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“The Disposal Agent shall effect the sale of the EUA Collateral in such manner as is appropriate for EUAs, provided that:
“Subject as provided below, on or as soon as reasonably practicable following the occurrence of an Early Termination Date, the Calculation Agent in respect of the Notes (on behalf of the Issuer) (where the Hedge Counterparty is the Defaulting Party or the sole Affected Party) or the Hedge Counterparty (where the Issuer is the Defaulting Party or the sole Affected Party or where there are two Affected Parties) will make the calculations contemplated by paragraph (s) (Payments on Early Termination) of Part 1 hereof and will provide to either the Issuer and the Hedge Counterparty or the Issuer and the Calculation Agent (as applicable) a statement (1) showing, in reasonable detail, such calculations (including any quotations, market data or information from internal sources used in making such calculations), (2) specifying any Early Termination Amount payable and (3) giving details of the relevant account to which any amount payable to the Issuer is to be paid. If the calculations contemplated [by paragraph (s) (Payments on Early Termination) of Part 1 hereof] have not been made and/or the relevant statement has not been delivered within 30 days of the relevant Early Termination Date, the Hedge Counterparty (or, where the Hedge Counterparty is the Defaulting Party or the sole Affected Party, the Sole Noteholder (subject to receipt by the Issuer of evidence to its satisfaction that a Sole Noteholder is at the relevant time the 100 per cent. beneficial owner of the Notes, which evidence may take the form of a EUCLID or ClearstreamOnline screenshot) may (at its own expense) appoint a leading bank or financial institution (which is not an Affiliate of the Hedge Counterparty) engaged in the interbank market or other appropriate market that is most closely connected with the calculation(s) contemplated [by paragraph (s) (Payments on Early Termination) of Part 1 hereof] (acting through its principal London office or any other office actively involved in such market) (such bank or financial institution, the “Third Party Agent”), to make such calculations and the parties agree that the calculations made by such Third Party Agent shall (in the absence of manifest error or fraud) be final and binding upon all parties.”.
(a) where no Bankruptcy Event has occurred with respect to the Hedge Counterparty, the Disposal Agent shall seek a firm offer price for the purchase of the relevant EUAs from the Hedge Counterparty, and the Hedge Counterparty may provide a firm offer price for the purchase by it or by an Affiliate of the Hedge Counterparty, of the relevant EUAs and the Disposal Agent shall sell the EUA Collateral to the Hedge Counterparty or an Affiliate of it at such firm offer price, provided that where the Hedge Counterparty provides a firm offer price but the Disposal Agent is able to secure a higher firm offer price from a market counterparty and the Hedge Counterparty (after receipt of evidence to its reasonable satisfaction) declines to match such higher price, then the Disposal Agent shall sell the EUA Collateral to the market counterparty at such higher price; and
(b) where either (a) a Bankruptcy Event has occurred with respect to the Hedge Counterparty, or (b) no Bankruptcy Event has occurred with respect to the Hedge Counterparty, but the Hedge Counterparty (or an Affiliate of the Hedge Counterparty) fails to provide a firm offer price within three Business Days of the request for the firm offer price, then the Disposal Agent shall seek a firm offer price from the market (the highest such firm offer price received being, in respect of (a) above, the “Relevant Offer Price” and being in respect of- or (b) above, the price at which the Disposal Agent shall sell the EUA Collateral to the relevant market counterparty).
Notwithstanding anything to the contrary in this Clause 17 (Duties of Disposal Agent) but subject to the provisions of Clause 17.1 (Duties) (as amended), the Disposal Agent shall effect the Liquidation of the EUA Collateral for settlement on the Target Liquidation Date and shall pay the proceeds of Liquidation (or direct the relevant purchaser of the EUAs to pay the proceeds of Liquidation) directly (in EUR) to the Custodian or, if instructed by or on behalf of the Issuer, to the Issuing and Paying Agent, provided that bids for the purchase of the EUA Collateral may be provided prior to the Target Liquidation Date.”.


