event, the Close-out Cost of Carry Amount; multiplied by:
(Y) the number of Allowances to which such purchase relates; plus
(Z) interest at the Default Rate from the Delivery Date until the date of termination under Part [7](d)(ii)(1)(B)(Failure to Deliver Not Remedied) on the product of the number of Undelivered Allowances and the excess, if any, of the price determined under paragraph (2)(A)(I)(X)(1) above over the Allowance Purchase Price or Allowance Strike Price, as applicable; or
(II) if in any arm’s length transactions Receiving Party, using its reasonable efforts, is unable to purchase a number of Allowances equivalent to the Undelivered Allowances to be delivered during the Buy-In Period:
(X) for the number of Allowances for which Receiving Party is able to effect a Buy-In during the Buy-In Period, an amount for such Allowances calculated under paragraph (I) above; and
(Y) for a number of Allowances equal to the number of Undelivered Allowances minus the number of Allowances referred to in (II)(X) above (the “Shortfall”), the sum of:
(a)
(I) the price (per Allowance) at which Receiving Party, using its reasonable efforts and in an arm’s length transaction, is able to purchase as soon as reasonably possible for delivery after the Reconciliation Deadline a number of Allowances (such Allowances also being of the same Allowance Type equal to the Shortfall; less
(II) the specified Allowance Pricefor the Undelivered Allowances set out in the relevant Confirmation plus, in those circumstances in which the relevant termination of the parties’ obligations under “Physical Settlement” occurs following a Suspension Event, the Close-out Cost of Carry Amount; plus
(III) the EEP Amount; multiplied by:
(b) the Shortfall; plus
(c) onterest at the Default Rate from the Delivery Date until the date Receiving Party is or would be able to purchase Allowances under paragraph (II)(Y)(a)(1) above on the product of the number of Undelivered Allowances and the excess, if any, of the price determined under paragraph (II)(Y)(a)(1) above over the Allowance Purchase Price or the Allowance Strike Price, as applicable; and
(B) such reasonable costs and expenses which Receiving Party incurs as a direct result of Delivering Party’s failure to deliver the Shortfall to the extent that those costs and expenses are not reflected in paragraphs (A)(I) or (A)(II) above; or
(3) if “Failure to Deliver (Alternative Method)” applies, then, for a failure to deliver a number of Allowances (the number of Allowances not so delivered being the “RPRC Shortfall”):
(A)
(I) the price (per Allowance) Receiving Party, acting in a commercially reasonable manner, does or would, in the determination of the Calculation Agent, pay in an arm’s length transaction concluded under prevailing market practice on the Final Delivery Date to purchase a number of Allowances equivalent to the RPRC Shortfall for delivery on the first Delivery Business Day on which transactions concluded on the Delivery Date would be settled under prevailing market practice; less
(II) the specified Allowance Priceas set out in the Confirmation for such EU Emissions Allowance Transaction plus, in those circumstances in which the relevant termination of the parties’ obligations under “Physical Settlement” occurs following a Suspension Event, the Close-out Cost of Carry Amount; multiplied by:
(B) the RPRC Shortfall; plus
(C) interest at the Default Rate from the Delivery Date until the Final Delivery Date on the product of the Allowance Purchase Price or the Allowance Strike Price, as applicable, and the RPRC Shortfall.

Reconciliation Deadline: Means 30th April in each calendar year for the preceding calendar year or such later date in each year as may be determined under the Scheme for the surrender of Allowances under the Scheme.
Registries Regulation: Means the Commission Regulation (EU) no. 389/2013 of 2 May 2013 establishing a Union Registry under the Directive 2003/87/EC of the European Parliament and of the Council, Decisions No.280/2004/EC and No. 406/2009/EC of the European Parliament and of the Council and repealing Commission Regulation (EU) No. 920/2010 and No. 1193/2011, as amended from time to time.
Registry: Means the registry established by a Member State, a non-Member State or the EU, under the International Rules, in order to ensure the accurate accounting of the issue, holding, transfer, acquisition, surrender, cancellation and replacement of Allowances. For the avoidance of doubt, references to a Registry shall include the Union Registry and the Holding Accounts within the Union Registry that are under the jurisdiction of a single National Administrator designated by a Member State and will together be deemed, for the purpose of this Annex, to be a Registry for that Member State.
Registry Operation: Means, other than by reason of the occurrence of an Administrator Event:

(a) the establishment of and continuing functioning of the Relevant Registry;
(b) the establishment of and continuing functioning of the EUTL; or
(c) the establishment of and continuing functioning of the link between each of the Relevant Registry and the EUTL.

