Template:Nutshell GMRA 10

10. Events of Default
10(a) If any of the following “Events of Default” occurs to either party (the Defaulting Party), and the other (the “Non-Defaulting Party”) serves a Default Notice then paragraphs 10(b) to 10(f) below will apply:

10(a)(i) as Buyer it fails to pay the Purchase Price upon the Purchase Date or as Seller it fails to pay the Repurchase Price upon the Repurchase Date; or

10(a)(ii) if this sub paragraph applies, as Seller fails to deliver Purchased Securities on the Purchase Date or as Buyer it fails to deliver Equivalent Securities on the Repurchase Date; or

10(a)(iii) it fails to pay any sum when due under 10(g) or 10(h); or

10(a)(iv) it fails to comply with paragraph 4; or

10(a)(v) it fails to comply with paragraph 5; or

10(a)(vi) it suffers an Act of Insolvency (though upon the presentation of a winding up petition or the appointment of a liquidator no Default Notice will be required); or

10(a)(vii) any representations it made are materially incorrect when made; or

10(a)(viii) it admits it is cannot to, or will not, perform any of its obligations; or

10(a)(ix) it is suspended or expelled from any securities exchange or self-regulating organisation, or from dealing in securities, or its assets are transferred to a trustee under securities regulating legislation; or

10(a)(x) it fails to perform any other of its obligations hereunder and does not remedy such failure within 30 days after notice is given by the Non-Defaulting Party requiring it to do so.

10(b) The Repurchase Date for each Transaction will occur immediately, all Cash Margin will be repayable with accrued interest immediately and all Equivalent Margin Securities will be immediately deliverable (so that, where this sub paragraph applies, the parties’ respective delivery and payment obligations must be made in accordance with the provisions of sub paragraph 10(c) below).
10(c) Determinations: The non-Defaulting Party will determine:

(i) Values: the Default Market Values of Equivalent Securities and Equivalent Margin Securities, and the Cash Margin and accrued interest to be transferred and the Repurchase Prices to be paid by each party for all Transactions as at the Repurchase Date; and

(ii) Net amount due: as at the Repurchase Date, what each party owes the other using those Default Market Values and converting amounts where necessary into the Base Currency at the prevailing Spot Rate and only the balance of the account (having applied any necessary set off) will be payable on the next Business Day.

Template:Nutshell GMRA 10(d) Template:Nutshell GMRA 10(e) 10(f) The Defaulting Party must pay the non-Defaulting Party its reasonable professional expenses incurred in connection with an Event of Default plus interest calculated at LIBOR or, if the expense relates to a particular Transaction, the higher of LIBOR and the Pricing Rate for that Transaction.
Template:Nutshell GMRA 10(g) 10(h) If Buyer fails to deliver Equivalent Securities on the Repurchase Date Seller may

(i) Refund: require Buyer immediately to refund the Repurchase Price, if already paid;

(ii) Post margin: require Buyer to collateralise any outstanding Transaction Exposure with Cash Margin;

(iii) Mini close-out: by written notice immediately terminate only the affected Transaction under paragraph 10(c), treating “the Repurchase Date” as the date of the notice, and disregarding references to transfer of Cash Margin and delivery of Equivalent Margin Securities.