    
    

Revision as of 11:54, 27 February 2023

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“Subject as provided below, on or as soon as reasonably practicable following the occurrence of an Early Termination Date, the Calculation Agent in respect of the Notes (on behalf of the Issuer) (where the Hedge Counterparty is the Defaulting Party or the sole Affected Party) or the Hedge Counterparty (where the Issuer is the Defaulting Party or the sole Affected Party or where there are two Affected Parties) will make the calculations contemplated by paragraph (s) (Payments on Early Termination) of Part 1 hereof and will provide to either the Issuer and the Hedge Counterparty or the Issuer and the Calculation Agent (as applicable) a statement (1) showing, in reasonable detail, such calculations (including any quotations, market data or information from internal sources used in making such calculations), (2) specifying any Early Termination Amount payable and (3) giving details of the relevant account to which any amount payable to the Issuer is to be paid. If the calculations contemplated [by paragraph (s) (Payments on Early Termination) of Part 1 hereof] have not been made and/or the relevant statement has not been delivered within 30 days of the relevant Early Termination Date, the Hedge Counterparty (or, where the Hedge Counterparty is the Defaulting Party or the sole Affected Party, the Sole Noteholder (subject to receipt by the Issuer of evidence to its satisfaction that a Sole Noteholder is at the relevant time the 100 per cent. beneficial owner of the Notes, which evidence may take the form of a EUCLID or ClearstreamOnline screenshot) may (at its own expense) appoint a leading bank or financial institution (which is not an Affiliate of the Hedge Counterparty) engaged in the interbank market or other appropriate market that is most closely connected with the calculation(s) contemplated [by paragraph (s) (Payments on Early Termination) of Part 1 hereof] (acting through its principal London office or any other office actively involved in such market) (such bank or financial institution, the “Third Party Agent”), to make such calculations and the parties agree that the calculations made by such Third Party Agent shall (in the absence of manifest error or fraud) be final and binding upon all parties.”.