Relevant Authority: Means any authority having power under the Directive or the Registries Regulation to administer the Scheme, including the Central Administrator and each National Administrator as those terms are defined in the Registries Regulation.
Relevant Registry: Means the Registry through which a party is obliged to perform a delivery or acceptance obligation under an EU Emissions Allowance Transaction. Where a party has specified more than one Specified Holding Account for delivery or acceptance purposes, the Relevant Registry shall be identified under Part (d)(i)(2)(C).
RPRC Shortfall is defined inthe definition of Receiving Party’s Replacement Cost in this Annex (e) (Defined Terms and Interpretation).
Scheme: Means the scheme for transferring Allowances established under the Directive and the Registries Regulation, and as implemented by the national laws of Member States.
Seller: Means the party specified as such in the related Confirmation.
Seller Business Day: Means, for an EU Emissions Allowance Transaction which is an Allowance Option Transaction, any day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the city in which Seller is located for purposes of receiving notices.
Settlement Disruption Event: Means an event or circumstance beyond the control of the party affected that cannot, after the use of all reasonable efforts, be overcome and which makes it impossible for that party to perform its obligations either to deliver or to accept Allowances under the terms of an EU Emissions Allowance Transaction.

For the avoidance of doubt, the inability of a party to deliver Allowances because of insufficient Allowances in the relevant Specified Holding Account, whether caused by the low or non-allocation of Allowances by a Member State or any other state, the delay or failure of a Member State or Central Administrator to replace Allowances of the Third Compliance Period with Allowances for the Fourth Compliance Period, or the failure of a party to procure sufficient Allowances to meet its delivery obligations, shall not constitute a Settlement Disruption Event. This is not an exhaustive list of events which will not constitute a Settlement Disruption Event and is provided for the avoidance of doubt only.

If an event or circumstance which would otherwise constitute or give rise to a Settlement Disruption Event also constitutes a Suspension Event, it will be treated as a Suspension Event and will not constitute a Settlement Disruption Event.
Shortfall is defined inthe definition of Receiving Party’s Replacement Cost in this Annex (e) (Defined Terms and Interpretation).
Specified Compliance Period: Means, for an Allowance and an EU Emissions Allowance Transaction, the period as specified in the Confirmation for the relevant EU Emissions Allowance Transaction.
Specified Holding Account: Means, for a party and an EU Emissions Allowance Transaction, the Holding Accounts (if any) specified as such for such party (i) in the Confirmation for the relevant EU Emissions Allowance Transaction; or (ii) where no such accounts are specified under (i), in the Annex to this Annex; in either case under Part (d)(xii)(1)(A) or Part (d)(xii)(2)(A) (as applicable) and subject to modification under Part (d)(xii)(1)(B) and Part (d)(xii)(2)(B).
Suspension Event: Means any date a party to the Agreement is unable to perform its delivery or acceptance obligations under an EU Emissions Allowance Transaction and the Scheme through a Relevant Registry following any of the following events:

(i) absence of Registry Operation; or
(ii) the occurrence of an Administrator Event.

Trade Date:will be specified in the Confirmation.
Third Compliance Period: Means the period referred to in Article 16 of the Directive 2009/29/EC starting 1 January 2013 to 31 December 2020.
Unauthorised Transfer: Means the transfer by debiting of any Allowance from an account holder’s Holding Account and the crediting of a Holding Account of another person, where such transfer is not initiated by the relevant authorised representative or additional authorised representative (as referred to in the Registries Regulation) of the first account holder.
Undelivered Allowances is defined in the definition of Receiving Party’s Replacement Cost in this Annex (e) (Defined Terms and Interpretation).
Union Registry: Means the Registry referred to as the “Community Registry” in Article 19(1) of the Directive.
VATis defined in (d)(viii) (Value Added Taxes).
VAT Amountis defined in (d)(viii) (Value Added Taxes).
VAT Invoiceis defined in (d)(viii) (Value Added Taxes).
VAT Jurisdiction: Means, for a party and an EU Emissions Allowance Transaction, the place specified as such in the related Confirmation or, if a place is not so specified, the place specified in the Annex to this Annex as the VAT Jurisdiction for such party.
Written Confirmation: Means, for a party and an EU Emissions Allowance Transaction which is an Allowance Option Transaction, if “Written Confirmation” applies or if demanded by Seller (which demand, notwithstanding any provisions regarding notice applicable to the Allowance Option Transaction, may be given orally (including by telephone)), Buyer shall execute a written confirmation (including by facsimile transmission) confirming the substance of the Notice of Exercise and deliver the same to Seller. Buyer shall cause such executed written confirmation to be received by Seller within one Seller Business Day following the date that the Notice of Exercise or Seller’s demand, as the case may be, becomes effective.

  1. If the form of Master Agreement in which this Annex is included is a 1992 ISDA the parties should specify “Additional Termination Event” or, if the form of Master Agreement which the Confirmation supplements is an 2002 ISDA the parties should specify “Illegality”.