==PART I: PRELIMINARY== {{Book|MI|2002|1}} {{Book|MI|2002|2}} {{Book section|MI|2002|2(a)}} {{Book section|MI|2002|2(b)}} {{Book section|MI|2002|2(c)}} {{Book section|MI|2002|2(d)}} {{Book|MI|2002|3}} {{Book section|MI|2002|3(a)}} {{Book section|MI|2002|3(b)}} {{Book section|MI|2002|3(c)}} {{Book section|MI|2002|3(d)}} {{Book section|MI|2002|3(e)}} {{Book section|MI|2002|3(f)}} {{Book|MI|2002|4}} ==PART II: SECTION 5 DEFAULT AND EARLY TERMINATION== {{Book|MI|2002|5(a)}} {{Book section|MI|2002|5(a)(i)}} {{Book section|MI|2002|5(a)(ii)}} {{Book section|MI|2002|5(a)(iii)}} {{Book section|MI|2002|5(a)(iv)}} {{Book section|MI|2002|5(a)(v)}} {{Book section|MI|2002|5(a)(vi)}} {{Book section|MI|2002|5(a)(vii)}} {{Book section|MI|2002|5(a)(viii)}} {{Book|MI|2002|5(b)}} {{Book section|MI|2002|5(b)(i)}} {{Book section|MI|2002|5(b)(ii)}} {{Book section|MI|2002|5(b)(iii)}} {{Book section|MI|2002|5(b)(iv)}} {{Book section|MI|2002|5(b)(v)}} {{Book section|MI|2002|5(b)(vi)}} {{Book|MI|2002|5(c)}} {{Book|MI|2002|5(d)}} ==PART III: SECTION 6 CLOSE OUT== {{Book|MI|2002|6(a)}} {{Book|MI|2002|6(b)}} {{Book section|MI|2002|6(b)(i)}} {{Book section|MI|2002|6(b)(ii)}} {{Book section|MI|2002|6(b)(ii)}} {{Book section|MI|2002|6(b)(iv)}} {{Book|MI|2002|6(c)}} {{Book|MI|2002|6(d)}} {{Book|MI|2002|6(e)}} {{Book|MI|2002|6(f)}} ==PART IV: BOILERPLATE {{Book|MI|2002|7}} {{Book|MI|2002|8}} {{Book|MI|2002|9}} {{Book section|MI|2002|9(a)}} {{Book section|MI|2002|9(b)}} {{Book section|MI|2002|9(c)}} {{Book section|MI|2002|9(d)}} {{Book section|MI|2002|9(e)}} {{Book section|MI|2002|9(f)}} {{Book section|MI|2002|9(g)}} {{Book|MI|2002|10}} {{Book|MI|2002|11}} {{Book|MI|2002|12}} {{Book|MI|2002|13}} {{Book|MI|2002|14}} {{Book section|MI|2002|Additional Representation}} {{Book section|MI|2002|Additional Termination Event}} {{Book section|MI|2002|Affected Party}} {{Book section|MI|2002|Affected Transactions}} {{Book section|MI|2002|Affiliate}} {{Book section|MI|2002|Agreement}} {{Book section|MI|2002|Applicable Close-out Rate}} {{Book section|MI|2002|Applicable Deferral Rate}} {{Book section|MI|2002|Automatic Early Termination}} {{Book section|MI|2002|Burdened Party}} {{Book section|MI|2002|Change in Tax Law}} {{Book section|MI|2002|Close-out Amount}} {{Book section|MI|2002|Confirmation}} {{Book section|MI|2002|consent}} {{Book section|MI|2002|Contractual Currency}} {{Book section|MI|2002|Convention Court}} {{Book section|MI|2002|Credit Event Upon Merger}} {{Book section|MI|2002|Credit Support Document}} {{Book section|MI|2002|Credit Support Provider}} {{Book section|MI|2002|Cross-Default}} {{Book section|MI|2002|Defaulting Party}} {{Book section|MI|2002|Designated Event}} {{Book section|MI|2002|Determining Party}} {{Book section|MI|2002|Early Termination Amount}} {{Book section|MI|2002|Early Termination Date}} {{Book section|MI|2002|electronic messages}} {{Book section|MI|2002|English law}} {{Book section|MI|2002|Event of Default}} {{Book section|MI|2002|Force Majeure Event}} {{Book section|MI|2002|General Business Day}} {{Book section|MI|2002|Illegality}} {{Book section|MI|2002|Indemnifiable Tax}} {{Book section|MI|2002|law}} {{Book section|MI|2002|Local Business Day}} {{Book section|MI|2002|Local Delivery Day}} {{Book section|MI|2002|Master Agreement}} {{Book section|MI|2002|Merger Without Assumption}} {{Book section|MI|2002|Multiple Transaction Payment Netting}} {{Book section|MI|2002|Non-affected Party}} {{Book section|MI|2002|Non-default Rate}} {{Book section|MI|2002|Non-defaulting Party}} {{Book section|MI|2002|Office}} {{Book section|MI|2002|Other Amounts}} {{Book section|MI|2002|Payee}} {{Book section|MI|2002|Payer}} {{Book section|MI|2002|Potential Event of Default}} {{Book section|MI|2002|Proceedings}} {{Book section|MI|2002|Process Agent}} {{Book section|MI|2002|rate of exchange}} {{Book section|MI|2002|Relevant Jurisdiction}} {{Book section|MI|2002|Schedule}} {{Book section|MI|2002|Scheduled Settlement Date}} {{Book section|MI|2002|Set-off}} {{Book section|MI|2002|Specified Entity}} {{Book section|MI|2002|Specified Indebtedness}} {{Book section|MI|2002|Specified Transaction}} {{Book section|MI|2002|Stamp Tax}} {{Book section|MI|2002|Stamp Tax Jurisdiction}} {{Book section|MI|2002|Tax}} {{Book section|MI|2002|Tax Event}} {{Book section|MI|2002|Tax Event Upon Merger}} {{Book section|MI|2002|Terminated Transactions}} {{Book section|MI|2002|Termination Currency}} {{Book section|MI|2002|Termination Currency Equivalent}} {{Book section|MI|2002|Termination Event}} {{Book section|MI|2002|Termination Rate}} {{Book section|MI|2002|Threshold Amount}} {{Book section|MI|2002|Transaction}} {{Book section|MI|2002|Unpaid Amounts}} {{Book section|MI|2002|Waiting Period}}

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